Terms of Service

1.1 "Services" means all professional services provided by the Company, including but not limited to:

• AI consulting and strategy development
• Custom AI agent and application development
• Machine learning model development and deployment
• HR technology solutions and automation
• Software integration and implementation services
• Training and support services

1.2 "Deliverables" means all work product, materials, software, documentation, reports, and other tangible items created by the Company for the Client as specified in a Statement of Work.

1.3 "Statement of Work" or "SOW" means a written document that describes the specific Services to be performed, Deliverables to be provided, project timeline, fees, and other project-specific terms.

1.4 "Confidential Information" means any non-public information disclosed by either party to the other, including but not limited to business strategies, technical data, customer information, financial information, trade secrets, and proprietary methodologies.

1.5 "Intellectual Property" means patents, copyrights, trademarks, trade secrets, and all other intellectual property rights.

2.1 Service Agreement. The Company agrees to provide Services to the Client as described in one or more Statements of Work executed by both parties. Each SOW shall be incorporated into and governed by these Terms.

2.2 Scope Changes. Any changes to the scope of Services must be documented in a written change order signed by authorized representatives of both parties. The Company reserves the right to adjust fees and timelines to accommodate scope changes.

2.3 Client Cooperation. The Client agrees to provide timely access to necessary information, personnel, systems, and resources required for the Company to perform the Services. Delays caused by the Client's failure to cooperate may result in timeline extensions and additional fees.

2.4 Third-Party Services. Certain Services may require the use of third-party tools, platforms, or services. The Client is responsible for obtaining and maintaining any necessary licenses or subscriptions, unless otherwise specified in the SOW.

3.1 Fees. The Client agrees to pay the Company the fees specified in each Statement of Work. Unless otherwise stated, all fees are quoted in United States Dollars (USD).

3.2 Payment Schedule.

• Consulting Services: Billed monthly in advance, due within fifteen (15) days of invoice date.
• Development Projects: Billed according to the milestone schedule specified in the SOW. A deposit of thirty percent (30%) of the total project fee is required before work commences.
• Subscription Services: Billed monthly or annually in advance, as specified in the SOW.
• Hourly Services: Billed monthly in arrears based on actual time worked, due within fifteen (15) days of invoice date.

3.3 Expenses. The Client shall reimburse the Company for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, including but not limited to travel, accommodation, and third-party service fees.

3.4 Late Payments. Payments not received within the specified payment period shall accrue interest at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. The Company reserves the right to suspend Services until all outstanding amounts are paid in full.

3.5 Taxes. All fees are exclusive of applicable taxes. The Client is responsible for all sales, use, value-added, and other taxes, excluding taxes based on the Company's income.

3.6 Price Adjustments. For ongoing services, the Company may adjust fees with thirty (30) days' written notice. The Client may terminate affected services within that notice period if the adjustment is not acceptable.

4.1 Client Materials. The Client retains all rights to materials, data, content, and pre-existing intellectual property provided to the Company for use in performing the Services ("Client Materials").

4.2 Company Pre-Existing IP. The Company retains all rights to its pre-existing intellectual property, including but not limited to methodologies, frameworks, tools, libraries, and know-how developed prior to or independently of this engagement ("Company IP").

4.3 Deliverables Ownership. Subject to full payment of all fees:

• Custom Development: The Client shall own all rights to custom Deliverables specifically created for the Client as specified in the SOW, excluding any Company IP incorporated therein.
• Company IP License: To the extent any Company IP is incorporated into Deliverables, the Company grants the Client a non-exclusive, perpetual, royalty-free license to use such Company IP solely as part of the Deliverables.

4.4 Residual Knowledge. Notwithstanding any other provision, the Company shall be free to use and employ its general skills, knowledge, and experience, and any ideas, concepts, know-how, and techniques acquired or developed during the performance of Services.

4.5 Portfolio Rights. Unless otherwise agreed in writing, the Company may reference the Client as a customer and provide a general description of the Services performed for portfolio and marketing purposes.

5.1 Protection of Confidential Information. Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care;
• Use Confidential Information solely for purposes of performing obligations or exercising rights under this Agreement;
• Limit disclosure of Confidential Information to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

5.2 Exclusions. Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was rightfully in the receiving party's possession prior to disclosure;
• Is independently developed by the receiving party without use of Confidential Information;
• Is rightfully obtained from a third party without restriction on disclosure.

5.3 Compelled Disclosure. If legally compelled to disclose Confidential Information, the receiving party shall provide prompt notice to the disclosing party (to the extent permitted by law) and cooperate in seeking protective measures.

5.4 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except for trade secrets, which shall be protected indefinitely.

6.1 Data Processing. The Company shall process any personal data provided by the Client in accordance with applicable data protection laws, including but not limited to the California Consumer Privacy Act (CCPA) and, where applicable, the General Data Protection Regulation (GDPR).

6.2 Security Measures. The Company maintains appropriate technical and organizational measures to protect Client data against unauthorized access, alteration, disclosure, or destruction.

6.3 Data Processing Agreement. Where required by applicable law, the parties shall enter into a separate Data Processing Agreement governing the processing of personal data.

6.4 Client Responsibilities. The Client is responsible for ensuring that it has obtained all necessary consents and legal bases for sharing personal data with the Company and for the processing activities contemplated by the Services.

7.1 Company Warranties. The Company warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards;
• The Company has the authority to enter into this Agreement and perform its obligations;
• Deliverables will conform to the specifications set forth in the applicable SOW for a period of thirty (30) days following delivery ("Warranty Period").

7.2 Warranty Remedies. If Deliverables do not conform to specifications during the Warranty Period, the Client's sole remedy is to have the Company correct the non-conformity at no additional charge, provided the Client notifies the Company in writing within the Warranty Period.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT SERVICES OR DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET ALL OF CLIENT'S REQUIREMENTS.

7.4 AI Limitations. The Client acknowledges that AI systems may produce unexpected results, require ongoing refinement, and that the Company cannot guarantee specific outcomes from AI-based solutions.

8.1 Liability Cap. THE COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED THOUSAND DOLLARS ($100,000), WHICHEVER IS GREATER.

8.2 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Exceptions. The limitations in this Section 8 shall not apply to:

• Breaches of confidentiality obligations;
• Infringement of intellectual property rights;
• Fraud, gross negligence, or willful misconduct;
• Client's payment obligations.

8.4 Basis of the Bargain. The parties acknowledge that the limitations of liability reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between them.

9.1 Client Indemnification. The Client shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• The Client's use of the Services or Deliverables in violation of this Agreement;
• Client Materials that infringe third-party rights;
• The Client's violation of applicable laws or regulations;
• Any claims by third parties arising from the Client's products or services that incorporate Deliverables.

9.2 Company Indemnification. The Company shall indemnify, defend, and hold harmless the Client from claims that the Deliverables, as delivered, infringe any third-party intellectual property rights, provided that the Company shall have no liability if the alleged infringement arises from Client Materials, modifications made by the Client, or use of the Deliverables in combination with materials not provided by the Company.

9.3 Indemnification Procedure. The indemnified party shall: (a) provide prompt written notice of the claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.

10.1 Term. This Agreement commences on the date the Client first engages the Company's Services and continues until all Services are completed or the Agreement is terminated as provided herein.

10.2 Termination for Convenience. Either party may terminate this Agreement or any SOW upon thirty (30) days' written notice to the other party.

10.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice;
• The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

10.4 Effect of Termination. Upon termination:

• The Client shall pay for all Services performed and expenses incurred through the effective date of termination;
• The Company shall deliver all completed and in-progress Deliverables for which the Client has paid;
• Each party shall return or destroy the other party's Confidential Information;
• Sections 4, 5, 7.3, 8, 9, 11, and 12 shall survive termination.

10.5 Wind-Down Period. Upon termination, the Company shall, at the Client's request and expense, provide reasonable transition assistance for a period of up to thirty (30) days.

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of laws principles.

11.2 Informal Resolution. Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute through good-faith negotiations between senior executives for a period of at least thirty (30) days.

11.3 Arbitration. Any dispute not resolved through negotiation shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Cheyenne, Wyoming, by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

11.4 Exceptions. Either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information without first engaging in arbitration.

11.5 Attorneys' Fees. The prevailing party in any dispute shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

12.1 Independent Contractor. The Company is an independent contractor and not an employee, partner, or agent of the Client. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

12.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.3 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, or infrastructure failures.

12.4 Notices. All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt), registered mail, or overnight courier to the addresses specified in the applicable SOW or as otherwise designated by the parties.

12.5 Entire Agreement. This Agreement, together with all SOWs, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, and understandings.

12.6 Amendments. This Agreement may only be amended in writing signed by authorized representatives of both parties.

12.7 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.8 Waiver. No waiver of any breach shall constitute a waiver of any subsequent breach. All waivers must be in writing.

12.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

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