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Moonpreneur, Inc.<\/strong><\/span> This Services Agreement (\u201cAgreement\u201d) is made as of [today] (\u201cEffective Date\u201d), by and between MOONSHOT JUNIOR INC, (\u201cCompany\u201d), a Delaware corporation with its principal place of business at 735 Saratoga Ave, San Jose, CA 95129 and [PARENT\/LEGAL GUARDIAN NAME](\u201cClient\u201d), with principal contact address at [Same as billing address]. The client is understood to be representing and acting in the agency for one or more legal minor children (named in Annexure A) who are designated student recipients of the Company\u2019s learning program offerings under this Agreement. Subscription to the services of this Agreement will be limited to the designated list of recipients in Annexure A. This Agreement will remain in effect until the end of the Service Term as defined below. Services performed and deliverables provided will be subject to the terms and conditions of this Agreement.<\/p>\r\n 1. DESCRIPTION OF SERVICES<\/strong><\/span><\/p>\r\n Project-Based Learning<\/p>\r\n During the term of this Agreement, Company will provide experiential learning and instructional services in product design, development, and entrepreneurship to the designated student recipients through a structured project-based learning program.<\/p>\r\n Moonshot Project<\/p>\r\n The above experiential learning is provided in the context of ideation and implementation of a product or service, identified as the program\u2019s \u2018Moonshot\u2019. The Moonshot project is intended to comprise elements of innovation and entrepreneurship while being suited to the capabilities and interests of the student(s). Choice of Moonshot is identified collaboratively with the student, vetted for feasibility by Company, and embarked on by student(s) with input, supervision, and guidance from the Company\u2019s project-based learning program. IP ownership for the Moonshot project resides jointly with the Company and student(s) of the program under this Agreement.<\/p>\r\n Note: By the nature of entrepreneurial projects, the Moonshot project outcome, notwithstanding best efforts and due diligence from Company and student(s), is inherently uncertain. The company provides no guarantees of project success at any stage, be it design, implementation, product launch, or commercialization.<\/p>\r\n Program Stages<\/p>\r\n The company\u2019s project-based learning program will be delivered in a sequence of stages (Stages 1 through 3B), with specific objectives and gating criteria to guide progress through the stages. The company can however choose to, at its own discretion deviate from these stages for any reason, including the student\u2019s progress. These stages are as follows.<\/p>\r\n Stage 1 (EXPLORATION):<\/p>\r\n The Exploration stage of the learning program is a foundational phase providing an overview of key science, technology, and business concepts relevant to product ideation. Satisfactory completion of this phase, including an understanding of key futuristic technologies, completion of coursework, and learning assignments under guidance and validation of the Company\u2019s subject matter experts.<\/p>\r\n Stage 2 (PREPARATION):<\/p>\r\n Stage 2 prepares program recipients by providing courseware and instruction tailored to their interest areas identified in stage 1, a detailed learning stage for the chosen subject\/stream in Stage 1.<\/p>\r\n Stage 3 (Innovation):<\/p>\r\n The Innovator stage 3 of the program teaches the child end-to-end, ideation to testing life cycle of creating a Moonshot. The following stages are part of this stage:<\/p>\r\n Stage 3A (Empathize):<\/p>\r\n Stage 3B (Define):<\/p>\r\n Stage 3C (Ideate):<\/p>\r\n Stage 3D (Prototype):<\/p>\r\n Stage 3E (Testing):<\/p>\r\n NOTE: Stage 3 can evolve, as the Moonshot project progresses, to subsequent additional stages of product marketing and evangelization, fundraising including crowdfunding and product launch on a suitable e-commerce platform.<\/p>\r\n Program Duration:<\/p>\r\n The company has planned an overall program schedule with minimum completion times for each stage of the program to serve as an anchoring timeline. The company\u2019s offering however also accommodates self-paced learning, as there can be variation in student progress rates, independent of the level of guidance and supervision made available by the Company. Variability can arise from several factors, including student\u2019s ongoing other schedules, rate of completion of learning assignments, and nature of the chosen Moonshot project. There are therefore no fixed stipulations of program duration.<\/p>\r\n 2. SERVICE TERM<\/strong><\/span><\/p>\r\n Company shall provide and correspondingly charge for its program services for a period commencing with [date] (the Onboarding Date for Stage 1, this commencement date having been decided mutually between Company and Client during pre-enrollment), and terminating on the date student(s) complete whatever be their intended stages of Company\u2019s learning program commensurate with their pace of progress.<\/p>\r\n 3. FEES<\/strong><\/span><\/p>\r\n As consideration for the Services provided by the Company defined above, Client shall pay to Company a monthly program fee and initial advance payment. Payment amounts and terms, including qualifying prepayment options for rate discounts, are specified in Exhibit 1 to this Agreement.<\/p>\r\n 4. CONSULTING HOURS<\/strong><\/span><\/p>\r\n For the fee consideration specified in (2) above and in Exhibit 1, Company will, aside from its online learning resources, make available a specific number, of course, instructional hours and consulting hours from subject matter experts (SMEs) appropriate to the needs of the current program stage student(s) are in. These available hours are specified in Exhibit 2.<\/p>\r\n Should students not be in a position to avail of all contact hours in a particular month, unutilized hours may, in certain circumstances be allowed to be carried forward onto the following one-month of the term. Additional carry forward is discouraged and under no circumstances can exceed one calendar month.<\/p>\r\n The Client may also request additional contact hours during specific months, which Company may be able to accommodate and provide at its discretion. Additional hours will be charged separately for when availed, with the rate for such hours specified in Exhibit 2.<\/p>\r\n Depending on the needs of the program stage, both instructors and SMEs can be drawn from a pool of either Company\u2019s staff or third-party resources contracted by the Company for specific expertise.<\/p>\r\n 5. PRINCIPAL CONTACT<\/strong><\/span><\/p>\r\n The company will designate a Project Manager who will manage the delivery of the entire program to student recipients and Client, including progress monitoring and provision of status reports and updates, recommended course corrections, and any other relevant reviews and notifications. The Project Manager will serve as the primary point of contact for all Client communications through all phases of the program, including facilitating and ensuring tracking and scheduling of all SME and instructor contact hours on a weekly and monthly basis.<\/p>\r\n 6. PROGRAM SESSIONS<\/strong><\/span><\/p>\r\n The company may at its discretion choose to record some or all of the learning sessions, project reviews, and other conversations with Client or student(s), for training and quality purposes towards providing a responsive and continually optimized learning program and experience.<\/p>\r\n 7. EXCLUSIONS<\/strong><\/span><\/p>\r\n The company by no means can be construed, under this Agreement, as promising any definitive product or service other than a structured project-based learning experience for student recipients of the program. Various stages of the Company\u2019s program and process outlined in Section 1 (Stages 1 through 3B) towards product ideation and implementation are on a best-attempt basis, including without limitation as to whether program recipients are truly able and ready to complete and progress satisfactorily across learning stages. The company will continually monitor, and may choose to engage, in good faith, one or more Subject Matter Experts and\/or any other third party advisors to assist with the assessment of student learning experience and progress at its sole discretion.<\/p>\r\n 8. INTELLECTUAL RIGHTS<\/strong><\/span><\/p>\r\n Company and Client will co-own the rights to any invention or Intellectual Property created as part of the program learning experience delivered under this Agreement.<\/p>\r\n Based on the Moonshot project\u2019s progress, the Company will suggest filing for patents that are advisable to help retain and preserve intellectual rights for the Moonshot idea and\/or product (if applicable).<\/p>\r\n Company reserves the right to future use of any written or digital content, including articles, blogs, photos, images, videos, presentations, and other marketing collaterals developed by either of students or Company, jointly or individually, including specifically with respect to the Moonshot project under this Agreement.<\/p>\r\n The Client will not market, sell, or claim to own the product\/service created without prior consent and documented agreement and permission from the Company.<\/p>\r\n 9. COMMERCIALIZATION<\/strong><\/span><\/p>\r\n Based on Moonshot project progress, the Company will make the best efforts to qualify the Moonshot project for fundraising for commercial deployment. This will be subject to proper due diligence on all relevant gating criteria prior to product commercialization. The company will work with Client in good faith towards mutually agreeable and beneficial terms, which may include (and often require) joint go-to-market planning and necessary co-investing for reaping optimal financial outcomes from launching off the Moonshot product or service developed under this Agreement.<\/p>\r\n The company however makes no guarantees to successful qualification for acceptance on relevant crowdfunding platforms like Kickstarter. Acceptance rates on such platforms are low regardless of the project\u2019s commercial potential.<\/p>\r\n Launch on e-commerce platforms like Amazon may require significant investment outlay from the Client and carries a high risk of failure and consequent financial loss.<\/p>\r\n Owing to the above, and the various commercialization aspects (some unknown and unique to the project and\/or student) of the Moonshot that the project will go through, in addition to this Agreement, the Client and Company agree to draft and sign any separate contractual Agreements.<\/p>\r\n Timeline and terms for such commercialization Agreements will be proposed and created in alignment with the Moonshot project\u2019s due evolution and progress under the present Agreement.<\/p>\r\n 10. TERMINATION<\/strong><\/span><\/p>\r\n Notwithstanding anything to the contrary herein, either party to this Agreement can terminate the Agreement at any time upon one month\u2019s written notice, with fees to be prorated and adjusted accordingly for the remainder of the service term. Any payments made by the Client are non-refundable.<\/p>\r\n 11. GENERAL<\/strong><\/span><\/p>\r\n 11 A. AMENDMENTS<\/strong><\/span><\/p>\r\n The Company reserves the right to make appropriate amendments to the terms and conditions of Service under this Agreement from time to time. This Agreement may only be modified by mutual agreement of authorized representatives of the parties in writing.<\/p>\r\n 11 B. INDEMNIFICATION<\/strong><\/span><\/p>\r\n Client shall indemnify and hold harmless Company and its directors, officers and employees from any and all claims, losses, liabilities, damages, suits, actions and associated legal actions and expenses to Client arising from injury or property damages to Client or designated student recipients of this Agreement arising from their participation in the Company\u2019s project-based learning program.<\/p>\r\n 11 C. GOVERNING LAW<\/strong><\/span><\/p>\r\n This Agreement shall be governed exclusively by the laws of the State of California without regard to its conflicts of law principles. Any action brought hereunder shall be brought exclusively in the federal or state courts, in Santa Clara, California, and both parties hereby consent to the jurisdiction of such courts and to such venue, which both agree is convenient. The parties irrevocably waive all rights they may have to a trial by jury in any judicial proceeding involving any claim relating to or arising under this Agreement.<\/p>\r\n This page explains our terms of use. When you use Moonfunded, you\u2019re agreeing to all the rules below.\u00a0<\/span><\/p>\r\n By using this website (the \u201cSite\u201d) and services (together with the Site, the \u201cServices\u201d) offered by Moonfunded, Moonpreneur Inc. and its and their parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors\u2014collectively, \u201cMoonfunded,\u201d \u201cwe,\u201d or \u201cus\u201d), you\u2019re agreeing to these legally binding rules (the \u201cTerms\u201d).<\/span><\/p>\r\n We may change these terms from time to time. If we do, we\u2019ll let you know about any material changes, either by notifying you on the Site or by sending you an email. Creators based in the European Union will be notified of material changes at least 15 days before they go into effect. New versions of the terms will never apply retroactively\u2014we\u2019ll tell you the exact date they go into effect. If you keep using Moonfunded after a change, that means you accept the new terms.<\/span><\/p>\r\n Moonfunded is for your personal, non-commercial use, except as explained in section 4 and section 5 below.<\/span><\/p>\r\n 12. About Creating an Account<\/b><\/span><\/p>\r\n You must be 18 or over to sign up for a Moonfunded account. You\u2019re responsible for your account and all the activity on it.<\/span><\/p>\r\n You can browse Moonfunded without registering for an account. But to use some of Moonfunded\u2019s functions, you\u2019ll need to register, choose a username, and set a password. When you do that, the information you give us has to be accurate and complete. Don\u2019t impersonate anyone else or choose names that are offensive or that violate anyone\u2019s rights. If you don\u2019t follow these rules, we may cancel your account.<\/span><\/p>\r\n You\u2019re responsible for all the activity on your account, and for keeping your password confidential. If you find out that someone used your account without your permission, you should report it to support@moonpreneur.com.<\/span><\/p>\r\n To sign up for an account, you need to be at least 18 years old, or old enough to form a binding contract where you live. If necessary, we may ask you for proof of age.<\/span><\/p>\r\n 13. How Projects Work<\/b><\/span><\/p>\r\n This clause explains what you\u2019re agreeing to when you create or back a Moonfunded project.<\/span><\/p>\r\n Moonfunded provides a funding platform for creative projects. When a creator posts a project on Moonfunded, they\u2019re inviting other people to form a contract with them. Anyone who backs a project is accepting the creator\u2019s offer, and forming that contract.<\/span><\/p>\r\n Moonfunded is not a part of this contract\u2014the contract is a direct legal agreement between creators and their backers. Here are the terms that govern that agreement:<\/span><\/p>\r\n When a project is successfully funded, the creator must complete the project and fulfill each reward. Once a creator has done so, they\u2019ve satisfied their obligation to their backers.<\/span><\/p>\r\n Throughout the process, creators owe their backers a high standard of effort, honest communication, and a dedication to bringing the project to life. At the same time, backers must understand that they\u2019re not buying something when they back a project\u2014they\u2019re helping to create something new, not ordering something that already exists. There may be changes or delays, and there\u2019s a chance something could happen that prevents the creator from being able to finish the project as promised.<\/span><\/p>\r\n If a creator is unable to complete their project and fulfill rewards, they\u2019ve failed to live up to the basic obligations of this agreement. To right this, they must make every reasonable effort to find another way of bringing the project to the best possible conclusion for backers. A creator in this position has only remedied the situation and met their obligations to backers if:<\/span><\/p>\r\n <\/p>\r\n 14. How Funding Works<\/b><\/span><\/p>\r\n This section goes over the details of backing and creating projects\u2014things like how money gets collected, whether pledges can be changed or canceled, and how creators can contact backers to provide rewards.<\/span><\/p>\r\n These are the terms that apply when you\u2019re backing a project:<\/span><\/p>\r\n You\u2019re only charged if the project reaches its fundraising goal. You\u2019ll provide your payment information when you pledge, but you won\u2019t be charged. Your payment will only be collected if, at the time of the project\u2019s funding deadline, the project has reached its fundraising goal. The exact amount you pledged is the amount Moonfunded will collect. If the campaign hasn\u2019t reached its fundraising goal, you won\u2019t be charged, no funds will be collected, and no money will change hands.<\/span><\/p>\r\n In some cases we\u2019ll reserve the charge on your card. Moonfunded and its payment partners may authorize or reserve a charge on your credit card (or whatever payment method you use) for any amount up to the full pledge, at any time between the pledge and the collection of funds.<\/span><\/p>\r\n You can change or cancel your pledge at any time before the project\u2019s funding deadline (with one exception). You can increase, decrease, or cancel your pledge at any time during the campaign, with one exception. During the last 24 hours of the campaign, you can\u2019t decrease or cancel your pledge without contacting customer support first\u2014if that action would drop the project below its funding goal. Once the project has been funded, you can only cancel or change your pledge by making special arrangements directly with the creator.<\/span><\/p>\r\n The estimated delivery is the creator\u2019s estimate. The month and year listed on each reward is the creator\u2019s estimate of when they will provide the reward\u2014not a guarantee to fulfill by that time. The schedule may change as the creator works on the project. We ask creators to think carefully, set an estimated delivery they feel confident they can work toward, and communicate with backers about any changes.<\/span><\/p>\r\n The creator may need to send you questions about your reward. To deliver rewards, the creator might need information from you, like your mailing address or t-shirt size. They\u2019ll request that information after the campaign has succeeded. To receive the reward, you\u2019ll need to provide the information in a reasonable amount of time. Creators should not ask for personal information that is not necessary to provide your reward, and should never request sensitive personal information such as your Social Security number or payment information. Contact us at support@moonpreneur.com if you receive a request for information that seems inappropriate or excessive.<\/span><\/p>\r\n Moonfunded doesn\u2019t offer refunds. Responsibility for finishing a project lies entirely with the project creator. Moonfunded doesn\u2019t hold funds on creators\u2019 behalf, cannot guarantee creators\u2019 work, and does not offer refunds.<\/span><\/p>\r\n 15. Terms applicable to creator of the project-<\/b><\/span><\/p>\r\n You can refund individual pledges if you want. After your project has been funded, you can cancel and refund a backer\u2019s pledge at any time. If you do, you have no further obligation to that specific backer, and no agreement exists between you.<\/span><\/p>\r\n We\u2019ll charge our fees before putting funds in your account. Moonfunded and its payment partners will subtract fees before transmitting the proceeds of a campaign.<\/span><\/p>\r\n Some pledges can\u2019t be collected, which might reduce the amount of funding you get. Because some payments can\u2019t be collected\u2014for instance, when a backer\u2019s credit card expires before funding ends, and they don\u2019t provide updated information\u2014we can\u2019t guarantee that the amount of funding you receive will be exactly equal to the full amount pledged minus fees.<\/span><\/p>\r\n We’ll help resolve payment-card disputes. If a backer of your project disputes the charge with their card issuer, we’ll handle re-presenting the charge to settle the dispute with the card issuer. You\u2019ll be notified that a dispute has been filed, and you\u2019ll be able to provide evidence to help us resolve it in your favor. If the cardholder\u2019s dispute is found valid, you authorize us to charge the credit card number you provided when you started your project for the amount of the chargeback.<\/span><\/p>\r\n Prepare for potential delays. Don\u2019t assume you\u2019ll be able to launch your project when you want; there could be a reason we\u2019re not able to accept it, or a problem that takes time to resolve. Don\u2019t assume you\u2019ll be able to immediately collect your funding; there may be a delay between the end of a successful campaign and your access to the funds. And don\u2019t take any actions in reliance on collecting any of the money pledged until you actually have the ability to withdraw it from your account and spend it.<\/span><\/p>\r\n 16. Moonfunded is not responsible for the following-<\/b><\/span><\/p>\r\n We don\u2019t oversee projects\u2019 performance, and we don\u2019t mediate disputes between users.<\/span><\/p>\r\n Moonfunded isn\u2019t liable for any damages or losses related to your use of the Services. We don\u2019t become involved in disputes between users, or between users and any third party relating to the use of the Services. We don\u2019t oversee the performance or punctuality of projects, and we don\u2019t endorse any content users submit to the Site. When you use the Services, you release Moonfunded from claims, damages, and demands of every kind\u2014known or unknown, suspected or unsuspected, disclosed or undisclosed\u2014arising out of or in any way related to such disputes and the Services. All content you access through the Services is at your own risk. You\u2019re solely responsible for any resulting damage or loss to any party.<\/span><\/p>\r\n 17. Fees Structure<\/b><\/span><\/p>\r\n We only charge our 5% fee on successfully funded projects, in addition to any fees from our payment partners.<\/span><\/p>\r\n Creating an account on Moonfunded is free. If you create a project that reaches its funding goal, we collect a 5% fee and our payment partners collect fees. Our partners\u2019 fees may vary slightly based on your location.<\/span><\/p>\r\n We will not collect any fees without giving you a chance to review and accept them. If our fees ever change, we\u2019ll announce that on our Site. Some funds pledged by backers are collected by payment providers. Each payment provider is its own company, and Moonfunded isn\u2019t responsible for its performance.<\/span><\/p>\r\n You\u2019re responsible for paying any additional fees or taxes associated with your use of Moonfunded.<\/span><\/p>\r\n 18. Deleting Your Account<\/b><\/span><\/p>\r\n You can delete your account at any time, but doing so won\u2019t automatically remove some content you\u2019ve already posted.<\/span><\/p>\r\n You can terminate your account at any time through your account settings. We may retain certain information as required by law or as necessary for our legitimate business purposes. All provisions of this agreement survive termination of an account, including our rights regarding any content you\u2019ve already submitted to the Site. (For instance, if you\u2019ve launched a project, deleting your account will not automatically remove the project from the Site.) You can contact us at support@moonpreneur.com for additional information or to request project page deletion (this is not available in all circumstances).<\/span><\/p>\r\n For account cancelations, we will let the account holder know the reasons for this action at least 30 days in advance, unless we\u2019re canceling for reasons related to illicit or inappropriate content, the safety of a good or service, counterfeiting, fraud, malware, spam, data breaches, other cybersecurity risks, or the suitability of a good or service for minors.<\/span><\/p>\r\n Moonpreneur, Inc.<\/strong><\/span> A monthly fee will be auto deducted from your Credit\/Debit or PayPal account on a monthly basis.<\/p>\r\n Any discount coupon applied is effective for that particular month only and the client will be charged the full amount as per their selected plan for subsequent months.<\/p>\r\n Exhibit 2 \u2013 Program Consulting and Contact Hours<\/p>\r\n The monthly hours for Project Manager and SME will be basis the plan selected and are as displayed on the programs page\/monthly bills.<\/p>\r\n Additional Consulting Hours<\/p>\r\n Additional Consulting Hours in a month maybe planned for and available upon advance request submitted by Client. Additional consulting hours will be invoiced separately at a rate of USD 45\/hour.<\/p>\r\n Annexure A \u2013 Participant Student(s)<\/p>\r\n The student information like Name, contract number and email address will be collected at the starting of the program and can be seen on the \u201cMy Account\u201d section of the website<\/p>\r\n <\/p>\r\n <\/p>\r\n <\/p>\r\n","protected":false},"excerpt":{"rendered":"","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"inline_featured_image":false},"yoast_head":"\n
SERVICES AGREEMENT<\/strong><\/span><\/p>\r\nMoonfunded<\/span><\/h3>\r\n
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Exhibit 1 \u2013 Payment Terms<\/strong><\/span><\/p>\r\n<\/h2>\r\n