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1. SERVICES & SCOPE

Available Services (Check All That Apply)

Service Delivery Terms

• Work begins after first invoice is paid
• Services marked with * require active monthly maintenance
• Late payments pause all services
• Provider not liable for delays from late payment or missing client inputs

2. SUBSCRIPTION TIERS & PRICING

Additional Terms

• Unused hours DO NOT roll over
• Overage work must be approved in writing
• Emergency/after-hours support: 1.5x standard rate
• Annual subscriptions: 20% discount (billed annually)

3. CONDITIONAL CLIENT SATISFACTION GUARANTEE

4. BILLING & PAYMENT TERMS

Setup & Project Fees

• 50% due upon contract execution
• 50% due upon completion or milestone achievement
• Payment due within 5 business days of invoice

Recurring Fees

• Monthly subscriptions billed on 1st of each month
• Annual subscriptions billed annually (20% discount)
• Payment via credit card, ACH, or wire transfer (Square)

Late Payment Policy

• Grace period: 5 business days
• Late fee: 1.5% per month (18% APR) on unpaid balance
• Service suspension: After 10 days non-payment
• Reactivation fee: $150 (waived if paid within 5 days of suspension)

Auto-Renewal

Subscriptions auto-renew unless cancelled 30 days before renewal date. Client receives 60 days notice of price increases.

Pausing Service

• Available after 3 consecutive months active subscription
• Maximum 3 months pause per 12-month period
• Pause fee: 25% of monthly rate
• 10 days written notice required

Taxes

Client is responsible for all applicable taxes (sales tax, VAT, etc.). Provider may collect and remit taxes as required by law.

5. MAINTENANCE & SUPPORT

Support Scope (Active Subscribers Only)

Included:

• Bug fixes and error resolution
• Performance optimization
• Security patches and updates
• AI model retraining and improvement
• Integration maintenance
• Monitoring and reporting
• Technical consultation (within allocated hours)

NOT Included:

• New feature development (requires Change Order)
• Third-party service issues beyond Provider's control
• Issues from unauthorized Client modifications
• Data recovery from Client negligence
• Additional training beyond onboarding (billed separately)

Support Levels

• Basic/Starter/Pro: Standard support queue with tiered response times
• Enterprise: Priority routing + dedicated account manager with 4-12 hour response time

Emergency Support

After-hours or emergency support outside allocated hours is billed at 1.5x standard hourly rate and requires written approval.

6. ACCEPTANCE & DEFICIENCY WINDOW

Acceptance Process

1. Provider delivers completed work and notifies Client
2. Client has 30 calendar days to review and test deliverables
3. Client must submit deficiencies in writing with specific details
4. Provider has 15 business days to remediate valid issues
5. If no deficiencies reported within 30 days, work is deemed accepted

Post-Acceptance

• After 30 days, Provider not liable for issues unless covered by active maintenance agreement
• Maximum liability for deficiencies: re-perform deficient work OR refund fees for that specific deliverable (Provider's choice)
• Not liable for third-party outages, API changes, user error, or unauthorized edits

7. OWNERSHIP & INTELLECTUAL PROPERTY

Client Owns (Upon Full Payment)

• ✓ Final deliverables (websites, chatbot configurations, content)
• ✓ Client-provided data and content
• ✓ Custom features specifically created for Client
• ✓ Documentation and training materials

Provider Retains

• ✓ Proprietary frameworks, templates, and methodologies
• ✓ Pre-existing code, libraries, and tools
• ✓ Internal processes and workflows
• ✓ AI training methodologies and algorithms
• ✓ Analytics and monitoring systems
• ✓ Technology developed prior to or outside this Agreement

Data Usage Rights

• Client grants Provider perpetual, royalty-free license to use de-identified, aggregated data for service improvement and benchmarking
• Provider may use Client name/logo as reference (Client may opt-out in writing)
• Provider may create anonymized case studies from Client projects

Ownership Contingency

IMPORTANT: All ownership rights are contingent upon payment in full. If payment is not received, Provider retains all ownership rights.

8. CLIENT RESPONSIBILITIES

Client Agrees To:

• ✓ Provide timely access to necessary systems, credentials, and data
• ✓ Respond to Provider inquiries within 3 business days
• ✓ Designate primary point of contact with decision-making authority
• ✓ Provide accurate and complete information
• ✓ Review and approve deliverables within specified timeframes
• ✓ Maintain confidentiality of Provider's proprietary methods
• ✓ NOT modify systems without Provider's written approval
• ✓ Obtain necessary consents for data processing (GDPR, CCPA, etc.)
• ✓ Comply with all applicable laws and regulations
• ✓ Ensure content does not infringe third-party intellectual property rights

Consequences of Non-Compliance

Failure to meet these responsibilities may result in:

• Project delays (Provider not liable)
• Additional fees for remediation work
• Voiding of warranties and guarantees
• Termination of Agreement by Provider

9. EARLY TERMINATION

Monthly Subscriptions

• Termination fee: 10% of current monthly fee
• 30 days written notice required
• No refunds for partial months

Annual Subscriptions

• Termination fee: 30% of remaining contract value + 10% of one monthly fee equivalent
• Formula: (Months Remaining × Monthly Rate × 0.30) + (Monthly Rate × 0.10)
• Minimum fee: $500

Termination by Provider

Provider may terminate immediately for:

• Non-payment exceeding 30 days
• Material breach of Agreement
• Abusive behavior toward Provider's team
• Illegal or fraudulent use of services

Effect of Termination

• Access to Provider-hosted systems terminated within 15 days
• Non-owned assets (hosting, APIs, licenses) disabled until all fees paid
• Client receives final data export within 15 days (one-time export)
• Ongoing maintenance and support cease immediately
• Provider has no duty to maintain Client data beyond 30 days post-termination
• Client must immediately cease use of Provider's proprietary tools and methodologies

Transition Assistance

If requested, Provider will provide transition services at standard hourly rates:

• Data export in common formats (CSV, JSON, PDF)
• Documentation of configurations and settings
• Transfer of domain names, hosting (if Provider-managed)
• Knowledge transfer session (up to 2 hours)

10. DATA PROTECTION & PRIVACY (DPA)

Roles & Definitions

• Data Controller: Client (determines purposes and means of processing)
• Data Processor: Provider (processes Personal Data on behalf of Client)
• Personal Data: Any information relating to an identified or identifiable person

Provider's Data Processing Obligations

• ✓ Process data only according to Client's documented instructions
• ✓ Not process Personal Data for Provider's own purposes (except de-identified, aggregated data)
• ✓ Ensure persons authorized to process data are bound by confidentiality
• ✓ Implement appropriate technical and organizational security measures
• ✓ Engage Sub-processors only with Client's prior consent (30 days notice)
• ✓ Assist Client with Data Subject Rights Requests (within scope of Provider's systems)
• ✓ Assist Client with security incident response and breach notification obligations
• ✓ Delete or return Personal Data upon termination (unless legally required to retain)
• ✓ Notify Client within 24 hours of becoming aware of data breach

Security Measures

Technical Measures:

• ✓ Encryption at rest (AES-256 or equivalent)
• ✓ Encryption in transit (TLS 1.2+)
• ✓ Secure authentication (multi-factor authentication available)
• ✓ Access controls and role-based permissions
• ✓ API security (rate limiting, authentication tokens)
• ✓ Regular security patching and updates
• ✓ Intrusion detection and monitoring
• ✓ Secure deletion procedures

Organizational Measures:

• ✓ Access limited to authorized personnel only
• ✓ Background checks for employees with data access
• ✓ Confidentiality agreements for all staff
• ✓ Security awareness training
• ✓ Incident response plan
• ✓ Vendor risk assessment for Sub-processors
• ✓ Regular security audits and reviews

Data Subject Rights

Provider will assist Client with:

• Right of Access (providing copies of Personal Data)
• Right to Rectification (correcting inaccurate data)
• Right to Erasure ("Right to be Forgotten")
• Right to Restriction (limiting processing)
• Right to Data Portability (exporting in machine-readable format)
• Right to Object (ceasing certain types of processing)

Provider will respond to Client's requests within 10 business days. Provider may charge reasonable fees for extensive assistance beyond standard scope.

Data Breach Notification

In the event of a Personal Data breach, Provider will:

• Within 24 hours: Notify Client via email and phone with preliminary details
• Within 72 hours: Provide detailed incident report including nature of breach, data affected, consequences, and remediation measures
• Ongoing: Cooperate fully with Client's investigation and provide updates

Data Retention & Deletion

• Active Service: Data retained as necessary to provide services
• Upon Termination: Provider will delete or return data within 30 days (Client's election)
• Backups: May retain data up to 90 days in backups, then automatically overwritten
• Legal Hold: May retain if required by law (Provider will notify Client)

Sub-Processors

Current Sub-Processors:

Service	Purpose	Location
OpenAI (Azure)	AI language model processing	USA
AWS/Google Cloud	Cloud hosting & storage	USA
SendGrid	Email communications	USA
Stripe/Square	Payment processing	USA
Framer	Website Hosting	USA
Supabase/PostgreSQL	Cloud hosting & storage	USA
n8n	Workflow Optimization	USA
Docker	Custom AI Chatbots	USA
Vapi	AI Call Agents	USA

Provider will notify Client 30 days in advance of adding new Sub-processors. Client may object within 15 days if reasonable privacy/security concerns exist.

Compliance

• GDPR: Standard Contractual Clauses apply for EU data transfers
• CCPA/CPRA: Provider is "Service Provider"; will not sell, rent, or disclose Personal Information
• Other State Laws: Compliance with VCDPA, CPA, CTDPA, UCPA as applicable

11. SECURITY & COMPLIANCE

Security Standards

• Input validation and SQL injection prevention
• Cross-site scripting (XSS) protection
• Cross-site request forgery (CSRF) protection
• Web application firewall (WAF)
• Regular vulnerability scanning
• Penetration testing (annually or upon major changes)
• Security patch management
• Least privilege access principle
• Audit logging of administrative actions

Compliance Frameworks

General Standards (Provider Maintains Awareness):

• NIST Cybersecurity Framework
• OWASP Top 10 security practices
• CIS Critical Security Controls

Industry-Specific (Requires Separate Agreement):

Incident Response

Timeline:

• Detection & Assessment: 0-2 hours
• Containment: 2-4 hours (isolate affected systems, prevent further damage)
• Notification:
  • Critical incidents: Client notified within 2 hours
  • High severity: Client notified within 12 hours
  • Medium/Low: Client notified within 24 hours
• Investigation: 1-7 days (root cause analysis, scope determination)
• Remediation: As needed to prevent recurrence
• Post-Incident Review: Documented lessons learned

Third-Party Services

Provider relies on reputable third-party services. Provider is NOT Responsible For:

• ❌ Third-party service outages beyond Provider's control
• ❌ Third-party data breaches (Provider will assist with notification)
• ❌ Changes to third-party APIs or functionality
• ❌ Third-party pricing changes
• ❌ Third-party service discontinuation

Uptime & Availability

• No uptime guarantee unless separate Service Level Agreement (SLA) purchased
• Best efforts to maintain availability
• Scheduled maintenance with 72 hours notice (when possible)
• Emergency maintenance may occur with shorter notice

12. AI-SPECIFIC TERMS & DISCLAIMERS

⚠️ AI is Not Perfect

• AI systems may produce inaccurate, incomplete, or inappropriate responses
• AI outputs should be reviewed by humans before use in critical applications
• AI performance varies based on input quality and use case complexity
• AI technology is rapidly evolving and behaviors may change over time

⚠️ No Outcome Guarantees (Except Section 3 Guarantee)

• Provider makes no guarantee that AI will achieve specific business results (except 25% satisfaction guarantee in Section 3)
• Provider does not warrant that AI will always provide correct answers
• Provider is not liable for business decisions made based on AI outputs
• Provider is not liable for customer dissatisfaction with AI responses

⚠️ Third-Party AI Dependencies

• Provider relies on third-party AI providers (OpenAI, Anthropic, etc.)
• Provider has no control over third-party AI model behavior
• Changes to third-party AI models may affect service performance
• Third-party AI service outages are beyond Provider's control

⚠️ Training Data Limitations

• AI performance depends on quality and quantity of training data
• Provider cannot guarantee AI will understand all possible user inputs
• Edge cases and unusual queries may not be handled perfectly
• Continuous improvement requires ongoing training and optimization

⚠️ Regulatory Responsibility

• Client is responsible for ensuring AI use complies with industry regulations
• Provider does not warrant compliance with specific regulatory requirements
• Client must implement human oversight where legally required
• Client bears responsibility for AI-generated content and decisions

AI Model Security

• AI models trained on Client data are isolated per client (no cross-contamination)
• Training data is not shared with other clients
• Model outputs are monitored for potential data leakage
• Prompt injection and adversarial input protections implemented

Data Usage Transparency

• Client data used only for providing services to Client
• De-identified, aggregated data may be used for service improvement (with Client consent)
• Raw conversation data not used for training public AI models without explicit consent
• Third-party AI provider data usage policies apply (OpenAI, Anthropic, etc.)

Client Control

• Client may request data deletion from AI training sets
• Client may opt-out of any data usage for improvement purposes
• Client retains ownership of prompts and training data they provide

13. AI INFLUENCER SERVICES

Pricing & Revenue Share

Revenue Share Terms

Gross Revenue includes:

• Subscription fees
• Tips and donations
• Paid content sales
• Sponsored post revenue
• Affiliate commissions
• Merchandise sales featuring AI influencer
• Any other monetization

Reporting & Payment:

• Client provides revenue reports by 5th business day of following month
• Provider invoices revenue share based on Client's report
• Payment due within 10 business days of invoice
• Provider may audit Client's revenue records once per year with 30 days notice
• If audit reveals underreporting > 10%, Client pays audit costs

Post-Termination Royalty

If Client continues using VICCIA-generated AI influencer after termination:

• 20% royalty on net profits from continued use of AI-generated content
• Net Profit = Gross Revenue - Documented Direct Expenses
• Payable quarterly for 24 months OR until Client ceases use (whichever first)
• Client must provide quarterly profit/loss statements

To Avoid Royalty:

• Completely discontinue use of AI influencer persona
• Remove all VICCIA-generated content from platforms
• Cease all monetization related to AI influencer
• Provide written certification of cessation

Content Ownership

Provider Retains:

• AI influencer persona (visual appearance, personality traits, backstory)
• Tools and methodologies used to create content

Client Receives:

• Exclusive license to use persona during Agreement term
• Ownership of individual content pieces generated
• May continue using specific existing content after termination (no royalty)
• Cannot generate NEW content using Provider's persona after termination (triggers royalty)

Compliance Requirements

Client Responsibilities:

• Comply with all platform terms of service (Instagram, OnlyFans, etc.)
• Disclose AI nature of influencer if required by law or platform rules
• Obtain necessary consents for any real person's likeness used
• Ensure content complies with advertising laws and regulations
• Pay all applicable taxes on revenue

Adult Content (OnlyFans):

Provider NOT Responsible For:

• Platform policy violations or account suspension
• Legal claims related to content (subject to indemnification provisions)
• Changes to platform algorithms or policies
• Revenue performance or subscriber growth

14. CHANGE ORDERS

Change Order Process

1. Client submits change request in writing
2. Provider evaluates feasibility, time, and cost within 5 business days
3. Provider submits formal Change Order with:
   • Detailed scope of changes
   • Additional fees (if applicable)
   • Timeline impact
   • Revised deliverables
4. Client approves and signs Change Order
5. Payment due before work begins

Scope Creep Protection

• Changes outside original scope require Change Order
• No verbal agreements for scope changes
• Minor adjustments (< 1 hour) may be included in maintenance
• Major feature additions always require Change Order

Change Order Authority

Change Orders become part of this Agreement upon execution. Provider may suspend work on original scope to accommodate approved changes. Timeline extensions resulting from change requests do not constitute a breach by Provider.

15. WARRANTIES & DISCLAIMERS

Provider Warranties

Provider warrants:

• ✓ Services will be performed in professional and workmanlike manner
• ✓ Provider has right to enter into this Agreement and provide services
• ✓ Services will substantially conform to specifications in SOW
• ✓ Provider will comply with applicable laws
• ✓ Provider will use qualified personnel with appropriate expertise
• ✓ Provider has adequate insurance coverage for its business operations

Warranty Period: 30 days from delivery for initial defects; ongoing for services covered by active maintenance plan

Remedy: Re-performance of deficient work OR refund of fees for that specific deliverable (Provider's choice)

Client Warranties

Client warrants:

• ✓ Client has authority to enter into this Agreement
• ✓ Client owns or has rights to all content provided to Provider
• ✓ Client's content does not infringe third-party intellectual property rights
• ✓ Client will comply with all applicable laws
• ✓ Information provided to Provider is accurate and complete
• ✓ Client has obtained necessary consents for data processing

Disclaimer of Warranties

No Third-Party Warranties

Provider does not warrant or control third-party services including hosting providers, APIs, software platforms, AI model providers, payment processors, email services, or any service not directly developed by Provider.

16. LIMITATION OF LIABILITY

Provider's total cumulative liability under this Agreement, whether in contract, tort, negligence, strict liability, or otherwise, shall NOT exceed:

• For subscriptions: Total fees paid by Client in the 3 months immediately preceding the claim
• For one-time projects: Total project fee paid

Excluded Damages

Allocation of Risk

Client acknowledges that:

• The fees reflect the allocation of risk set forth in this Agreement
• Provider would not enter into this Agreement without these limitations
• Client has opportunity to purchase additional insurance for risks not covered
• Client is best positioned to assess and manage business-specific risks

Exceptions to Limitations

Limitations do NOT apply to:

• Provider's gross negligence or willful misconduct
• Provider's breach of confidentiality obligations (limited to direct damages)
• Provider's infringement of third-party intellectual property rights (subject to indemnification)
• Amounts owed by Client for services rendered
• Claims that cannot be limited by applicable law

Essential Purpose

Client agrees that the warranty, disclaimer, and limitation provisions are fundamental elements of the basis of the bargain between Provider and Client, and that Provider would not provide services without these limitations.

17. INDEMNIFICATION

Client Indemnifies Provider For

Client shall indemnify, defend, and hold harmless Provider from claims arising from:

Client Content & Data:

• Any content, data, or materials provided by Client
• Claims that Client's content infringes third-party intellectual property rights
• Claims that Client's content violates laws or regulations
• Defamation, privacy violations, or other torts related to Client's content

Client's Use of Services:

• Client's violation of this Agreement
• Client's violation of applicable laws or regulations
• Client's negligence or willful misconduct
• Misuse of Provider's services or technology
• Unauthorized modifications to Provider's systems

Client's Business Operations:

• Claims from Client's customers or users
• Employment-related claims from Client's use of AI
• Regulatory violations related to Client's business practices
• Decisions made by Client based on AI outputs

Data Protection:

• Client's failure to obtain necessary consents or provide required notices
• Client's violation of privacy laws (GDPR, CCPA, etc.)
• Claims from Data Subjects related to Client's data collection practices

Provider Indemnifies Client For

Provider shall indemnify, defend, and hold harmless Client from claims arising from:

18. INTELLECTUAL PROPERTY INFRINGEMENT

• Claims that Provider's technology or deliverables infringe third-party patents, copyrights, trademarks, or trade secrets
• Limitation: Only applies to Provider's proprietary work product, not third-party services or Client-provided content

Provider's Negligence:

• Bodily injury or property damage caused by Provider's gross negligence
• Damages from Provider's willful misconduct

Provider's Breach:

• Material breach of Provider's confidentiality obligations
• Unauthorized disclosure of Client's confidential information

Indemnification Process

1. Notice: Indemnified party must promptly notify indemnifying party of claim (within 30 days)
2. Control: Indemnifying party has right to control defense and settlement
3. No settlement without indemnified party's consent if it imposes obligations or admits fault
4. Cooperation: Indemnified party will reasonably cooperate with defense

Intellectual Property Remedies

If Provider's technology is found to infringe (or Provider reasonably believes it will be), Provider may, at its option:

1. Modify: Alter the infringing technology to be non-infringing
2. Replace: Substitute with non-infringing technology of equivalent functionality
3. Obtain License: Secure rights for Client to continue using technology
4. Refund: Terminate Agreement and refund fees paid in preceding 12 months

Confidential Information Includes

• Business strategies, financial data, pricing
• Technical specifications, source code, algorithms
• Client data, customer information
• AI training methodologies and prompts
• Performance metrics and analytics
• Unpublished features and roadmaps

Obligations

• Maintain strict confidentiality during and after Agreement
• Use Confidential Information only for Agreement purposes
• Limit access to employees/contractors on need-to-know basis
• Return or destroy Confidential Information upon termination
• Obligations survive 3 years post-termination

Exceptions (Not Confidential)

• Information publicly available through no breach
• Information independently developed
• Information rightfully received from third party
• Information required to be disclosed by law (with notice)

Prohibited Actions

• ❌ No reverse engineering of Provider's systems
• ❌ No replication of Provider's methodologies for competitive purposes
• ❌ No use of Provider's brand, trademarks, or reputation without permission
• ❌ No solicitation of Provider's employees or contractors for 12 months post-termination

Breach Remedies

Breach of confidentiality permits termination and equitable relief (including injunctive relief). Provider may disclose Client's name and logo as client reference unless Client opts out in writing.

19. DISPUTE RESOLUTION

Step 1: Good Faith Negotiation (30 days)

• Parties attempt to resolve dispute directly
• Escalate to senior management if needed
• Document all communications

Step 2: Mediation (30 days)

• Non-binding mediation with neutral third party
• Each party bears own costs
• Conducted in Palm Beach County, Florida or virtually

Step 3: Binding Arbitration

• Administered by American Arbitration Association (AAA)
• Single arbitrator selected per AAA rules
• Conducted in Palm Beach County, Florida
• Each party bears own costs and attorney fees
• Arbitrator's decision is final and binding
• Judgment may be entered in any court of competent jurisdiction

Limited Court Access

Either party may seek temporary restraining orders or preliminary injunctions in court to preserve status quo pending arbitration. The arbitrator shall have authority to award compensatory damages only, not punitive or consequential damages.

20. FORCE MAJEURE

Qualifying Events

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including:

• Acts of God (earthquakes, floods, hurricanes, fires, natural disasters)
• War, terrorism, civil unrest, or government actions
• Pandemics, epidemics, or public health emergencies
• Labor disputes or strikes
• Internet or telecommunications failures affecting significant geographic regions
• Power outages affecting significant geographic regions
• Cyberattacks affecting Provider's infrastructure or third-party services
• Changes in law or regulation that make performance illegal or impractical
• Third-party service failures beyond Provider's control (AWS outage, OpenAI API failure, etc.)

Notice & Mitigation

• Affected party must notify other party within 5 business days
• Affected party must use reasonable efforts to mitigate impact and resume performance
• Performance obligations suspended for duration of force majeure event

Prolonged Force Majeure

If force majeure event continues for more than 30 consecutive days:

• Either party may terminate Agreement upon written notice
• No termination fees apply
• Client pays for services rendered through termination date
• Provider refunds any prepaid fees for undelivered services

Exclusions

Force majeure does NOT excuse:

• Payment obligations for services already rendered
• Confidentiality obligations
• Data protection and security obligations (to extent reasonably possible)

21. GENERAL PROVISIONS

Entire Agreement

This Agreement, together with any executed Statements of Work (SOW) and Change Orders (CO), constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, proposals, representations, understandings, and agreements, whether written or oral.

In case of conflict:

1. Executed Change Orders control
2. Then Statements of Work
3. Then this Master Agreement
4. Then prior versions of any document

Amendments

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Amendments may be made via:

• Formal written amendment document
• Email exchange where both parties explicitly agree to specific change
• Electronic signature on amendment document

Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the parties' original intent.

Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise or the exercise of any other right, power, or remedy. No waiver unless in writing. Waiver of one breach doesn't waive future breaches.

Assignment

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except:

Provider may assign to:

• Parent, subsidiary, or affiliate company
• Successor entity in merger, acquisition, or sale of substantially all assets
• Financing party as collateral security

Client may assign to:

• Successor entity in merger or acquisition (if acquirer assumes all obligations)

Effect of Prohibited Assignment: Any assignment in violation of this Section is void and constitutes material breach.

Subcontracting: Provider may engage subcontractors and freelancers to perform services without Client consent, provided Provider remains fully responsible for their performance.

Governing Law & Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles.

Exclusive Venue: Any litigation (limited to enforcement of arbitration award or injunctive relief) shall be brought exclusively in the state or federal courts located in Palm Beach County, Florida. Both parties consent to personal jurisdiction and venue in such courts.

Notices

All notices required under this Agreement must be in writing and delivered via:

• Email to designated contacts
• Certified mail, return receipt requested
• Overnight courier with tracking

Notice is effective:

• Email: Upon sender's receipt of delivery confirmation
• Mail: 3 business days after mailing
• Courier: Upon delivery

Notice Addresses:

Either party may update notice information with 10 days written notice.

Relationship of Parties

Independent Contractors: Provider and Client are independent contractors. This Agreement does not create partnership, joint venture, agency, employer-employee, or franchisor-franchisee relationship. Neither party has authority to bind or commit the other party without express written authorization.

Taxes: Each party is responsible for its own taxes, including income tax, payroll tax, and self-employment tax.

Publicity & References

Provider may:

• List Client's name and logo as a client/customer (unless Client opts out)
• Create anonymized case studies from Client projects
• Use generalized metrics without identifying Client

Client Opt-Out: Client may opt out of being listed as a reference by providing written notice. Provider will remove references within 30 days.

Press Releases: Neither party may issue press release mentioning the other without prior written approval.

Survival

The following provisions survive termination or expiration of this Agreement:

• Payment obligations (§4, §9)
• Ownership and IP rights (§7)
• Confidentiality (§18)
• Data protection (§10)
• Warranties and disclaimers (§15)
• Limitation of liability (§16)
• Indemnification (§17)
• Dispute resolution (§19)
• Governing law (§21)
• Any other provision that by its nature should survive

Counterparts & Electronic Signatures

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: Electronic signatures (including typed names, clicking "I Accept," checkboxes, and e-signature services like DocuSign) are legally binding and have the same force and effect as handwritten signatures under:

• Electronic Signatures in Global and National Commerce Act (ESIGN Act)
• Uniform Electronic Transactions Act (UETA)
• Florida Electronic Signature Act

Email Acceptance: Client's reply to Provider's email with "I accept" or "Agreed" followed by Client's name constitutes acceptance and binding signature.

Headings

Section and subsection headings are for convenience only and shall not affect the interpretation of this Agreement.

Construction

This Agreement shall be construed fairly as to both parties and not more strictly against either party regardless of which party drafted the Agreement or any particular provision.

Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party has any right to enforce or benefit from any provision of this Agreement.

Currency

All amounts in this Agreement are in United States Dollars (USD) unless otherwise specified.

Business Days

For purposes of this Agreement, "business days" means Monday through Friday, excluding federal holidays observed in the United States.

ACCEPTANCE & EXECUTION

Client Acknowledgments

By executing this Agreement, Client acknowledges and agrees that:

• ✓ Client has read and understands this Agreement in its entirety
• ✓ Client has had opportunity to consult with legal counsel
• ✓ Client agrees to all terms, conditions, limitations, and disclaimers
• ✓ Client understands the limitations of AI technology and accepts associated risks
• ✓ Client has authority to bind their organization to this Agreement
• ✓ All information provided to Provider is accurate and complete
• ✓ Client will comply with all obligations under this Agreement

Provider Acknowledgments

By executing this Agreement, Provider acknowledges and agrees that:

• ✓ Provider will perform services in professional and workmanlike manner
• ✓ Provider will comply with all applicable laws and regulations
• ✓ Provider will maintain confidentiality of Client information
• ✓ Provider will implement reasonable security measures
• ✓ Provider will provide services as described in SOW

SIGNATURE PAGE