THESE STANDARD TERMS AND CONDITIONS (these “T&Cs”) form an integral part of the Janek Subscription Agreement by and between Janek Performance Group, Inc. (“Janek”) and the Customer and set out the terms and conditions applicable to the provision of all services by Janek. The Subscription Agreement, including these T&Cs, shall be collectively referred to as the “Agreement.”

1. Fees, Expenses, and Payment. Customer shall pay Janek the fees set forth in the Agreement. If any check or other negotiable instrument provided to Janek by Customer is returned for any reason, Customer agrees to pay Janek thirty dollars ($30) per returned check. All past due amounts will bear interest at 1½% per month or the highest interest rate allowable under applicable law, whichever is lower. Customer agrees to pay to Janek all of its costs incurred in collecting any unpaid amount due under the Agreement, including but not limited to reasonable attorney fees and collection costs. Customer understands and agrees that all credit card transactions are final and non-refundable. All credit card transactions over $5,000 will incur a fee of 3.5%.
2. Confidentiality.
   • “Confidential Information” means non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including each Party’s business, financial, and product information and Janek’s training materials, methodologies, frameworks, and know-how. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was lawfully known to it without restriction before disclosure; (b) is or becomes publicly available through no fault of the Receiving Party; or (c) is rightfully received from a third party without breach of any obligation.
   • Each Party, as Receiving Party, will: (a) use the other Party’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (b) not disclose such Confidential Information to any third party except as permitted under this Agreement; and (c) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party reasonable prior notice and cooperates, at the Disclosing Party’s expense, in any effort to limit or contest the disclosure. The Parties’ duties of confidentiality in this Section shall survive any termination or expiration of this Agreement.
3. Customer Data. “Customer Data” means the data, materials, records, and information that Customer provides to Janek in connection with performing the Services, including participant and personnel information, assessment results, and Customer business information. Customer Data does not include, and Janek retains all right, title, and interest in, the methodologies, training materials, frameworks, tools, and know-how used or developed by Janek.
4. Data Security. Janek will maintain an information security program that includes commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, and unauthorized disclosure or access, appropriate to the nature of the Services. Janek may update, modify, or enhance such measures from time to time, provided that it will not materially reduce the overall level of security provided during the term of the Agreement. The specific controls and methods used to satisfy these obligations are determined by Janek in its reasonable discretion. Customer acknowledges that no method of transmitting or storing information is completely secure and that Janek does not and cannot guarantee that Customer Data will be free from unauthorized access, loss, or alteration; Janek’s obligations are limited to those expressly set forth in this Agreement, and Janek does not warrant that its security measures will prevent all Security Incidents.
5. Data Retention, Return, and Deletion. Janek will retain Customer Data only for as long as reasonably necessary to provide the Services or as otherwise agreed in writing. Within thirty (30) days following expiration or termination of this Agreement, or following Customer’s earlier written request, Janek will, at its election, either return or delete Customer Data then in its possession or control, except as set out in this Section. Notwithstanding the foregoing, Janek may retain Customer Data: (a) contained in routine system backups, which will be deleted in accordance with Janek’s standard backup-retention cycle rather than on demand; and (b) as required to comply with applicable law or a bona fide legal hold or pending or anticipated litigation. Customer Data so retained remains subject to the confidentiality obligations of this Agreement for as long as it is retained.
6. Security Incident Notification. Janek will notify Customer without undue delay, and in any event within seventy-two (72) hours, after Janek confirms a Security Incident affecting Customer Data. “Security Incident” means a confirmed breach of Janek’s security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to, Customer Data. A Security Incident does not include unsuccessful or attempted access, pings, port scans, denial-of-service attempts, or other unsuccessful events that do not result in unauthorized access to Customer Data. Janek’s notification of, or response to, any Security Incident is not and will not be construed as an acknowledgment or admission by Janek of any fault, liability, or wrongdoing in connection with the incident.
7. Subcontractors and Subprocessors. Janek may engage affiliates, subcontractors, and subprocessors to assist in providing the Services. Janek will impose on each such party written obligations of confidentiality and data protection that are no less protective than those set out in this Agreement, to the extent applicable to the services they perform. Upon Customer’s reasonable written request, Janek will make available a list of subprocessors that have access to Customer Data, and Janek may add or replace subprocessors upon notice to Customer (which may be provided electronically). Janek remains responsible for the performance of its subcontractors’ and subprocessors’ obligations under this Section.
8. Personnel. Janek will limit access to Customer Data and Customer’s Confidential Information to its personnel and contractors who have a need to access it to perform the Services, and will ensure that such persons are bound by written confidentiality obligations or by Janek’s binding confidentiality policies that are consistent with this Agreement.
9. Security Documentation. Upon Customer’s reasonable written request, no more than once in any twelve (12) month period, Janek will make available a copy or summary of such third-party security audit report (such as a SOC 2 report) as Janek may then maintain, if any, subject to Customer’s confidentiality obligations under this Agreement. Provision of such report, or, if Janek does not maintain such a report, a written description of Janek’s applicable security measures, constitutes Janek’s sole obligation, and Customer’s sole and exclusive remedy, with respect to verification of Janek’s security commitments. For the avoidance of doubt, Customer is not entitled to conduct, and Janek is not obligated to permit, any on-site or remote audit, inspection, or penetration testing of Janek’s systems, facilities, or networks.
10. Force Majeure. Neither Party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, labor disputes, governmental actions, internet or telecommunications failures, cyberattacks, or similar events. Janek shall also not be responsible for delays caused by Customer’s failure to provide required information, access, personnel, approvals, or cooperation.
11. Limitation of Liability. In no event, whether in contract, tort, or otherwise, shall either Party be liable to the other for any special, indirect, consequential, incidental, or punitive damages; provided, however, that the foregoing shall not limit Customer’s liability arising out of (a) Customer’s indemnification obligations under this Agreement, (b) Customer’s breach of the License or the intellectual property provisions of this Agreement, or (c) Customer’s breach of its confidentiality obligations. Customer’s exclusive remedy against Janek for any material breach of the Agreement, whether based upon contract, strict liability, tort, or any other cause of action, shall be for the re-performance of any Services determined to be deficient by the Parties. Should re-performance of the Services be unfeasible, in recognition of the relative risks and benefits of the Services to both the Customer and Janek, the risks have been allocated such that the Customer agrees, to the fullest extent permitted by law, to limit the liability of Janek and any Janek contractors, for any and all of Customer’s claims, losses, costs, damages of any nature whatsoever or claims, expenses from any cause or causes, including attorneys’ fees and costs and expert witness fees and costs, so that the total aggregate liability of Janek and any Janek contractors to the Customer shall not exceed the fees paid by Customer to Janek in the six (6) month period ending with the most recent payment from Customer to Janek.
12. Relationship of the Parties. Janek’s relationship with Customer will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Neither Party is authorized to make any representation, contract, or commitment on behalf of the other.
13. Non-Hiring. During the Term and for twelve (12) months thereafter, neither Party shall knowingly solicit for employment any employee of the other Party. General advertisements and recruiting efforts not specifically directed at such employee shall not violate this provision.
14. Assignment. Customer may not assign this Agreement or any of its rights or obligations under the Agreement without the express written consent of Janek.
15. Governing Law; Jurisdiction; Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Nevada, and the Parties agree that this Agreement is executed and delivered in Nevada. In the event any legal action becomes necessary to interpret or enforce the terms of this Agreement, the Parties agree that such action will be brought in a court of appropriate jurisdiction in Clark County, Nevada. The Parties consent to the sole and exclusive jurisdiction of the courts located in Clark County, Nevada, including for acts occurring outside of the United States. In any proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover an amount equal to reasonable attorneys’ fees and costs incurred.
16. Severability. If any provision of this Agreement is declared to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.
17. Waiver. No failure or delay by either Party to exercise any right shall constitute a waiver under this Agreement.
18. General Terms. The Agreement constitutes the complete agreement between the Parties and supersedes all previous agreements or representations, written or oral. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party. The specific terms and conditions of this Agreement, but not its existence or general nature, are Confidential Information and, subject to the exceptions set out in Section 2 (Confidentiality), shall not be disclosed by any Party without the consent of all Parties.
19. Rescheduling Confirmed Events. If, for any reason, Customer reschedules any confirmed training, coaching, or consulting project event(s) (“Rescheduled Event”), Customer will be required to pay the rescheduling fees for the specific event being rescheduled as set out below:

20. Customer Acknowledgement. Customer acknowledges that cancellations and rescheduling of consulting or training will cause Janek to incur economic damages and losses which are difficult to ascertain with certainty and that the cancellation and rescheduling fees set out above represent fair, reasonable, and appropriate estimates thereof.
21. Term/Termination. This Agreement shall begin on the Effective Date and shall continue for the initial term and any renewal terms set forth in the Subscription Agreement, unless earlier terminated as provided in this Section. This Agreement may be terminated for breach should either Party fail to perform or comply with any material term or condition of this Agreement and such breach is not cured within thirty (30) days following detailed written notice of the breach from the other Party. Termination shall not relieve Customer of any payment obligations accrued or committed prior to termination, including subscription fees due for the then-current subscription term.
22. License to Training Materials. Janek grants to Customer a limited, nonexclusive, nontransferable license to use the AI training platforms, sales programs, training, books, digital training materials, handouts, tools, models, and other materials delivered as part of the Jenius online learning platform, including any Output (as defined below), or as otherwise delivered as part of this Agreement in live training, and all derivative works thereof (collectively “Janek Training Materials”) under the following terms (“License”):
    • Customer’s License to access and use the Janek Training Materials accessed through Jenius is limited to use by Customer’s employees that are currently assigned an access seat from an active and paid subscription of Customer to the Jenius platform (“Subscribed User”). Customer may transfer Jenius access seats to different employees at any time while Customer has an active and paid subscription to Jenius. Customer may not provide the Janek Training Materials accessed through Jenius to any person who is not currently a Subscribed User. All rights to access, use, or possess the Janek Training Materials accessed through Jenius shall automatically terminate when Customer’s subscription to the Jenius platform ends.
    • Customer’s License to access and use the Janek Training Materials delivered as part of the live training provided in this Agreement is limited to use by Customer’s employees for which all training fees have been paid and that have attended a training program facilitated by Janek or Customer trainer who was certified by Janek (“Live Training Employee”). Customer may not transfer or assign the license granted under this Agreement for Janek Training Materials delivered as part of live training to a different person who is not part of the Live Training
    • Customer shall only permit the Janek Training Materials to be used in connection with the sales and sales management functions of Customer’s own business.
    • Customer understands that the Janek Training Materials are the sole and exclusive property of Janek and constitute confidential and/or proprietary information of Janek. Customer shall hold the Janek Training Materials in strict confidence and shall use at least the same degree of care in protecting the Janek Training Materials that Customer uses to protect its own confidential information, but in no event less than reasonable care. Customer shall not disclose to any third-party or otherwise permit any third-party access to the Janek Training Materials without the express written consent of Janek. Customer will take reasonable steps to ensure that none of its employees or agents use, copy, or disclose any Janek Training Materials except as permitted by this License. Customer shall remain ultimately responsible for any unauthorized use, copying or disclosure by any of its employees or agents.
    • Customer understands and agrees that this License is conditioned at all times upon (i) Customer’s payment in full to Janek all sums due for Customer’s subscription to the Jenius platform or otherwise due under this Agreement and (ii) Customer not being in breach of this Agreement.
    • Customer agrees not to copy, scan, photograph, screenshot, create electronic copies, distribute, reproduce, or misappropriate any of the Janek Training Materials in whole or in part. Customer shall not record or permit the recording of any training program or engagement related to the Janek Training Materials. Except as authorized under this License, Customer shall not provide the Janek Training Materials to its employees without the express written authorization of Janek. Customer is responsible for using reasonable commercial efforts to recover all Janek Training Materials from any employee that is terminated or otherwise ceases his or her employment with Customer.
    • Customer understands and agrees that in the event of a material breach of this License, Janek is entitled to: (a) terminate the License; (b) revoke access to any digital training materials, including any on-demand learning platforms; (c) repossession of all Janek Training Materials and any copies within Customer’s possession, custody, or control; and (d) seek injunctive relief to cease ongoing violations and to prevent subsequent violations. Customer further agrees to hold Janek free and harmless for any losses it incurs as a result of Janek’s termination of this License for material breach.
    • Upon the expiration of Customer’s subscription to Jenius, Customer’s right and License to use the Janek Training Materials accessed through Jenius and any other rights granted to Customer related to Jenius shall cease. Upon the termination of the License for material breach, Customer’s right and License to use the Janek Training Materials delivered as part of the live training provided in this Agreement and any other rights granted to Customer related to Janek Training Materials shall cease. Upon termination of the License, Customer further agrees to (a) purge all copies of any Janek Training Materials or any portion thereof from its system, computer storage media or any other location on or in which Customer has placed such materials; (b) at Janek’s request, return or destroy all copies of the Janek Training Materials; and (c) deliver to Janek a written certification that Customer has complied with this Section. The foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available at law and in equity.
23. Ownership Rights of Janek Training Materials. Janek retains all right, title, and interest in the Janek Training Materials and all derivative works thereof and in all patents, copyrights, trademarks, trade secrets, and other intellectual property rights in or relating to the Janek Training Materials and all derivative works thereof. All copyright, trademark, and other proprietary notices incorporated in or fixed to any Janek Training Materials shall not be altered, removed or obscured. Customer will not attempt to register, in Customer’s own name, any of Janek’s patents, copyrights, service marks, trademarks, trade names, or trade dress, or any portion of the Janek Training Materials.
24. No Transfer of Other IP Rights. Other than the License set out above, this Agreement is not intended to, and does not, transfer or license any rights that Janek has in any of its intellectual property to Customer, including in Janek’s trademarks, copyrights, Janek Training Materials, patents, trade secrets, other intellectual property rights of Janek, and all derivative works thereof.
25. No Guarantee of Results. The Services and Janek Training Materials are provided “AS IS.” There are no guarantees or warranties, express or implied. Janek makes no guaranty or warranty as to results to be attained by any consulting or training.
26. Indemnification. Customer shall defend, indemnify, and hold harmless Janek and its affiliates, and each of their respective officers, directors, employees, contractors, and agents (collectively, the “Janek Indemnified Parties”), from and against any and all third-party claims, demands, suits, actions, or proceedings (“Claims”), and any losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and expert witness fees and costs) (“Losses”) arising out of or relating to:
    • Customer Data, including any Claim that Customer Data, or Janek’s authorized access to, use of, or processing of Customer Data in accordance with the Agreement, infringes or misappropriates any intellectual property right, violates any right of privacy or publicity, or violates any applicable law;
    • Customer’s breach of, or any unauthorized use, reproduction, distribution, or disclosure of the Janek Training Materials in violation of, the License or the related ownership and intellectual property provisions of this Agreement, including any such act or omission by any individual whom Customer designates or permits to access or use the Services on Customer’s behalf, including each Subscribed User and each Live Training Employee (collectively, “Authorized Users”), Customer’s employees, agents, or contractors;
    • any content, materials, data, or information that Customer or its Authorized Users provide, upload, submit, or direct Janek to access or use in connection with the Services, whether or not also constituting Customer Data, including any Claim that such content, or Janek’s use of such content as authorized or directed by Customer, infringes or misappropriates any intellectual property right or violates any applicable law; and
    • Customer’s or its Authorized Users’ use of the Services or Janek Training Materials in violation of this Agreement or applicable law.

Janek will (i) promptly notify Customer in writing of any Claim for which it seeks indemnification, provided that failure or delay in providing notice will not relieve Customer except to the extent Customer is materially prejudiced thereby; (ii) grant Customer sole control of the defense and settlement of the Claim, with counsel reasonably acceptable to Janek; and (iii) provide reasonable cooperation at Customer’s expense. Janek may participate with its own counsel at its own expense. Customer may not consent to any judgment or settlement that imposes liability or any admission of fault on, or fails to fully release, any Janek Indemnified Party without Janek’s prior written consent.

27. Use of the Jenius System.
    • “Jenius” means Janek’s proprietary online artificial-intelligence system for sales training and related functionality which may be made available to Customer and its Authorized Users as part of the Services. “Input” means any data, text, prompt, file, or other content submitted to Jenius by Customer or an Authorized User. “Output” means the responses, content, assessments, recommendations, or other results generated by Jenius in response to Input.
    • Acceptable Use. Customer shall use, and shall ensure that its Authorized Users use, Jenius and the Services only in accordance with this Agreement and applicable law. Customer shall not, and shall not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover, access, or derive the source code, model architecture, model weights, algorithms, or training data underlying Jenius; (b) use Jenius, any Output, or any Janek Training Materials to develop, train, fine-tune, or improve any artificial-intelligence model, machine-learning system, dataset, or product, or to build any product or service that competes with or is substantially similar to Jenius or the Services; (c) scrape, harvest, or extract data from Jenius, or access Jenius by automated means (including bots, crawlers, or scripts) except through interfaces expressly authorized by Janek; (d) circumvent or exceed any seat, usage, rate, or capacity limit, or share, transfer, or provide login credentials to any person who is not an Authorized User; (e) submit any Input that Customer lacks the right to submit, or that is unlawful, infringing, or harmful, or that includes sensitive personal data beyond what is reasonably necessary for the Services; (f) use Jenius to generate or disseminate unlawful, harmful, harassing, defamatory, or infringing content; or (g) defeat, bypass, or interfere with any security, safety, content-filtering, or usage-control feature of Jenius, including through prompt injection, jailbreaking, or adversarial inputs. Customer is responsible for all use of Jenius under its accounts and for any breach of this Section by its Authorized Users.
    • AI Output; No Reliance. Customer acknowledges that Jenius uses artificial-intelligence and machine-learning technologies and that Output is generated automatically and probabilistically based on Input. Output may be inaccurate, incomplete, outdated, or otherwise unsuitable and may not reflect current facts or Customer’s particular circumstances. Output is provided for sales-training and informational purposes only and does not constitute, and may not be relied upon as, legal, financial, HR, employment, medical, or other professional advice. Customer is solely responsible for reviewing, evaluating, and validating all Output before using or relying on it and for any decision or action taken based on Output. Janek does not warrant the accuracy, completeness, reliability, or fitness of any Output. Because Output is generated probabilistically, Jenius may generate the same or similar Output for different customers, and Janek makes no representation that Output is unique to Customer. This Section supplements, and does not limit, the “No Guarantee of Results” Section.
    • Inputs, Outputs, and License. As between the Parties, Customer retains all right, title, and interest in and to its Input, and Janek retains all right, title, and interest in and to Jenius, Outputs, the underlying models, and all software, technology, and Janek Training Materials. Customer’s use of any Output is governed by the License.
    • Suspension of Access. Janek may suspend or restrict Customer’s or any Authorized User’s access to Jenius or the Services, in whole or in part, immediately and without liability, if Janek reasonably determines that: (a) Customer has failed to pay any amount when due; (b) Customer or an Authorized User has violated the Acceptable Use Section or is using Jenius in a manner that poses a security risk or may harm Janek’s systems or other customers or subject Janek to liability; (c) there has been or may be unauthorized access to Jenius through Customer’s accounts; or (d) suspension is required to comply with applicable law or a governmental request. Where practicable, Janek will provide advance notice and an opportunity to cure, but Janek may suspend immediately where it reasonably determines that doing so is necessary to protect its systems or other customers or to comply with law. A suspension under this Section is not a termination, does not relieve Customer of its payment obligations, and does not extend the Term. Janek will restore access promptly after the circumstances giving rise to the suspension are resolved.
    • Changes to the Service; Availability. Janek may modify, update, enhance, or discontinue features or functionality of Jenius and the Services from time to time, provided that Janek will not materially reduce the core functionality for which Customer has paid during the then-current Term without offering reasonably comparable functionality. Janek may perform scheduled or emergency maintenance. Customer acknowledges that the Services may be temporarily unavailable due to maintenance, updates, or factors beyond Janek’s reasonable control, and that, except as expressly forth in a written service-level agreement signed by both Parties, Janek does not guarantee any particular level of availability or uptime.
    • Accounts and Authorized Users. Customer is responsible for: (a) all activity occurring under its and its Authorized Users’ accounts; (b) maintaining the confidentiality and security of all login credentials; (c) ensuring that each Authorized User complies with this Agreement; and (d) promptly notifying Janek of any actual or suspected unauthorized use of or access to the Services or any account. Customer shall not allow any person other than an Authorized User to access or use the Services and shall not share, transfer, or provide login credentials to any person who is not an Authorized User. Janek is not liable for any loss or damage arising from Customer’s failure to comply with this Section.
    • If Customer or any Authorized User provides Janek with suggestions, ideas, enhancement requests, or other feedback regarding Jenius or the Services (“Feedback”), Janek may use, develop, and exploit such Feedback without restriction and without any obligation, attribution, or compensation to Customer. Janek owns all right, title, and interest in any improvement or modification to Jenius or the Services based on Feedback.
    • Third-Party Components. Jenius may incorporate, rely on, or interoperate with third-party models, software, services, or content (“Third-Party Components”), which may be subject to their own terms. Janek is not responsible or liable for Third-Party Components, and Janek’s warranties and obligations under this Agreement do not extend to them. Janek’s sole obligation with respect to a failure of a Third-Party Component is to use commercially reasonable efforts to address it or to provide a reasonable alternative.
    • Usage Data. Janek may collect and use technical and usage data relating to Customer’s and its Authorized Users’ use of Jenius and the Services (such as log data, device and connection information, feature usage, and performance metrics) to operate, secure, support, analyze, and improve the Services and for Janek’s other legitimate business purposes. To the extent such data identifies Customer or any individual, Janek will handle it in accordance with the confidentiality and data-protection provisions of this Agreement.
    • Customer Data Rights and Consents. Customer represents and warrants that it has all rights, consents, and authority necessary to provide the Input and Customer Data to Janek and to authorize Janek to process them as contemplated by this Agreement, including with respect to the personal data of Customer’s personnel or other individuals. Customer is responsible for providing any notices to, and obtaining any consents from, such individuals required by applicable data-protection and privacy laws. If the Parties determine that a data processing agreement is required under applicable law, the Parties will enter into Janek’s standard data processing agreement, which will be incorporated into and form part of this Agreement.
28. Survival. Provisions that by their nature should survive termination or expiration shall survive. Without limiting the generality of the foregoing, 1 (Fees, Expenses, and Payment), 2 (Confidentiality), 4 (Data Security), 5 (Data Retention, Return, and Deletion), 6 (Security Incident Notification), 7 (Subcontractors and Subprocessors), 8 (Personnel), 9 (Security Documentation), 11 (Limitation of Liability), 13 (Non-Hiring), 15 (Governing Law; Jurisdiction; Venue), 22 (License to Training Materials), 23 (Ownership Rights of Janek Training Materials), 24 (No Transfer of Other IP Rights), 26 (Indemnification), and 27 (Use of the Jenius System) shall survive the termination or expiration of this Agreement.
29. Counterparts / Facsimile Signatures. This Agreement may be executed in counterparts, each deemed an original and together constituting one instrument. Facsimile, PDF, and electronic signatures shall have the same force and effect as originals.