SMART PEOPLE NETWORK, INC.

Including All Affiliated Entities of Lang & Co Holdings

VIP FOUNDERS SOCIETY

GENERAL TERMS OF SERVICE

These General Terms of Service (“Terms”) form part of the binding agreement between you and Smart People Network, Inc., including all affiliated entities, divisions, programs, and operating companies associated with Lang & Co Holdings (collectively referred to as “the Company,” “we,” “us,” or “our”).

If an affiliate, subsidiary, or partner entity of Smart People Network, Inc. provides a product, service, program, consulting engagement, grant advisory, or strategic infrastructure under the agreement, then the rights, protections, and limitations contained in these Terms extend fully to those affiliated entities.

The parties acknowledge and agree that this is a commercial business transaction, not a consumer transaction. Each party represents that it has the appropriate authority, business experience, and judgment necessary to enter into this agreement.

The parties further agree that these Terms represent a reasonable allocation of risk, responsibility, and commercial expectations, and that such allocation is essential to the Company’s ability to provide its programs and services at the rates charged.

1. CHANGES IN SERVICES

As the Company’s advisory systems, consulting programs, grant infrastructure, and strategic services evolve and improve, the precise method of delivering services may change.

The Company reserves the right to update, modify, enhance, or restructure the method by which services are delivered, provided that such modifications do not materially reduce the overall value or intent of the services purchased.

The Company may also discontinue certain services or program features upon reasonable notice. If a service is discontinued and cannot be reasonably replaced with a comparable offering, the Company may issue a prorated credit or adjustment solely for services not yet initiated.

2. TERM, SUSPENSION, TERMINATION

Term

The contract term is defined in the written agreement executed between the parties.

The Company invests significant resources, advisory time, intellectual property, and operational infrastructure to deliver services throughout the term of the contract. Therefore, except as expressly approved in writing by an authorized officer of the Company, there is no right to cancellation, early termination for convenience, or refund for unused services.

Suspension or Limitation of Services

The Company may suspend, limit, or terminate services if:

• Required by a regulatory authority, court order, or third-party provider

• The client becomes insolvent or unable to meet payment obligations

• A security breach or misuse of services occurs

• The client breaches contractual obligations

• A violation of applicable law occurs

Except where suspension is caused by the Company’s fault, all contractual payment obligations remain fully enforceable during any period of suspension.

Termination for Breach

Either party may terminate the agreement if the other party commits a material breach and fails to cure that breach within 30 days of written notice.

Upon termination, all licenses and access to the Company’s systems, intellectual property, and services immediately cease. Termination does not relieve the client of outstanding payment obligations.

3. PAYMENT TERMS

Enrollment Commitment

Enrollment in the VIP Founders Society requires a total program commitment of $150,000.

Participation may begin with a deposit or payment schedule approved by the Company. However, the full program value remains contractually due.

Immediate Commencement of Services

Services begin immediately upon enrollment and payment authorization.

These services may include but are not limited to:

• Strategic consulting preparation

• Internal advisory planning

• Grant strategy development

• Program infrastructure allocation

• Intellectual property preparation

• Research, planning, and advisory scheduling

Because services begin immediately, the Company reserves the right to require full payment of the program fee once services have been initiated, even if a payment schedule had previously been permitted.

Revocation of Discounts

Any discounted pricing, negotiated pricing, promotional pricing, or partial payment arrangements are extended solely at the Company’s discretion.

If a participant initiates any of the following:

• Chargeback

• Payment dispute

• Payment reversal

• Failure to complete payment obligations

All discounts are immediately revoked, and the client becomes responsible for the full undiscounted value of all services rendered.

Invoices and Payment Processing

Payments may be processed through:

• Stripe

• ACH transfers

• Credit or debit card

• Other authorized payment methods

If no payment due date is stated, payment is due immediately upon invoice receipt.

You authorize the Company to process payments using any agreed payment method.

Taxes

Clients are responsible for all applicable taxes, duties, or governmental charges associated with services provided.

4. GRANT PRIORITY ALLOCATION

Grant opportunities administered or facilitated through Smart People Network, Inc. or any affiliated Lang & Co Holdings entities may include but are not limited to Shirley Grant Awards or similar funding programs.

Participants enrolled in the VIP Founders Society receive first priority allocation and review for such grant opportunities before consideration of non-members.

Grant participation does not constitute a guarantee of funding, but establishes priority access within the allocation structure.

5. LICENSES AND INTELLECTUAL PROPERTY

Limited License

The Company grants clients a limited, non-exclusive, non-transferable, and non-sublicensable right to access Company materials solely for internal business purposes.

Ownership of Intellectual Property

All intellectual property, including but not limited to:

• strategic frameworks

• consulting methodologies

• software systems

• written materials

• training programs

• AI systems

• proprietary strategies

remain the sole property of Smart People Network, Inc., Lang & Co Holdings, or their licensors.

No rights are transferred except those expressly granted in the agreement.

Client Data License

To perform services, the Company may require access to client data or information.

Clients grant the Company a license to use, store, process, and analyze such data solely for purposes of providing and improving services.

6. CONFIDENTIALITY

Confidential information includes any non-public business, financial, operational, or strategic information disclosed during the course of the relationship.

Each party agrees to protect the other’s confidential information using reasonable care and not disclose it except to employees, advisors, or contractors bound by confidentiality obligations.

Confidentiality obligations survive termination of the agreement for three years, except trade secrets which remain protected indefinitely.

7. WARRANTIES AND DISCLAIMERS

Service Standard

The Company will perform services using commercially reasonable professional standards applicable to the consulting and advisory industry.

If services fail to meet those standards, the Company’s sole obligation is to reperform the affected services.

No Professional Advice

The Company does not provide legal, accounting, tax, investment, or regulatory advice.

Clients are responsible for obtaining independent professional advice where necessary.

Disclaimer of Warranties

Except as expressly stated, services are provided “as is.”

The Company disclaims all implied warranties including merchantability, fitness for a particular purpose, and non-infringement to the fullest extent permitted by law.

8. LIABILITY AND INDEMNIFICATION

Limitation of Liability

Neither party is liable for indirect, incidental, punitive, or consequential damages, including lost profits or loss of data.

The Company’s total liability for any claim related to services shall not exceed the amount paid by the client during the preceding month of services.

Indemnification

Clients agree to indemnify and hold the Company harmless from any claims, damages, or liabilities arising from:

• misuse of services

• violation of applicable law

• breach of the agreement

• infringement claims related to client-provided data or materials

9. NON-SOLICITATION

During the contract term and for one year following termination, the client agrees not to recruit, hire, solicit, or attempt to hire any employee, contractor, or executive of the Company.

10. NON-DISPARAGEMENT

Each party agrees not to make statements that would reasonably damage the reputation of the other party, its services, or its business relationships.

11. GOVERNING LAW

These Terms shall be governed by and interpreted under the laws of the State of Georgia, without regard to conflict-of-law principles

12. ARBITRATION

Any dispute arising from this agreement shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The place of arbitration shall be Atlanta, Georgia.

The arbitrator shall not award punitive damages except where required by law.

The arbitration proceedings and results shall remain confidential unless disclosure is required by law.

13. MISCELLANEOUS

Assignment

Clients may not assign or transfer rights under this agreement without written consent from the Company.

The Company may assign, finance, or transfer receivables or payment rights without restriction.

Entire Agreement

The written agreement and these Terms constitute the entire agreement between the parties, superseding all prior discussions or representations.

Survival

Sections relating to payment obligations, intellectual property, confidentiality, indemnification, arbitration, and dispute resolution survive termination of the agreement.