Exhibit 10.3




 




SERVICES AGREEMENT




This Services Agreement
is a legal agreement ("Agreement") between 30DC, Inc., a Delaware
corporation ("30DC"), having its principal place of business at 80
Broad Street, Fifth Floor, New York, NY 10004, and Netbloo Media, Ltd. ("NBM"),
a Hong Kong Corporation, having its principal place of business at RmA 7F, 139
Hennessy Road, Wanchai, Hong Kong. This Agreement shall be effective as May 16,
2015 ("Effective Date"). THIS AGREEMENT SUPERSEDES ALL OTHER TERMS
AND CONDITIONS AGREED TO BETWEEN 30DC AND NBM FOR SERVICES INCLUDING THE
SERVICES AGREEMENT EFFECTIVE OCTOBER 1, 2012 WHICH IS DEEMED TERMINATED ON MAY
15, 2015.




RECITALS




WHEREAS, NBM is
engaged in the business of internet application development, including
technical consulting services, software development and maintenance, and
related marketing and sales,




WHEREAS, 30DC
wishes to use the services of NBM for continued enhancement of its MagCast and Blogger
Products as more completely described on Annexure A,




NOW, THEREFORE, the
parties agree as follows:




1. Scope of
Services. In
consideration for payment as required herein, NBM agrees to provide the
services to and on behalf of 30DC, as said services are more specifically described
and fully set forth in Annexure A (Services), which is attached hereto
and made a part hereof by this reference. Hereinafter the services to be
performed by NBM shall be referred to as "Contract Services."




2. Term. The parties agree that the initial term
of this Agreement shall be two years from ("Initial Term") from the
Effective Date, first listed above but may be terminated at any time by either
party by providing six months' notice.  However, once the Blogger Product
currently under development has been launched, either party can terminate this
agreement by providing three months' notice.  Renewal of the contract will be
determined by negotiation with the CEO and 30DC Board in accordance with usual
corporate practice.  




3. Monthly
Payment and Pricing.  


A. In
consideration for providing the Contract Services, 30DC agrees to pay, on a
monthly basis in arrears, any and all applicable recurring fees and/or charges,
which said recurring fees and/or charges are more specifically set forth in Annexure
A.




B.  The pricing
for services set forth in Annexure A will be reviewed on an annual basis.  This
rate will be increased as cash flow permits and agreed by both parties in
accordance with the agreed 30DC business plan ("Business Plan").




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C. DC will pay NBM
a Minimum Monthly Services Fee of $10,000 per month ("the Minimum Monthly
Services Fee"). Payment of the balance owing of the monthly services fee (that
amount excluding the Minimum Monthly Services Fee) will be subject to achieving
reasonable progress in the work specified within ARTICLE XI: NBM OTHER REQUIREMENTS,
paragraph (d) of the ACQUISITION AGREEMENT between the Parties dated 15 June
2015 and




a) The delivery of
promotions specified within ARTICLE XI: NBM OTHER REQUIREMENTS, paragraph (d)
of the ACQUISITION AGREEMENT between the Parties dated 15 June 2015 resulting
in proceeds to 30DC of a minimum of $600,000 after all expenses, including but
not limited to affiliate commissions; and




b) 30DC
successfully raising $1 million in cash from a capital raise, business
operations (including aforementioned promotions).




Until such time as
these conditions are met, the full monthly services fee (excluding the Minimum
Monthly Services Fee) will be accrued or paid in part as cash flow dictates.




D. All payments by
30DC for Contract Services purchased under this Agreement shall be made by wire
to NBM.




E. If this
Agreement is terminated, 30DC remains liable to pay NBM for any outstanding
unpaid balance for fees and expenses owned by 30DC to NBM for Contract Services
provided prior to termination. 






4. Balance Due Under Prior Services Agreement.  The
Parties have agreed that: 


a)      At
the Effective Date, the balance due to NBM under the Service Agreement which
was effective October 1, 2012 ("the Prior Services Agreement") is taken to be $122,000
("the balance due under the Prior Services Agreement");


 


b)      DC
will pay $5,000 per month for the next 12 months to NBM (to be added to NBM
monthly invoices) with a balloon payment being $62,000 made within a further 90
days after the end of the first 12 months as complete and final payment of the
balance due under the Prior Services Agreement;


 


c)       In
the event that DC fails to pay the $60,000 due over the next 12 months then DC
must within 28 days issue to NBM an amount of stock equal to the balance
outstanding as at the date 12 months from the date of closing such shares of
restricted stock of DC to be issued at a 20% discount to the 5 day moving
average closing price as at the date of demand if demanded by NBM within 30
days.  This can be waived by mutual agreement of the parties.


 



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d)      In the event that the
first $60,000 is paid but the balloon -$62,000, or portion thereof (if
partially paid) - remains owing at the end of 15 months then DC must within 28
days issue to NBM an amount of stock equal to the balance outstanding as at the
date 15 months from the date of closing such shares of restricted common stock
of DC to be issued at a 20% discount to the 5 day moving average closing price
as at the date of demand if demanded by NBM within 30 days following the end of
the 15 month period.  This can be waived by mutual agreement of the parties.




5.   RELATIONSHIP
OF PARTIES. It is understood by the parties that NBM is an independent
contractor with respect to 30DC, and not an employee of 30DC. 30DC will not
provide fringe benefits, including health insurance benefits, paid vacation, or
any other employee benefit, for the benefit of NBM. 


6. Choice of
Law. 30DC expressly
agrees that the laws of the State of Delaware, without regard to its conflict
of laws principles, shall govern and apply to this Agreement in all respects,
including, without limitation, with regard to limitations and/or exclusion of
certain types of damages. The parties agree that New York courts shall have
exclusive jurisdiction over each party's person and all arguments to the contrary
are expressly waived. 30DC expressly agrees that any dispute, cause-of-action,
suit or proceeding commenced as a result of this Agreement, shall be litigated
in the state or federal court of proper jurisdiction with venue in New York to
the exclusion of all others. 30DC expressly waives any and all claims of venue
and jurisdiction in the state within which its principal place of business or
domicile is located or of any other state and agrees that the State of New York
is the only state having the proper venue and jurisdiction of this Agreement. 


7. Duty of
Confidentiality. During
the contract term, both parties will be privy to and have access to information
relating to the business of the other party, which is not generally available
in the public domain nor readily ascertainable by independent investigation,
which is subject to reasonable efforts of secrecy, and which secret nature
gives the parties a competitive advantage. It is agreed that any and all
information relating to the business of the other party acquired during the
contract term is the sole property of 30DC or NBM respectively and constitutes
confidential materials, which are trade secrets of each business. However, any
information obtained or used by NBM in its capacity as a contractor for 30DC
shall be deemed to be information related to 30DC's business and exclusively
owned by 30DC. Such information includes, but is not limited to:




(i) Any leads for
business from any source, including from the Internet;




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(ii) All of the
papers, records, files, documents, products, systems, programs, confidential
reports (including, without limitation, technical information on the
performance of the parties or their businesses and the development or
acquisition, future business or business enhancements), marketing strategies,
sales efforts and training, lists of clients, vendors and contractors, sources
of customers or potential recruits maintained or created by the parties,
including without limitations, letters and other correspondence, inter-office
memoranda, mailing lists, manuals, profiles, forms, procedural or marketing
information and other materials developed by a party or at its direction, or
under its supervision or required to be maintained by any computer data base,
manual or memoranda or by the directives of the management of the businesses,
the parties' ways of doing business, including search engine utilization
strategies; and 




(iii.) Any and all
documents, formulae, logarithms, code, language, plans, specifications,
software, constituting "Intellectual Property," associated, in any
way, with or developed by either party, as that term is commonly used and
understood between the parties, and in the industry, and for which the parties have
taken steps to keep such information/technology secret from outside third
parties. 




Collectively the
information and materials referenced in 6(A) (i)-(iii) shall be referenced to
herein as "Trade Secrets." NBM and 30DC agree that the Trade Secrets
are assets belonging solely to the individual businesses respectively and that
they have significant value to each party. 




8. General
Provisions. 


A. Entire
Agreement. This Agreement (a) contains the entire agreement among the
parties, which said Agreement expressly includes and incorporates herein Annexure
A, which is attached hereto; (b) except as otherwise provided for herein, may
not be amended nor may any rights hereunder be waived except by an instrument
in writing signed by the party sought to be charged with such amendment or
waiver; and (c) is binding upon and inures to the benefit of the parties, and
their respective personal representatives, successors and assigns, except as
set forth above. 




B. Construction
Principles. Words in any gender are deemed to include the other gender. The
singular is deemed to include the plural and vice versa. The headings and
underlined paragraph titles are for guidance only and have no significance in
the interpretation of this Agreement. 


C. Counterparts.
The Agreement may be executed in any number of counterparts, each of which is
deemed an original and as executed shall constitute one agreement, binding on
the parties even though the parties do not sign the same counterpart. A fax or
electronic signature shall constitute the same as an original for all purposes. 


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D. Assignment.
Neither party may assign or otherwise transfer this Agreement without the
written consent of the other party.




This Agreement
shall inure to the benefit of and bind the parties hereto and their respective
legal representatives, successors and assigns.  


E. Severance
Clause. The invalidity or unenforceability of any part of this Agreement
does not invalidate or affect the remainder, which continues to govern the
relative rights and duties of the parties as though the invalid or
unenforceable part were not a part hereof. 


F. Attorney's
Fees. In the event of a breach of this Agreement, the prevailing party is
entitled to recover from the breaching party all attorneys' fees and costs
incurred in enforcing this Agreement, with or without suit.








 








30DC, Inc.                                                      Netbloo
Media, LTD


 


By:   /s/                                                         By:
   /s/                                                  


President                                                         
Manager




Date:     July 21, 2015                                    Date:    
July 20, 2015                            


 


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ANNEXURE A


 SERVICES




Business
consulting, Project management and Software development including product
completion, revisions and updates, development and maintenance of
infrastructure such as web sites and hosting exclusively for the following 30DC
products




MagCast
Publishing Platform (MagCastApp.com)


MagCast  mobile App



Blogger Product
website (TBD)


Blogger mobile App




To further
clarify, the blogger product is a new platform currently in development by
Netbloo Media on behalf of 30DC that is targeted to the Blogging industry. It
allows bloggers to get an app built that reflects the content of their blog.
Articles can be created using the web platform and these will be displayed in
the blog app.




Any New 30DC
products and services will be jointly reviewed and approved. If approved for
development by Netbloo Media, they will need to be agreed in a separate service
level agreement between 30DC and Netbloo Media prior to the start of any development.




Netbloo Media
shall be responsible for providing business consulting, project management, development,
delivery of all development project listed in this agreement. 




At all times,
30DC shall have access to all product and product source code for the above
listed products




As a major
shareholder, Jonathan Lint can also attend all 30DC board and management
meetings (typically telephonic).




NBM agrees to
allocate 2 development resources for the above projects at cost. If more development
resources are required by DC, a separate service invoice will be crafted for
these resources




PRICING OF SERVICES




Monthly service
fee of $19,500 per month for Project Management & Consulting Service, web
and app development services, plus out of pocket costs for travel, software
license, programming services, and third party vendors-as approved by 30DC,
Inc. in advance.