By purchasing services from Team S Ventures LLC d/b/a GenM Management (“GenM”), you agree, on behalf of your organization (“Customer”), to become legally bound by these Terms of Service (“Agreement”). By agreeing to these Terms of Service, you represent that you have the authority and legal ability to bind Customer to this Agreement. By using services from GenM, you (“User” or “you”) agree to become legally bound by this Agreement.

1. Services

Services provided by GenM include access to educational content developed by GenM and, potentially, to educational content developed by other parties and licensed by GenM. Services may also include user administration functions and/or features related to the educational content, such as dashboards and other reporting used to track the progress of individual Users. These services are collectively referred to as the “Services”.

2. Users & Access

2.1 User Accounts

Each User must have an active account in order to access the Services. In order for GenM to create a user account, we will request certain information from each User. At a minimum, this information will include first name, last name and email address. User represents and warrants that the information you will provide for account registration is accurate and current.

User must complete its account setup by creating a password to secure its account. GenM has implemented certain password parameters, which Users must adhere to, to support security of all accounts. You are responsible for your maintaining the security of your account by keeping your login credentials confidential. You are also responsible for all activity conducted in your account. If Customer or any User believes that a User account is no longer secure, Customer or User must notify GenM immediately.

2.2 User Subscriptions

The number of User accounts for a Company may not exceed the number of subscriptions purchased by Company. If Company requires additional accounts, it must notify GenM to purchase additional subscriptions.

Each User account should only be used by the individual to which it is assigned. Sharing of accounts or credentials with other individuals is not permitted. GenM routinely monitors user activity to detect unusual activity. If unusual activity is detected in a User account, GenM may request that Customer provide relevant, available information, so that any potential abuse of the terms herein can be evaluated.

3. Payments

3.1 General Payment Terms.

The Services, or those portions of the Services that Customer agrees to purchase, will be made available upon receipt of payment, as agreed upon via an applicable order or invoice.

GenM, at its sole discretion, may provide customized pricing and/or Services to any of its Customers, which will not apply to any other Customers, unless expressly provided by GenM.

We accept payment in various forms, which will be made available to Customers when we submit an invoice. If you pay via credit card or other electronic method, your payment will be processed via our third-party payment processor, which may require pre-authorization to validate that sufficient funds or credit are available for your purchase. Payment information provided by Customer must be accurate and valid.

Most purchases require full payment in advance of us providing any Services. If GenM agrees to allow Customer to pay in installments, and Customer does not pay timely, GenM may: suspend Users’ accounts until payments are made current, cancel Users’ accounts until payments are made current and/or require Customer to reimburse GenM for any costs associated with collecting outstanding balances due, including attorneys’ fees.

3.2 Purchase Options

GenM offers the Services in four main options: 1) “A La Carte”, in which Customers purchase the rights to access individual educational courses; 2) “All Access”, a subscription, in which Customers purchase access to all educational courses in the GenM catalog for an annual fee; 3) “Custom Training”, in which GenM develops or adapts training content to meet certain Customer specifications; and 4) “Purchases”, in which Customers purchase educational courses for their exclusive use. GenM will update the content of some or all of its courses, from time to time. When updates are made, GenM will notify all active Customers. Based on the nature of Purchases, GenM is not obligated to provide updated content to Customers of purchased courses, but may agree to provide updated content, subject to an agreement with each Customer.

A La Carte course purchases entitle Users to access the purchased course(s), for up to one year from the date of purchase.

All Access subscriptions entitle Users to access all courses for one year from the date of purchase. All Access subscriptions renew automatically, unless Customer cancels the subscription. If Customer makes its initial payment via our third-party payment processor, Customer expressly agrees that its payment method may be charged the subscription fee on the annual renewal date. GenM may change the subscription price from time to time. If GenM changes a Customer’s price, we will notify Customer in advance of the annual renewal date. If Customer does not wish to accept the price change, it may cancel its subscription within 30 days of the price change notice, or on the annual renewal date, whichever is later.

3.3 Cancellations

If Customer is not satisfied with the Services provided by GenM, it may request to cancel its purchase. Such request should be made in writing and sent to support@genmmanagement.com within 60 days of the purchase date. In the event of a valid cancellation, GenM will process refunds as follows:

• A La Carte – GenM will refund the purchase price, less: a) the A La Carte course list price (as reflected on www.genmmanagement.com) times the number of courses completed or started by a User, and b) a 15% administrative fee.

• All Access – GenM will refund the purchase price, less: a) the A La Carte course list price (as reflected on www.genmmanagement.com) times the number of courses completed or started by a User, and b) a 15% administrative fee.

• Custom Training – Due to the effort and nature of the work required to develop custom training, GenM will only issue a partial refund of the purchase price under certain circumstances, which it will determine at its sole discretion.

• Purchases – In general, GenM will not issue refunds for purchased courses. GenM may issue a partial refund of the purchase price at its sole discretion.

The exception to these refund policies is termination of this Agreement for convenience, as noted in Section 11 of this Agreement.

4. Intellectual Property

The Services, including the content and design of all course materials accessed by Customer, and any other training assets provided by GenM to Customer, are the property of GenM and GenM retains all intellectual property rights to those assets. Other than the right to utilize the Services as stipulated in this Agreement, nothing in this Agreement grants Customer any rights in the Services. To the extent a Customer or User provides GenM with any feedback related to the Services, such as feedback related to course content, functionality or appearance, GenM will own all rights, title and interest in such feedback.

As our property has been developed, maintained and administered through extensive time, effort and cost, any unauthorized use or disclosure would irreparably harm GenM. Therefore, Customers and Users consent to our obtaining injunctive relief to mitigate any actual or threatened breach of this Agreement, without any requirement to post bond. You may be subject to criminal or civil penalties for violation of this section.

5. Confidential Information and Restrictions

In connection with this Agreement, each party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) confidential or proprietary materials and information of the first party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the confidential information of the Disclosing Party, will be considered “Confidential Information”; for the avoidance of doubt, the Services, all pricing information and terms of this Agreement, are Confidential Information of GenM. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. The obligations in this section will not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (c) is disclosed to Receiving Party by a third-party without restriction, or (d) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including all copies and extracts thereof. Notwithstanding the foregoing, (i) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement and (ii) all feedback be solely, as between the parties, Confidential Information of Supplier.

GenM provides Customers and Users with a non-exclusive, limited, revocable right to use the Services they purchase for their intended, educational purposes and as may be otherwise expressly stated in this Agreement. No Customer or User shall or assist any other party to do any of the following with any property associated with GenM’s services: copy, modify, reuse, transmit, transfer adapt, alter, translate, post, link, display, publish, sell, redistribute, create derivative works, or otherwise make available to another party. Customers and Users also may not attempt to perform any actions to intentionally interfere with the proper functioning of the Services. Customers and Users may not use GenM’s name, logos or other branding assets for any purpose, without express written consent of GenM.

6. Limited Warranty and Disclaimer

EXCEPT AS SET FORTH IN THIS SECTION, GENM MAKES NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND CONCERNING THE SERVICES, THE MATERIALS, OR THEIR USE, ACCURACY, OR FUNCTION. SPECIFICALLY, GENM PROVIDES THE SERVICES ON AN “AS-IS” BASIS AND “AS-AVAILABLE BASIS” AND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES SHALL BE DEEMED A WARRANTY OR GUARANTEE FOR ANY PURPOSE OR GIVE RISE TO ANY GENM LIABILITY OF THIRD PARTIES WHATSOEVER. CUSTOMER ACKNOWLEDGES THAT IT RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN. GENM DOES NOT WARRANT THAT THE SERVICES OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND GENM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. GENM DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT GENM IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

UNDER NO CIRCUMSTANCES WILL CUSTOMER BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

7. Third Party Services

GenM may utilize third party software in delivering the Services. These third parties may require Users to accept additional terms of use.

8. Indemnification

Customer will defend, indemnify, and hold GenM harmless against any and all claims, actions, proceedings, regulatory investigations, suits, damages, losses, judgments, settlements, costs, attorney’s fees and other expenses, arising from or in connection with Customer’s breach of this Agreement, Customer’s use of the Services or Customer’s breach of any laws or regulations. We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement.

9. Limitation of Liability

IN NO EVENT SHALL GENM BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS ENGAGEMENT LETTER, OR THE PERFORMANCE OR BREACH THEREOF, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, OR STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, INDEMNITY, OR CONTRIBUTION OR OTHERWISE, EVEN IF GENM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF GENM TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT CUSTOMER HAS PAID TO SUPPLIER FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.

10. Privacy Policy

Customer acknowledges and accepts GenM’s Privacy Policy, which is hereby incorporated into this Agreement.

11. Term and Termination

Customer may terminate this Agreement at any time, in which case any active subscriptions or rights to use the Services will terminate at the same time. Customer acknowledges that should Customer terminate for convenience, no fees paid to GenM will be refunded.

GenM reserves the right to suspend the access of all Customer’s user to the Services at any time if we believe you are in breach of this Agreement. If your account is suspended or terminated for any reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Services, (c) that the license and rights provided by us under this Agreement shall end, and (d) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Services or for termination of access to your account.

12. Modification of Service and Agreement

GenM reserves the right to modify the Services at any time, without notice to you. We may also from time to time amend this Agreement prospectively, with at least seven days’ notice. If we do so, we will notify you by email and by posting on our website. You agree that your continued use of the Service constitutes your agreement to the amended Agreement. If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Service.

13. Applicable Law

This Agreement and any dispute between the parties, including any claims or defenses asserted, whether in contract, tort, or otherwise, will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Wyoming, without giving effect to any choice of law principles or provisions relating to conflicts of laws that would require the laws of another jurisdiction to apply.

14. Dispute Resolution

Any controversy between the parties regarding the construction, application or performance of any services under this engagement letter, and any claim arising out of or relating to this engagement letter or its breach, shall be submitted to binding arbitration upon the written request of one party after service of that request on the other party. The parties shall select a single arbitrator to hear and determine the dispute. The cost of the arbitration, excluding legal fees and costs, shall be shared equally by the parties.

15. Force Majeure

Any delay in or failure of performance by GenM under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including accident, acts of God, fire or water damage, criminal conduct, neglect, acts of war, riots, strikes, lightening, electrical disturbances or other similar causes. Such events, occurrences or causes do not include inability to meet financial obligations. The time of performance hereunder is extended by a period of time lost because of such delay. Notwithstanding any other provisions of this section, should the Force Majeure Event last for more than 30 days, Customer may terminate this Agreement immediately upon written notice to GenM.

16. Compliance with Laws

You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations and executive orders.

Geography. We are based in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. You may not access any of the Services outside of the United States without the express, written permission of GenM.

Miscellaneous Provisions. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. There shall be no third-party beneficiaries to this Agreement.

Effective: October 9, 2023