Service Terms & Conditions

This Master Service Agreement (this “Agreement”) is between 29:11 Ventures, LLC, an Indiana Limited Liability Company headquartered in Indiana (“Company”), and the person or entity listed on any Order Form linked to these terms ("Customer").

Company and Customer agree as follows:

1. Definitions. This section contains the definitions for terms used frequently in this MSA. Capitalized words used in this Agreement, including the preamble, have the meanings that follow, not the plain English meaning. Customer should refer to this section for the meanings of capitalized words encountered while reading this Agreement.

1.1. “Agreement” means this MSA together with the applicable Order Form between Company and Customer.

1.2. “Customer Data” means data, information, and materials that are uploaded by or on behalf of Customer or that are accessed by Company in connection with Customer’s use of the Subscription or Service.

1.3. “Effective Date” means the date on which Company accepts the applicable Order Form that incorporates this Agreement.

1.4. “Fees” means the amount Customer must pay to Company for each Subscription or Service listed in the Order Form.

1.5. "Order Form“ means an electronic or physical ordering document, webform, payment link, or any other structured information describing Customer's purchase of Subscription or Services from Company, including but not limited to sales pages, checkout pages, and payment processors. Where an Order Form does not contain complete terms (such as a payment link), any supplementary documents including proposals, Statements of Work, service descriptions, or agreements provided to Customer in connection with the purchase are incorporated into and made part of the Order Form by reference. For Professional Services, the Order Form may include or reference a Statement of Work that defines project scope, deliverables, and payment terms.

1.6. “Service” or "Services" means any service offering provided by Company to Customer as specified in the Order Form, including but not limited to Monitoring Services, Group Programs, Professional Services, access to Company platforms and tools, Company Content, training, coaching, strategic guidance, technical analysis, consulting, and any other services described in the applicable Order Form or Statement of Work.

1.7. “Subscription” means ongoing or recurring access to a Service in exchange for the Fees, billed on a monthly, quarterly, annual, or other recurring basis. Subscription does not include Professional Services or other one-time service engagements.

1.8. “Subscription Term” means the duration of the Subscription listed in the Order Form.

1.9. "Company Content” means, without limitation, information, whether electronic, written, or verbal, teleseminars, marketing strategies, sales scripts, marketing templates, membership portals, illustrations, examples, Automated Materials (as defined in Section 1.11), and other services, and ALL MATERIALS posted to any Company Website.

1.10. “Company Website” means any website or any subdomain thereof owned, operated, controlled, or populated by Company.

1.11. "Automated Materials" means any any automation snapshots, workflows, automations, templates, integrations, code, scripts, tags, custom fields, and other similar materials provided by Company to Customer.

1.12. "Group Program" means any Service offering provided by Company that involves group coaching, training, or strategic guidance with multiple participants, including but not limited to scheduled group calls, community access, and collaborative learning environments. Group Programs are subject to the additional terms specified in Section 3.6.

1.13. "Monitoring Services" means any Service offering related to email security, deliverability, or technical monitoring, including but not limited to DMARC report monitoring, domain reputation monitoring, email blocklist monitoring, inbox placement monitoring, and related email infrastructure security services.

1.14. "Professional Services" means any non-recurring services provided by Company on a one-time, project, hourly, or session basis, including but not limited to consulting services, strategy sessions, technical audits, domain reputation recovery, email service provider migrations, VIP days, and similar engagements. Professional Services may be deliverable-based, time-based, or a combination thereof, as specified in the Order Form or Statement of Work.

1.15. "Trial Period" means the initial evaluation period for certain Group Programs during which Customer may cancel and receive a full refund, as specified in the applicable Order Form and Section 3.1.2.

1.16. "Primary Member" means the individual or business entity that purchases a Group Program Subscription and is the primary account holder with full access to all program benefits and direct communication rights with Company.

1.17. "Team Member" means an additional individual granted access to a Group Program Subscription by the Primary Member, subject to the limitations and additional fees specified in the Order Form and Section 3.6.6.

1.18. "Statement of Work" or "SOW" means a document describing specific Professional Services to be performed, including project scope, deliverables, timeline, payment terms, and any conditions for additional fees. A Statement of Work may be a standalone document or incorporated into an Order Form.

2. Order Acceptance and Cancellation.

2.1. When Customer accepts an Order Form, whether unassisted through a Company Website, with the assistance of a Company representative via telephone or electronic messages (including email, text, or chat), in person, or otherwise, Customer submits to Company an offer to buy the Services listed in the Order Form under the terms and conditions of this MSA. Company must accept the Order Form before Company is obligated to sell the Services to Customer. Company may choose not to accept an Order Form at its sole discretion, even after Company sends Customer a confirmation email with an order number and details of the Services ordered or makes the Services available to Customer. For Group Programs with capacity limitations as specified in the Order Form, Company reserves the right to decline Order Forms when capacity is reached, and may maintain a waitlist as described in Section 3.6.1.

2.2. Incorporation of Supplementary Documents. Where Customer purchases Services through a payment link, checkout page, or other transaction method that does not contain complete terms and conditions, any supplementary documents provided to Customer in connection with the purchase - including but not limited to proposals, service descriptions, Statements of Work, project scopes, timeline estimates, pricing schedules, or supplementary agreements - are incorporated into this Agreement by reference and constitute part of the Order Form for purposes of this MSA. In the event of any conflict between this MSA and a supplementary document, the terms of this MSA shall control except where the supplementary document expressly states that it supersedes specific provisions of this MSA with respect to that particular Service offering.

3. Term and Termination.

3.1. Term and Cancellation Rights. The term of this Agreement begins on the Effective Date and ends on the later of: (a) termination of this Agreement, (b) the natural expiration of Customer's last remaining Subscription Term, or (c) completion of all Professional Services engagements. Customer's cancellation rights and refund eligibility vary by Service type as follows:

3.1.1. Monitoring Service Cancellation Requirements. For any Subscription that includes Monitoring Services:

3.1.1.1. Minimum Commitment Period. Monitoring Services Subscriptions may include a minimum commitment period as specified in the Order Form (typically one year for initial subscriptions). Customer may not cancel the Subscription until the minimum commitment period has been satisfied. After completion of the minimum commitment period, the Subscription will continue on a month-to-month basis unless Customer provides proper notice to cancel as set forth in Section 3.1.1.2.

3.1.1.2. Cancellation Notice Requirements. Customer may cancel the Monitoring Services Subscription by providing written notice to Company no later than thirty (30) days before the end of the then-current Subscription Term.

3.1.1.3. No Refunds. No refunds will be provided for Monitoring Services under any circumstances, including early cancellation requests during or after any minimum commitment period.

3.1.1.4. Risk Acknowledgement Form Requirement. Customer must complete and submit Company's standard Risk Acknowledgement Form before any cancellation request can be processed. The completed Risk Acknowledgement Form must be received by Company no later than fifteen (15) days before the requested cancellation effective date, which fifteen (15) day period runs concurrently within the thirty (30) day notice requirement set forth in Section 3.1.1.2.

3.1.1.5. Incomplete Cancellation Requests. Failure to submit a properly completed Risk Acknowledgement Form within the required fifteen (15) day period will result in the cancellation being processed effective on the next billing cycle where both the thirty (30) day notice requirement and fifteen (15) day Risk Acknowledgement Form requirement are satisfied. Any cancellation request submitted without a properly completed Risk Acknowledgement Form will be deemed incomplete and will not commence the notice periods set forth herein.

3.1.1.6. Automatic Renewal. A new contract will begin automatically after the last day of each Subscription Term for the same length of time as the original subscription (or month-to-month if the minimum commitment period has been satisfied), unless Customer provides proper notice not to renew as specified in this section.

3.1.1.7. Plan Changes and No Proration.

a) Upgrades: If Customer upgrades to a higher-tier Monitoring Services plan, the upgrade will take effect immediately. Customer will be charged the difference between the new plan price and the amount already paid for the current billing period. No proration or refund will be provided for the unused portion of the lower-tier plan. The new plan price will apply to all subsequent billing cycles beginning on Customer's next billing date.

b) Downgrades: If Customer requests a downgrade to a lower-tier Monitoring Services plan, the downgrade will take effect at the start of the next billing cycle. Customer will continue to have access to the current higher-tier plan through the end of the paid period. No proration or refund will be provided for the difference in price.

3.1.2. Group Program Trial Period and Refund Policy. For Group Program Subscriptions that include a Trial Period as specified in the Order Form:

3.1.2.1. Customer may cancel the Subscription during the Trial Period and receive a full refund of all Fees paid, provided that Customer submits written cancellation notice to Company by the last day of the Trial Period at 11:59 PM Central Time.

3.1.2.2. If Customer's next billing cycle processes before Company receives Customer's written cancellation notice submitted within the Trial Period, Company will initiate refund the renewal payment in full within seven (7) business days of receiving the cancellation notice.

3.1.2.3. After expiration of the Trial Period, no refunds will be provided for any Group Program Subscription payments. Customer may cancel future billing by providing written notice to Company no later than fifteen (15) days before the next billing date. Access to the Group Program will continue through the end of the paid period.

3.1.2.4. The Trial Period begins on Customer's enrollment date and ends after the number of days specified in the Order Form. For example, if Customer enrolls on January 1st with a 30-day Trial Period, the Trial Period ends on January 31st at 11:59 PM Central Time.

3.1.3. Group Program Minimum Commitment. Certain Group Programs may require a minimum commitment period following the Trial Period, as specified in the Order Form. If a minimum commitment period applies, Customer may not cancel the Subscription until the minimum commitment period has been satisfied, except as provided in Section 3.1.2 during the Trial Period. After satisfying any minimum commitment period, Customer may cancel by providing fifteen (15) days written notice before the next billing date.

3.1.4. Group Program Exit Consultation. For Group Programs that specify an exit consultation requirement in the Order Form, Customer agrees to participate in a brief transition consultation with Company (typically 15 minutes) when cancelling the Subscription. Company will contact Customer within five (5) business days of receiving Customer's cancellation notice to schedule the consultation. The purpose of this consultation is to ensure proper transition of Customer's strategic initiatives and to gather feedback to improve Company's services. This consultation is not a retention attempt but rather a professional closure process. Failure to participate in the scheduled exit consultation will not prevent the cancellation from being processed as requested.

3.1.5. Professional Services - One-Time and Project Engagements.

3.1.5.1. Cancellation and Refund Policy. Professional Services are non-refundable except as follows:

a) If Customer cancels within three (3) business days of purchase and before any work has commenced, Customer will receive a full refund.

b) After three (3) business days from purchase, or once work has commenced (whichever occurs first), no refunds will be provided regardless of project completion status.

c) For purposes of this section, "work has commenced" means Company has begun any substantive work on the engagement, including but not limited to initial analysis, research, strategy development, or communication with third parties on Customer's behalf.

3.1.5.2. Scope and Deliverables. Professional Services engagements are defined by the scope, deliverables, timeline (if applicable), and fees specified in the Order Form or Statement of Work. Professional Services may be structured as:

a) Deliverable-based engagements where completion is defined by achieving specified outcomes regardless of time required;

b) Time-based engagements where services are provided for a specified duration;

c) Deliverable-based engagements with defined or estimated timelines, where completion is defined by deliverables but Company provides a definitive or estimated timeline.

3.1.5.3. Timeline Extensions and Additional Fees. For Professional Services engagements that include a definitive or estimated timeline, if the engagement extends beyond the timeline due to any of the following factors, Company reserves the right to charge additional fees as specified in the Order Form or Statement of Work, or if not specified, at Company's then-current rates:

a) Customer delays in providing necessary access, credentials, information, or approvals;

b) Changes to project scope requested by Customer;

c) Unforeseen technical complexities or third-party limitations beyond Company's reasonable control;

d) Discovery of additional work required that was not apparent at the time of initial scope definition;

e) Other circumstances that extend the engagement timeline beyond Company's reasonable control.

Company will notify Customer in writing of any circumstances that may result in additional fees before proceeding with work that would incur such fees, and will obtain Customer's written approval before proceeding.

3.1.5.4. Scope Changes. Any changes to the scope, deliverables, or timeline of Professional Services must be documented in writing and agreed upon by both parties. Additional fees for scope changes will be communicated to Customer in writing and approved by Customer before additional work proceeds.

3.1.5.5. Term and Termination. Professional Services engagements do not automatically renew. Each engagement terminates upon:

a) Completion of specified deliverables (for deliverable-based engagements);

b) Completion of the specified time period (for time-based engagements);

c) Mutual written agreement of the parties; or

d) Material breach by either party after notice and opportunity to cure as specified in Section 3.2.

3.1.6. Other Subscription Services. For any Subscription Services not specifically addressed in Sections 3.1.1 through 3.1.5, the cancellation notice requirements and renewal terms will be specified in the applicable Order Form. If not specified in the Order Form, a fifteen (15) day cancellation notice period will apply by default.

3.2. Termination for Cause. Company may terminate this Agreement or any Order Form:

3.2.1. immediately without notice for any Customer breach of Sections 4, 6, or 7; or

3.2.2. thirty calendar days after Customer receives notice of a breach of this Agreement and fails to completely cure any breach detailed in the notice to Company's satisfaction.

3.3. Suspension. Company may suspend any Service and Customer's use of the Subscription:

3.3.1. should Customer breach any term of this Agreement, including without limitation failing to pay the Fees when due; or

3.3.2. If continued provision or use of Services poses a risk to Company, Customer, other customers, or the public at large, or other in its sole discretion (for example, a security breach).

3.4. Effect of Termination. Upon any termination of this Agreement or a Subscription:

3.4.1. Customer's license to access and use the Company Content exclusive to their membership is automatically terminated;

3.4.2. Customer shall immediately delete from its systems and servers all Company Content exclusive to their memberships within Company;

3.4.3. Upon Company's written request, Customer shall promptly provide Company with written documentation of such deletion;

3.4.4. Customer shall promptly pay all unpaid Fees.

3.5. Failed Payment. If any payment fails to process:

3.5.1. Company will make up to four (4) automatic retry attempts over fourteen (14) days;

3.5.2. If payment remains unsuccessful after retry attempts, Customer's access to Services will be paused until payment is resolved;

3.5.3. If payment is not resolved within twenty (20) days of the original failed payment, the Subscription will be cancelled and, for Group Programs with capacity limitations, Customer's spot may be offered to the waitlist.

3.6. Group Program Specific Terms. In addition to the general terms of this Agreement, the following provisions apply specifically to Group Program Subscriptions:

3.6.1. Capacity Limitations and Waitlist. Group Programs may have maximum capacity limitations as specified in the Order Form. When a Group Program reaches its specified capacity:

3.6.1.1. Company will maintain a waitlist of qualified applicants who have submitted applications and been approved by Company.

3.6.1.2. When a spot becomes available due to a member cancellation or removal, Company will offer the spot to waitlist members in order of qualification and waitlist position.

3.6.1.3. Waitlist members will have seventy-two (72) hours to accept the available spot at the pricing current at the time of the offer.

3.6.1.4. Company reserves the right to limit waitlist participation to qualified applicants only and may decline to add individuals to the waitlist at Company's sole discretion.

3.6.1.5. Inclusion on a waitlist does not guarantee future acceptance into the Group Program.

3.6.2. Community Guidelines and Conduct. For Group Program Subscriptions, Customer agrees to:

3.6.2.1. Engage respectfully and professionally with Company and other program members;

3.6.2.2. Refrain from using Group Program access or community spaces to solicit, market to, or sell products or services to other program members without Company's express written permission;

3.6.2.3. Comply with all community guidelines, codes of conduct, and policies specific to the Group Program as communicated by Company;

3.6.2.4. Not engage in behavior that negatively impacts other members or the program environment, including but not limited to harassment, excessive negativity, disrespectful communication, or violation of confidentiality.

3.6.3. Termination for Behavioral Violations. Company reserves the right to immediately terminate a Customer's Group Program Subscription without refund if Customer:

3.6.3.1. Exhibits behavior that negatively impacts group dynamics, including but not limited to harassment, bullying, excessive negativity, disrespectful communication toward Company or other members, or creating a hostile environment;

3.6.3.2. Violates the confidentiality obligations set forth in Section 6.1.6.4 by disclosing other members' proprietary information, business details, or identifying information without permission;

3.6.3.3. Uses Group Program access or community spaces to solicit, market to, or sell to other program members without Company's express written permission;

3.6.3.4. Violates the community guidelines, codes of conduct, or policies specific to the Group Program after receiving one written warning;

3.6.3.5. Engages in illegal activities or encourages other members to engage in illegal activities;

3.6.3.6. Otherwise materially breaches the terms of this Agreement in a manner that impacts other Group Program members or the program environment.

3.6.4. Warning Process. For violations under Section 3.6.3.4 (community guidelines violations), Company will provide one written warning to Customer before terminating the Subscription. For serious violations under Sections 3.6.3.1, 3.6.3.2, 3.6.3.3, 3.6.3.5, or 3.6.3.6, Company may terminate immediately without prior warning.

3.6.5. No Refunds Upon Termination. If Company terminates a Group Program Subscription pursuant to Section 3.6.3, no refund will be provided for any fees paid, including any unused portion of prepaid fees. Customer remains responsible for any outstanding fees owed at the time of termination.

3.6.6. Team Member Access. Certain Group Programs, as specified in the Order Form, may offer the option for the Primary Member to add Team Member access for an additional fee:

3.6.6.1. Team Member access pricing, limitations, and benefits will be specified in the Order Form.

3.6.6.2. Team Member access is billed separately from the Primary Member's Subscription on an independent billing cycle based on the date the Team Member is added.

3.6.6.3. Team Member billing is monthly only, regardless of the Primary Member's billing frequency.

3.6.6.4. The Primary Member is responsible for all Team Member Fees and agrees that Team Member access is subject to all terms of this Agreement.

3.6.6.5. To add a Team Member, the Primary Member must submit a written request to Company including the Team Member's name, role, and email address. Company reserves the right to approve or decline Team Member additions at its sole discretion.

3.6.6.6. To remove a Team Member, the Primary Member must provide written notice to Company at least seven (7) days before the Team Member's next billing date. Team Member access will be terminated immediately upon Company's receipt of the removal request. No refunds will be provided for partial billing periods.

3.6.6.7. Team Member access automatically terminates upon termination or cancellation of the Primary Member's Subscription.

3.6.6.8. Each Group Program Subscription is limited to one (1) Primary Member and the number of Team Members specified in the Order Form (if any). Team Member access is non-transferable.

3.6.6.9. The Primary Member may designate whether they or their Team Member will utilize certain program benefits (such as email support or presentation time during group sessions), but each Subscription receives only the quantity of benefits specified for that Subscription level, regardless of how many individuals have access.

4. Intellectual Property.

4.1. Copyright. Company is the author of all past, present, and future Company Content, including but not limited to text, graphics, logos, icons, images, video clips, audio clips, digital downloads, data compilations, and software. Company Content is the property of Company.

4.2. Trademarks. Graphics, logos, page headers, icons, scripts, and services names included in or made available through any Service, Company Content, or Company Website are trademarks or trade dress of Company. Customer shall not use Company's trademarks or trade dress without Company's express written permission. All other trademarks not owned by Company are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company.

4.3. Company Content License.

4.3.1. License Grant. Company grants to Customer a limited, non-exclusive, non-transferable, and non-sublicensable license, during the Subscription Term or Professional Services engagement, to access and use Company Content solely for Customer's internal business purposes. "Internal business purposes" means use by Customer to operate, manage, and improve Customer's own business, and does not include any use to provide services to third parties, resale, redistribution, or client work.

4.3.2. Permitted Uses. Customer may:

a) View, download, and reference Company Content for Customer's own learning and business operations;

b) Implement strategies, frameworks, and methodologies taught in Company Content within Customer's own business;

c) Use templates, worksheets, and tools provided as Company Content to execute strategies within Customer's own business.

4.3.3. Prohibited Uses. Customer may not:

a) Reproduce, copy, duplicate, or create derivative works based on Company Content;

b) Distribute, share, transmit, publish, or make available Company Content to any third party, including but not limited to Customer's clients, contractors, employees (except as permitted in Section 4.3.4), or business partners;

c) Use Company Content to provide services to Customer's own clients or customers, including but not limited to using Company's frameworks, templates, strategies, or training materials as part of Customer's service delivery;

d) Sell, lease, license, sublicense, or otherwise commercialize Company Content or any derivative works thereof;

e) Rebrand, white-label, or present Company Content as Customer's own proprietary materials;

f) Include Company Content in any products, courses, training programs, or other offerings that Customer sells or provides to third parties;

g) Post or share Company Content on public websites, social media, or other publicly accessible platforms (except for brief quotes with proper attribution as permitted by fair use);

h) Use Company Content after termination or expiration of the Subscription Term or Professional Services engagement.

4.3.4. Team Member Access. For Group Programs where Customer has added Team Member access pursuant to Section 3.6.6, or for businesses where Customer has employees or contractors who require access to Company Content to perform their duties for Customer's business, Customer may share access to Company Content with such individuals provided that:

a) Access is limited to individuals who are employees, contractors, or authorized team members of Customer's business;

b) Such individuals are bound by confidentiality obligations consistent with this Agreement;

c) Customer remains responsible for any breach of this Agreement by such individuals;

d) Access terminates immediately upon such individual's separation from Customer's business.

4.3.5. Special Licensing Arrangements. Any use of Company Content beyond the scope expressly permitted in Section 4.3.2 requires a separate written licensing agreement between Company and Customer. Company has no obligation to enter into any such agreement and may decline requests for expanded licensing at its sole discretion.

4.4. Customer Data. Customer grants to Company a non-exclusive, revocable, worldwide license to use, process, and possess Customer data for the purpose of providing the Service or Subscription as more fully set forth in this Agreement, and terminating upon termination or expiration of the Agreement.

4.5. Automated Materials License And Restrictions.

4.5.1. Limited License. Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Automated Materials solely for Customer's internal business purposes during the Term of Customer's paid Subscription. All Automated Materials are and shall remain the sole and exclusive property of Company.

4.5.2. License Termination. Customer's license to use the Automated Materials automatically terminates upon the expiration or termination of Customer's Subscription. Upon such termination, Customer shall immediately cease all use of the Automated Materials.

4.5.3. Company Access and Removal Rights. Customer expressly grants Company the right to access Customer's accounts in any third-party software or platform where Automated Materials have been deployed, for the purpose of removing such Automated Materials upon termination of Customer's Subscription or in the event of any breach of this Agreement by Customer. Customer agrees to provide all necessary credentials and access to enable such removal.

4.5.4. Removal Fee. If Company is unable to remove the Automated Materials due to any action or inaction by Customer, including but not limited to Customer's failure to provide necessary access credentials, Customer shall pay Company a Removal Fee of $2,500 per individual workflow or automation that Company is unable to remove.

4.5.5. Prohibited Actions. Customer shall not:

a) Duplicate, copy, reverse engineer, decompile, or disassemble any Automated Materials;

b) Transfer, sell, lease, lend, distribute, or sublicense any Automated Materials to any third party;

c) Install or deploy any Automated Materials in accounts other than those specifically authorized by Company;

d) Modify or create derivative works based on any Automated Materials;

e) Remove, alter, or obscure any proprietary notices in or on the Automated Materials; or

f) Use the Automated Materials after termination of Customer's Subscription.

4.5.6. Duplication Fee. In the event Customer duplicates, copies, or creates derivative works of any Automated Materials in violation of Section 4.5.5, Customer shall pay Company a Duplication Fee of $2,500 per individual workflow or automation that was improperly duplicated, in addition to any other remedies available to Company under this Agreement or applicable law.

4.5.7. Survival. The obligations set forth in this Section 4.5 shall survive the termination or expiration of this Agreement.

4.5.8. Injunctive Relief. Customer acknowledges that the Automated Materials contain valuable trade secrets and proprietary information of Company, that any actual or threatened breach of this Section 4.5 will constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

4.5.9. Independent Valuation. The parties agree that the Removal Fee and Duplication Fee represent a reasonable estimate of the harm that would be incurred by Company due to the specified breaches and are not intended as a penalty.

4.5.10. Impact of Removal. Customer acknowledges and agrees that the removal of Automated Materials upon termination of Customer's Subscription or breach of this Agreement may cause certain functionalities, systems, or operations within Customer's business to cease working or function improperly. Company shall have no liability or responsibility for any business disruption, data loss, system failures, or any direct, indirect, consequential, incidental, or special damages that may result from the removal of Automated Materials. Customer is solely responsible for developing alternative solutions prior to the termination of its Subscription to avoid any business disruption. Customer expressly waives any claims against Company related to the consequences of such removal.

4.6. Use of Third-Party Tools and Vendors.

Customer acknowledges and agrees that Company may utilize third-party tools, software, platforms, and vendors to deliver, enhance, or support the Services provided under this Agreement. By enrolling in or using the Services, Customer grants Company the right to share necessary Customer Data with such third-party providers solely for the purpose of delivering the Services. Company will ensure that such third-party providers are bound by confidentiality and data protection obligations consistent with this Agreement. Customer further agrees that Company's use of such third-party tools or vendors does not constitute a breach of this Agreement or any obligations owed by Company. Company shall not be liable for any failure or breach by such third-party providers unless such failure or breach is caused by Company's negligence or willful misconduct.

5. COMPANY OBLIGATIONS

5.1. Company Obligations for All Services. During the term of any Service engagement, Company shall:

5.1.1. For Subscription Services (including Monitoring Services and Group Programs): Provide access to the applicable Subscription and Services as described in the Order Form;

5.1.2. For Professional Services: Perform the services and deliver the deliverables described in the Order Form or Statement of Work in a professional and workmanlike manner;

5.1.3. Provide the license to Company Content described in Section 4.3 for the duration of the Service engagement;

5.1.4. Use commercially reasonable efforts to deliver Services in accordance with any timelines specified in the Order Form or Statement of Work, subject to the provisions of Section 3.1.5.3 regarding timeline extensions.

5.2. No Other Obligations. Except as expressly set forth in this Agreement or the applicable Order Form, Company has no other obligations to Customer. Company does not guarantee any specific results, outcomes, or performance metrics from Customer's use of the Services.

6. CUSTOMER OBLIGATIONS

6.1. Customer shall:

6.1.1. Pay the Fees when due;

6.1.2. display with Company Content the appropriate copyright and trademark notices or any other source attribution where required by Company;

6.1.3. not alter, remove, or obstruct any such notices or attribution included with any Company Content as delivered by Company except for use in white-label communications to customers, clients and prospects;

6.1.4. Provide the license to the Customer Data; and

6.1.5. not use any Service without a valid Subscription or payment of Fees.

6.1.6. Recording Consent and Confidentiality. Customer acknowledges and agrees that:

6.1.6.1. Company may record any and all interactions between Customer and Company, including but not limited to group coaching calls, one-on-one consulting sessions, training sessions, strategy calls, and any other verbal or video communications (collectively, "Recorded Sessions").

6.1.6.2. By participating in any Recorded Session, Customer expressly consents to being recorded and grants Company a non-exclusive, royalty-free, perpetual license to use such recordings for the following purposes:

a) Providing recordings to other Customers participating in the same Group Program or Service for educational and reference purposes;

b) Internal training and quality assurance purposes;

c) Compliance and dispute resolution purposes;

d) Creating derivative educational materials for use within Company's programs (with Customer's business-identifying information redacted unless separate written permission is obtained).

6.1.6.3. Company will not use Recorded Sessions for external marketing, advertising, or promotional purposes without obtaining separate written consent from Customer.

6.1.6.4. For Group Programs and collaborative services where multiple Customers participate, Customer agrees to maintain confidentiality regarding:

a) Other Customers' business strategies, data, challenges, and proprietary information shared during Recorded Sessions or in private community spaces;

b) Other Customers' identities, business names, and any identifying information, unless such information is already publicly available or the other Customer has given explicit permission to share;

c) Any materials, documents, or data shared by other Customers during the course of the Service.

6.1.6.5. Customer agrees not to record any sessions, calls, or interactions with Company or other Customers without obtaining prior written permission from Company and all other participants.

6.1.6.6. Customer acknowledges that breach of the confidentiality obligations in this Section may cause irreparable harm to Company and other Customers, and that Company and any affected Customer may seek injunctive relief in addition to any other available remedies.

6.1.6.7. The confidentiality obligations in Section 6.1.6.4 shall survive termination of this Agreement for a period of three (3) years.

6.1.7. Group Program Participation. For Group Program Subscriptions, Customer is encouraged to:

6.1.7.1. Attend scheduled group sessions or review session recordings to maximize program value;

6.1.7.2. Submit materials for review when opportunities are provided;

6.1.7.3. Implement feedback and strategies in good faith before requesting additional guidance on the same topic;

6.1.7.4. Engage respectfully and professionally with Company and other program members;

6.1.7.5. Refrain from using Group Program access or community spaces to solicit, market to, or sell products or services to other program members without Company's express written permission;

6.1.7.6. Comply with all community guidelines, codes of conduct, and policies specific to the Group Program as communicated by Company.

Customer acknowledges that items 6.1.7.4, 6.1.7.5, and 6.1.7.6 are mandatory requirements, while items 6.1.7.1 through 6.1.7.3 are recommendations for maximizing program value. Violation of mandatory requirements may result in termination pursuant to Section 3.6.3.

6.1.8. Payment Method Requirements. Customer shall:

6.1.8.1. Maintain a valid payment method on file with Company at all times during any active Subscription or Service engagement. Valid payment methods include credit card or ACH (Automated Clearing House) bank transfer, as specified by Company.

6.1.8.2. For Services where the total Fees exceed $2,000 (or such other amount as Company may specify), Company reserves the right to require ACH payment as the exclusive payment method. Company will notify Customer of this requirement prior to processing payment. Customer may elect to pay by credit card instead of ACH, provided that Customer agrees to pay all associated credit card processing fees (typically 2.9% - 3.5% of the transaction amount, or such other percentage as Company's payment processor charges). Company will notify Customer of the exact processing fee amount prior to charging the credit card. If Customer declines both ACH payment and credit card payment with processing fees, Company may decline to provide the Services or may suspend Services until a valid payment method is established. If Customer elects to pay by credit card with processing fees and the credit card payment subsequently fails, Customer agrees to provide ACH payment information or authorize additional credit card charges including any retry processing fees.

6.1.8.3. Ensure that the payment method on file has sufficient funds or credit available to cover all Fees when due.

6.1.8.4. Update payment method information immediately upon expiration, cancellation, or any change that would prevent successful payment processing.

6.1.8.5. Notify Company in writing within three (3) business days of any unauthorized charges or billing disputes.

6.1.8.6. Authorize Company to charge the payment method on file for all Fees due under this Agreement, including initial charges, recurring subscription fees, overage fees, and any additional fees authorized by Customer.

7. REPRESENTATIONS AND WARRANTIES

7.1. Customer represents and warrants that Customer:

7.1.1. will not (nor by action or inaction will it allow or enable any third party to) copy, publish, modify, transmit, share, lease, rent, sell, or participate in the sale of Company Content or Services, in whole or in part;

7.1.2. has the rights required to grant Company the license to use, process, and possess Customer Data;

7.1.3. will not (a) solicit and/or market to clients and customers of Company identified on the Site or who participate or post in any online forum or page on the Site; (b) disparage Company or its clients or customers on this Site or any website owned or controlled by Company; (c) transmit unsolicited messages, chain letters or unsolicited commercial email; (d) transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (e) transmit files, graphics, software, or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person; (f) transmit viruses, Trojan horses, or any other malicious code or program; (g) engage in systematic retrieval of data or other content from this website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company by use of scrapers or other tools; or (h) engage in any other activity deemed by Company to be in conflict with the spirit or intent of this Agreement;

7.1.4. is solely responsible for providing, maintaining and ensuring compatibility with the Company Website, Subscription, Services, all hardware, software, electrical and other physical requirements for Customer use of the Company Website, Subscription, and Services, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs, and services required to access the Company Website, Subscription, and Services;

7.1.5. will maintain confidentiality of its account, membership, and password;

7.1.6. will restrict access to and secure, with no less than commercially reasonable security standards, computers and Company Content;

7.1.7. accepts responsibility for all activities that occur under its account, membership or password, including payment of Fees incurred whether or not authorized;

7.1.8. will use Services only as permitted by law.

7.1.9. For Group Programs, Professional Services, and any other Services involving access to confidential or proprietary information of Company or other Customers, Customer represents and warrants that it will maintain strict confidentiality of all such information and will not disclose, share, reproduce, or utilize such information except as expressly permitted by this Agreement or with prior written consent from the disclosing party.

7.2. ALL INFORMATION, WEB SITES, SERVICES, PRODUCTS, OR OTHER ITEMS PRESENTED TO CUSTOMER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH NO WARRANTY EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, 29:11 VENTURES, LLC DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SUITABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE. 29:11 VENTURES, LLC DOES NOT WARRANT OR GUARANTEE THE RESULTS, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE PRODUCTS, INFORMATION BOTH WRITTEN AND VERBAL, MATERIALS, AND SERVICES PROVIDED TO CUSTOMER ON THIS WEBSITE OR IN ANY OTHER 29:11 VENTURES, LLC PRODUCT OR SERVICE. WE ALSO DO NOT WARRANT OR GUARANTEE THE ACCURACY, CORRECTNESS, OR RELIABILITY OF ALL INFORMATION, WRITTEN, VERBAL, OR OTHERWISE. THE ENTIRE RISK AS RELATED TO THE USE, RESULTS AND PERFORMANCE OF THE PRODUCTS, SERVICES, AND INFORMATION PROVIDED IS ASSUMED BY CUSTOMER, THE USER, AND THEREFORE CUSTOMER IS RESPONSIBLE FOR ANY COST OF SERVICING, REPAIR, CORRECTION, OR LIABILITY AS A RESULT OF USING THE PRODUCTS, SERVICES, AND INFORMATION PROVIDED BY 29:11 VENTURES, LLC ON THIS WEBSITE OR IN ANY OTHER PRODUCT OR SERVICE OFFERED BY 29:11 VENTURES, LLC. COMPANY OWES NO DUTIES TO CUSTOMER OTHER THAN THOSE ARISING OUT OF THIS CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES.

7.3. Scope of Services Disclaimer. Customer acknowledges and agrees that:

7.3.1. For Group Programs: Services constitute strategic guidance, coaching, training, and expert review only. Company does not provide implementation services, "done-for-you" work, campaign creation, copywriting services, technical setup, or ongoing management of Customer's business operations or marketing activities unless such services are explicitly specified in the Order Form as Professional Services.

7.3.2. Customer is solely responsible for implementing strategies, executing campaigns, and applying guidance provided by Company.

7.3.3. Company provides educational content, strategic direction, and expert feedback, but does not guarantee specific business results, revenue outcomes, or performance metrics.

7.3.4. Customer's results will vary based on numerous factors including but not limited to Customer's business model, market conditions, implementation quality, available resources, and individual effort.

8. LIMITATION OF LIABILITY

8.1. THE LIMITATIONS DESCRIBED IN THIS SECTION ARE MATERIAL TO THIS AGREEMENT AND ARE AN ESSENTIAL PART OF THE CALCULATION OF THE FEES. MODIFICATIONS OF THIS SECTION SIGNIFICANTLY ALTER COMPANY'S BARGAINED-FOR CONSIDERATION. COMPANY WOULD NOT PROVIDE CUSTOMER WITH THE SUBSCRIPTIONS UNLESS IT COULD RELY ON THE LIMITATIONS IN THIS SECTION.

8.2. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THESE TERMS AND CONDITIONS, THE COMPANY WEBSITE, ANY COMPANY SERVICE, ANY LINKED SITE OR THE INTERNET GENERALLY, INCLUDING BUT NOT LIMITED TO, CUSTOMER'S USE OR INABILITY TO USE THE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICES, DELAY, FAILURE, UNAUTHORIZED ACCESS OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE COMPANY WEBSITE OR ANY LINKED SITE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE COMPANY WEBSITE OR ANY LINKED SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE UNAVAILABLE.

8.3. IN NO EVENT WILL COMPANY'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY DIRECT DAMAGES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE, EXCEED THE SUM OF THE FEES CUSTOMER ACTUALLY PAID TO COMPANY FOR THE APPLICABLE SUBSCRIPTION DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE ASSERTION.

8.4. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO CUSTOMER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MIGHT HAVE ADDITIONAL RIGHTS.

9. INDEMNIFICATION

9.1. Customer shall indemnify, defend, and hold Company, its subsidiaries, affiliates, directors, officers, shareholders, agents, and employees ("Company Indemnitees"), harmless from and against any loss, damage, liability, cost, or expense, of any kind, including attorneys' and experts' fees, in connection with a third party claim, demand, proceeding, or otherwise, arising out of or related to Customer's use of any Company Website, or Service, or any violation by Customer or any of Customer's agents, employees, independent contractors, authorized or unauthorized users accessing Customer's accounts, subscriptions, memberships, or passwords, of this Agreement or the terms and conditions specific to Customer's purchase of any Subscription or Service or Customer Data.

9.2. For Group Programs, Customer shall additionally indemnify Company Indemnitees from and against any claims arising from Customer's breach of confidentiality obligations regarding other program members' information, or any claims by other program members resulting from Customer's disclosure of their confidential information.

10. MISCELLANEOUS

10.1. Electronic Communications. When Customer uses Company Services, or sends e-mails, text messages, and other communications from Customer desktop or mobile device to Company, Customer is communicating with Company electronically. Customer consents to receiving communications from Company electronically, such as e-mails, texts, mobile push notices, or other messages. All agreements, notices, disclosures, and other communications that Company provides to Customer electronically satisfy any legal requirement that such communications be in writing.

10.2. Company is not responsible for any third party content that may be accessed through its website, and reference to third party information, products or services at this or any linked site does not constitute an express or implied warranty or endorsement by Company. When Customer links to another site from this website, Customer leaves this website and server controlled by Company and enters into the jurisdiction of the linked site under the control of a third party for which Company has neither responsibility nor control.

10.3. Governing Law. This Agreement is governed under the laws of the State of Indiana. Under no circumstances will the laws of any other state be applied, even where such a result would be implicated by conflict of law principles. Customer hereby irrevocably consents to the personal and exclusive jurisdiction and venue of the federal and state courts located in and presiding over Gibson County, Indiana regarding any and all disputes relating to this Agreement or Customer's use of the Services.

10.4. Costs and Attorneys' Fees. If Company prevails in any action in law or equity in enforcing or concerning the parties' rights and obligations under this Agreement, Company will be entitled to reasonable fees of attorneys, accountants, experts, and other professionals, and costs and expenses in addition to any other relief to which it may be entitled. In addition to the Fees, Customer shall pay Company any collections costs and expenses incurred to collect the Fees.

10.5. Company may modify, amend, update and change this Agreement from time to time. Company will give customer notice of any material changes to Master Services Agreement.

10.6. Customer Posts. Customer may submit reviews, comments, photos, videos, and other content and communications; and may submit suggestions, ideas, comments, questions, or other information, so long as the content does not violate the prohibited uses described above, is not illegal, obscene, pornographic, threatening, defamatory, invasive of privacy, infringing on intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. Customer may not use false email address, impersonate any person or entity, or otherwise mislead as to the origin of the content. Company reserves the right (but does not have the obligation) to remove or edit such content. If Customer does post or submit material or content, unless Company indicates otherwise, Customer grants Company a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, profit from, and display such content throughout the world in any media. Customer grants Company and sublicensees the right to use the name that Customer submits in connection with such content, if it chooses. Customer further represents and warrants that Customer owns or otherwise controls all of the rights to the content that Customer posts; that the content is accurate; that use of the content Customer supplies does not violate this Agreement and will not cause injury to any person or entity; and that Customer will indemnify Company Indemnities pursuant to the indemnification provision contained herein for all claims resulting from the content Customer supplies. Company has the right but not the obligation to monitor and edit or remove any activity or content. Company takes no responsibility and assumes no liability for any content posted by Customer or any third party.

10.7. Entire Agreement. This Agreement, together with any applicable Order Form, Statement of Work, and supplementary documents incorporated by reference pursuant to Section 2.2, constitutes the entire agreement and understanding between Customer and Company regarding the matters set forth herein. The terms of this Agreement supersede any and all previous terms and conditions, whether written or oral, between Customer and Company regarding the subject matter hereof.

For purposes of clarity:

a) The specific terms of any Order Form or Statement of Work (such as description of Fees, Subscription Term, Services, deliverables, and timelines) are not superseded by this Agreement unless expressly stated otherwise;

b) In the event of any conflict between this Agreement and an Order Form or Statement of Work, the terms of this Agreement shall control except where the Order Form or Statement of Work expressly states that it supersedes specific provisions of this Agreement with respect to that particular Service offering;

c) Supplementary documents provided in connection with a purchase transaction (as described in Section 2.2) are incorporated into and form part of the applicable Order Form.

No agreement or understanding purporting to modify this Agreement is binding upon Company unless agreed to by Company in a writing signed by an authorized representative of Company.

10.8. No Waiver. The failure of Company to exercise or enforce any right or provision of this Agreement is not a waiver of such right or provision. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction is ineffective only to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof; and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Customer expresses its intent to be bound by the terms and conditions of this MSA by clicking the "I Agree" or "Place Order" or other such similar button on the Order Form.

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Any questions concerning this Agreement should be directed to:

Attention: Scott Hartley

Email: [email protected]

Phone: 1-812-963-2151