AI WEST LLC TERMS OF SERVICE

IMPORTANT: PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE PURCHASING OR USING ANY SERVICES FROM AI WEST LLC. ACCEPTANCE OF TERMS These Terms of Service (these "Terms") constitute a legally binding agreement between you (the "Client," "you," or "your") and AI West LLC, a Colorado Limited Liability Company ("AI West," "we," "us," or "our"). BY PURCHASING SERVICES, MAKING PAYMENT, OR OTHERWISE ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case "Client" or "you" shall refer to such entity. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE, ACCESS, OR USE OUR SERVICES.

  1. SERVICES 1.1 Description of Services AI West provides consulting services related to intelligent CRM systems, AI-driven automation, and go-to-market solutions (collectively, the "Services"). Specific Services to be provided will be detailed in a Statement of Work, proposal, or order form (each, a "Statement of Work" or "SOW") that references these Terms. 1.2 Binding Effect of SOW Each Statement of Work, when accepted by you through payment or written acceptance, incorporates these Terms by reference and becomes a binding agreement between you and AI West. In the event of any conflict between these Terms and a Statement of Work, these Terms shall control unless the Statement of Work expressly states otherwise. 1.3 Advisory Nature Our Services may include advice and recommendations. All decisions regarding implementation of such advice and recommendations are your sole responsibility. We will not perform management functions or make management decisions on your behalf. 1.4 No Obligation to Update After completion of Services, we have no obligation to update advice, recommendations, or work product for subsequent events, changes in law or regulations, or other developments unless you separately engage us to do so in a new Statement of Work. 1.5 No Maintenance or Support Obligation CRITICAL PROVISION: Unless explicitly stated in a Statement of Work as an ongoing maintenance retainer, we have no obligation to maintain, update, fix, support, or ensure continued operation of any systems, automations, code, or deliverables

after delivery and your acceptance. Any maintenance, bug fixes, updates, technical support, or modifications required after delivery constitute new work and will be billed separately at our then-current rates. You are solely responsible for ensuring delivered systems remain functional. If continuous operation is critical to your business, you must contract for ongoing maintenance services separately.

  1. FEES AND PAYMENT 2.1 Fees Fees for Services are specified in the applicable Statement of Work. All fees are in U.S. dollars unless otherwise stated. 2.2 Third-Party Costs You are responsible for all third-party service costs including but not limited to: API fees, hosting costs, cloud service fees, software licenses, subscription services, and any other external costs required for operation of delivered systems. Unless expressly stated in the Statement of Work, such costs are not included in our fees and must be paid directly by you or reimbursed to us upon request. 2.3 Expenses You will reimburse us for reasonable out-of-pocket expenses incurred in performing Services (passed through at cost). We will obtain your authorization before incurring any single reimbursable expense exceeding $250. 2.4 Taxes You are responsible for all sales, use, excise, or similar taxes required by law based on Services rendered, excluding taxes based on our net income. We may collect such taxes on your behalf and add them to your invoice. 2.5 Payment Terms Project Work: Payment is due upon completion or at milestones specified in the Statement of Work. Monthly Retainers: Invoices are issued at the end of each month and payment is due within thirty (30) days of invoice date. Payment Methods: Payment may be made by ACH transfer, wire transfer, credit card, or other methods we specify. 2.6 Late Payment Unpaid invoices accrue a late charge of 1.0% per month (or the highest rate permitted by law, whichever is less), compounded monthly. We reserve the right to suspend Services and suspend your access to any delivered systems, platforms, or services if: Any undisputed invoice remains unpaid for more than thirty (30) days after the due date; or Any disputed invoice remains unresolved for more than sixty (60) days after the due date; provided that we give you three (3) business days' written notice and opportunity to cure before suspension. 2.7 Disputed Invoices If you dispute an invoice in good faith, you must: (a) notify us in writing within ten (10) days of the invoice date, describing the basis of the dispute in reasonable detail; (b) pay the undisputed portion by the due date; and (c) negotiate with us in good

faith to resolve the dispute within thirty (30) days. 2.8 Collection Costs If we engage collection services or legal counsel to collect unpaid amounts, you agree to reimburse us for all reasonable costs incurred, including attorneys' fees. 2.9 Scope Changes Changes to the scope of Services described in a Statement of Work must be documented in writing and accepted by both parties. Material scope increases will result in additional fees agreed upon before work commences. If you request changes or cause delays through incomplete information, specifications, or access, we may adjust timelines and fees accordingly.

  1. YOUR RESPONSIBILITIES You agree to: (a) Provide us with timely access to data, information, personnel, systems, equipment, and facilities reasonably required for us to perform Services; (b) Provide timely decisions, approvals, and feedback as we request; (c) Ensure that all necessary accounts, credentials, API keys, and system access are provided to us within five (5) business days of our request; (d) Designate a primary point of contact with authority to make decisions regarding Services; (e) Maintain backups of your own critical business data; (f) Ensure compliance with all applicable laws and regulations in your use of delivered systems; (g) Obtain all necessary consents and permissions to provide us access to any personal data or third-party data needed for Services. Client-Caused Delays: If your failure to fulfill these responsibilities causes cumulative delays exceeding ten (10) business days on any Statement of Work, we may adjust project timelines and fees or terminate the Statement of Work with payment due for all work completed to date.
  1. TERM AND TERMINATION 4.1 Term The term of these Terms begins on your first purchase or use of Services and continues until all Statements of Work are completed or terminated. 4.2 Termination for Convenience Either party may terminate any active Statement of Work by providing thirty (30) business days' written notice to the other party.

4.3 Immediate Termination We may immediately terminate these Terms and all active Statements of Work if: You breach any material provision of these Terms and fail to cure within ten (10) days of written notice; You fail to pay undisputed amounts when due; You engage in conduct that violates applicable law or harms our reputation or business. 4.4 Effect of Termination Upon termination: (a) You must immediately pay all amounts owed through the termination date, calculated as follows: Time & Materials SOW: All fees and expenses incurred through termination date. Fixed Price SOW: Payment for completed milestones/deliverables plus pro-rata payment for work in progress based on percentage completed. (b) We will deliver any work in progress or deliverables in their current state of completion, provided on an AS-IS basis without any warranty. (c) Your access to any systems, platforms, or services we host or manage will continue for thirty (30) days to allow transition, after which access will be permanently revoked. You are responsible for exporting any data you need before access termination. (d) All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: payment obligations, intellectual property rights, confidentiality, disclaimers, limitations of liability, and indemnification. 4.5 No Refunds All fees paid are non-refundable except as expressly stated in Section 8.4 (Exclusive Remedy for Warranty Breach).

  1. INTELLECTUAL PROPERTY OWNERSHIPAND LICENSE 5.1 Our Intellectual Property We Retain Full Ownership. All trade secrets, concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates, technology, code, algorithms, systems, automations, tools, frameworks, and general consulting materials used or developed in performing Services (collectively, "Our IP") remain our sole and exclusive property. Your Pre-Existing Systems. If Services involve modifications, improvements, bug fixes, or enhancements to systems, platforms, or code that you already owned prior to our engagement ("Your Pre-Existing Systems"), you retain full ownership of such systems including our modifications and improvements. You may freely resell, sublicense, or commercialize Your Pre-Existing Systems without restriction, and the resale restrictions in this Section 5.1 do not apply to such systems. To qualify as Your Pre-Existing Systems: You must have owned or licensed the system before our engagement began; The system must be identified in the Statement of Work as a pre-existing system requiring modification or improvement; Our work must be limited to fixing, debugging, enhancing, or improving the pre-existing system rather than building new systems from scratch;

You must provide reasonable documentation or evidence of pre-existing ownership if requested. Our Proprietary Systems. When we provide you access to, configure, or customize any of our proprietary systems, platforms, tools, or frameworks (including but not limited to: LinkedIn Outreach System, Content Generation System, Claude Hub, Inbound Agent, Intelligent CRM, Intelligent Project Tracker, Intelligent Knowledge Base, Signal Monitor, or any other AI West branded system), such systems remain our exclusive property and you may NOT: Resell, sublicense, or distribute our proprietary systems to third parties; Use our proprietary systems to provide services to third parties; Reverse engineer, decompile, or recreate our proprietary systems; Remove our branding or proprietary notices from our systems; Create derivative products based on our proprietary systems for commercial sale. We Can Reuse Everything We Build. Except for Your Pre-Existing Systems as defined above, we expressly retain the unrestricted right to: Reuse, resell, sublicense, and commercialize any and all deliverables, work product, systems, automations, code, configurations, integrations, processes, and solutions created under any Statement of Work; Package such deliverables as standalone products, SaaS offerings, templates, or tools for sale to other clients; Create derivative works, improvements, or variations of any deliverables; Use methodologies, techniques, and learnings from your engagement to improve our services and products.

Your License to Use Our IP. Subject to your compliance with these Terms and full payment of all fees, we grant you a non- exclusive, worldwide, royalty-free, non-transferable, non-sublicensable license to use deliverables specified in your

Statement of Work solely for your internal business purposes. Restrictions on Your Use. Except for Your Pre-Existing Systems, you may not: Create derivative works of Our IP for commercial resale; Distribute, sell, license, sublicense, or disclose Our IP to third parties; Reverse engineer, decompile, or disassemble any of Our IP; Remove or modify any proprietary notices on deliverables; Use Our IP to provide services to third parties. Your license is non-exclusive and does not restrict our ability to provide identical, similar, or derivative solutions to other clients or to commercialize Our IP in any manner we choose. 5.2 Your Intellectual Property You Retain Ownership. Any materials you provide to us for incorporation into deliverables or for modification as part of Services ("Your IP") remain your sole property, including Your Pre-Existing Systems as defined in Section 5.1. What Is NOT Your IP. Your IP does not include: Any learnings, insights, methodologies, techniques, processes, or best practices we derive from your data, business operations, or engagement; Any generalized, anonymized, or aggregated data, patterns, or analytics identified during the engagement; Any improvements, enhancements, or modifications to our pre-existing tools, templates, methodologies, or systems, even if developed while working with your data; Any frameworks, architectures, or system designs we create, even if customized for your use case; Our proprietary systems, platforms, or branded tools, regardless of customization level. 5.3 Exclusive Use by You Deliverables provided to you are intended solely for your benefit. You may not authorize any third party to access, use, or rely upon such deliverables without our prior written consent, except where:

The deliverables consist of modifications to Your Pre-Existing Systems (which you may freely commercialize); or You have separately negotiated and executed a reseller or white-label agreement with us.

  1. CONFIDENTIALITY 6.1 Mutual Confidentiality Obligations Definition of Confidential Information. "Confidential Information" means all information in any format (written, oral, electronic) that one party ("Disclosing Party") discloses to the other party ("Recipient") that is marked as confidential or that reasonably should be understood as confidential, including but not limited to: software, technical information, business information, financial data, customer data, product plans, methodologies, processes, system specifications, and the terms of these Terms and any Statement of Work. Confidentiality Obligations. Each party agrees to: Keep the other party's Confidential Information in strict confidence using at least the same degree of care used for its own confidential information, but no less than reasonable care; Use Confidential Information only for purposes of these Terms; Not disclose Confidential Information to third parties except to employees, contractors, advisors, and affiliates who have a legitimate need to know and are bound by confidentiality obligations at least as restrictive as these Terms; Not reverse engineer, disassemble, or decompile the other party's Confidential Information; Promptly notify the other party of any unauthorized use or disclosure. Exceptions. Information is not Confidential Information if it: Was known to Recipient before disclosure without confidentiality restrictions; Is independently developed by Recipient without use of the Confidential Information; Is rightfully received from a third party without confidentiality restrictions; Becomes publicly available through no breach by Recipient; Is disclosed with the Disclosing Party's written consent; Consists of generalized learnings, methodologies, or techniques derived from Confidential Information, provided such derivative information does not reveal specific Confidential Information. Required Disclosures. If required by law, court order, or government authority to disclose Confidential Information, Recipient will: (a) promptly notify Disclosing Party to allow opportunity for a protective order; (b) disclose only the minimum information legally required; and (c) not oppose Disclosing Party's efforts to obtain protective treatment. 6.2 Our Marketing and Portfolio Rights Default Permission. By accepting these Terms, you grant us the right to: (a) Client Identification: Identify you by name and logo as a client on our website, in marketing materials, client lists, and presentations; (b) Case Studies: Prepare and publish case studies, success stories, testimonials, and promotional materials describing the Services provided and results achieved, subject to the review process below; (c) Portfolio Use: Use screenshots, images, or demonstrations of deliverables in our portfolio, marketing materials, and sales presentations, provided that confidential data is redacted; (d) Reference Calls: Reference the engagement and results when speaking with prospective clients, provided that specific Confidential Information is not disclosed without your consent.

Review Process for Case Studies. Before publishing any case study or detailed success story about your engagement, we will: Provide you with a draft for review; Give you ten (10) business days to review and request modifications; Make reasonable modifications to remove or anonymize specific confidential data, metrics, or information you identify; Not unreasonably delay publication based on your feedback. You agree not to unreasonably withhold approval of case studies. General descriptions of the types of systems built, problems solved, approach taken, and value delivered may be included even if specific metrics are redacted. Opting Out of Marketing Rights. If you wish to prohibit us entirely from exercising the marketing rights described above, you must: Negotiate a separate "no-marketing" addendum before accepting these Terms or purchasing Services; AND Pay an additional fee equal to twenty percent (20%) of the total project value to compensate us for loss of marketing value. Your refusal to participate in case studies or marketing materials after Services are delivered does not relieve you of payment obligations and does not entitle you to any refund. 6.3 Duration Confidentiality obligations survive termination of these Terms for five (5) years, except that obligations with respect to trade secrets (as defined by applicable law) continue perpetually.

  1. DATA HANDLING AND SECURITY 7.1 Access to Your Data In performing Services, we may require access to your systems, databases, accounts, and data (including personal data subject to privacy laws). By accepting these Terms, you grant us such access as reasonably necessary to perform Services. 7.2 Security Measures We will implement reasonable administrative, physical, and technical safeguards designed to protect your data in our possession from unauthorized access, use, or disclosure. 7.3 Data Privacy Compliance Each party will comply with applicable data protection and privacy laws. You represent and warrant that: You have obtained all necessary consents and permissions to provide us access to any personal data or third-party data; Your provision of data to us and our use of such data as contemplated by these Terms does not violate any applicable law or third-party rights; You will handle any personal data in delivered systems in compliance with applicable privacy laws. 7.4 Use of Anonymized Data We may retain and use anonymized, aggregated, or de-identified data derived from your systems for purposes of improving our services, developing new products, benchmarking, and analytics. Such anonymized data is not considered your

Confidential Information. 7.5 Your Data Responsibility You are solely responsible for: Maintaining backups of your business data; Ensuring accuracy and completeness of data you provide to us; Complying with all data protection regulations applicable to your use of delivered systems; Exporting any data you need from systems we host before access termination. We have no obligation to maintain backups of your data beyond what is necessary to perform active Services. 7.6 Data Retention and Deletion Upon your written request after termination, we will delete or return your Confidential Information in our possession, except that we may retain: (a) archived copies required by law or our document retention policies; (b) anonymized data as described in Section 7.4; and (c) copies necessary to enforce our rights under these Terms.

  1. WARRANTIES AND DISCLAIMERS 8.1 Our Limited Warranty We warrant that we will perform Services in good faith and in a professionally competent manner consistent with generally accepted industry standards. 8.2 DISCLAIMER OF WARRANTIES NO WARRANTY OF SYSTEM PERFORMANCE. WE MAKE NO WARRANTY OR REPRESENTATION REGARDING: (a) The ongoing performance, uptime, availability, reliability, or functionality of any delivered systems, automations, integrations, or code after delivery and your acceptance; (b) The compatibility of delivered systems with future changes to third-party APIs, platforms, services, or technologies (including but not limited to LinkedIn, Salesforce, HubSpot, Gmail, OpenAI, Anthropic, or any other third-party service); (c) The results, return on investment, business outcomes, revenue, leads, conversions, or other commercial benefits that may be achieved through use of delivered systems; (d) The suitability, fitness, or appropriateness of delivered systems for any particular purpose beyond the specifications in the applicable Statement of Work; (e) That delivered systems will be error-free, uninterrupted, or secure from unauthorized access; (f) That defects in delivered systems will be corrected after delivery (unless you separately contract for maintenance services). Third-Party Platform Risk. You acknowledge and agree that third-party platforms may change their APIs, terms of service, pricing, features, or functionality at any time, which may break, impair, or render inoperable delivered systems that integrate with such platforms. Any work required to fix, update, migrate, or modify systems due to third-party changes constitutes new work and will be billed separately at our then-current rates.

AS-IS Delivery. Except for the express warranty in Section 8.1, all Services and deliverables are provided on an "AS IS" and "AS AVAILABLE" basis. 8.3 DISCLAIMER OF IMPLIED WARRANTIES EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. 8.4 Exclusive Remedy for Warranty Breach Your sole and exclusive remedy for breach of the warranty in Section 8.1 is as follows: (a) You must provide written notice of the alleged breach within thirty (30) days of delivery of the affected deliverable; (b) You must provide us reasonable access and cooperation to investigate and attempt to remedy the issue; (c) We will use commercially reasonable efforts to cure the breach at no additional cost to you within a reasonable timeframe; (d) If we are unable to cure the breach within a reasonable timeframe after good faith efforts, we will refund the portion of fees you paid that is directly attributable to the defective deliverable. This remedy is conditioned upon: (i) you providing timely notice; (ii) the defect being reproducible; (iii) you not having modified or misused the deliverable; and (iv) you cooperating with our remediation efforts.

  1. LIMITATION OF LIABILITY 9.1 EXCLUSION OF CONSEQUENTIAL DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). 9.2 CAP ON LIABILITY EXCEPT AS PROVIDED IN SECTION 9.3, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY STATEMENT OF WORK, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU ACTUALLY PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; OR (B) TEN THOUSAND DOLLARS ($10,000). 9.3 Exceptions to Limitations The limitations in Sections 9.1 and 9.2 do NOT apply to:

(a) Your payment obligations (amounts you owe us are not capped); (b) Your indemnification obligations under Section 10; (c) Your breach of intellectual property rights under Section 5; (d) Your breach of confidentiality obligations under Section 6; (e) Either party's gross negligence, willful misconduct, or fraud; (f) Liabilities that cannot be limited under applicable law. 9.4 Essential Allocation of Risk You acknowledge and agree that: The limitations of liability in this Section 9 are essential elements of the bargain between the parties; We would not provide Services at the fees charged without these limitations; These limitations apply even if any limited remedy fails of its essential purpose; These limitations allocate risks under these Terms between the parties, and the fees charged reflect this allocation of risk and the limitations of liability.

  1. INDEMNIFICATION 10.1 Your Indemnification of Us You agree to indemnify, defend (at our option), and hold harmless AI West, its officers, directors, employees, contractors, and agents from and against any and all third-party claims, demands, lawsuits, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Your Use of Deliverables: Your use, misuse, modification, or distribution of any deliverables, systems, automations, or Our IP, including but not limited to: Violations of third-party terms of service, acceptable use policies, or platform rules (e.g., LinkedIn, Salesforce, Gmail); Violations of anti-spam laws (CAN-SPAM, GDPR, CASL, etc.); Violations of data protection or privacy regulations; Infringement of third-party intellectual property rights; Unauthorized access to third-party systems; (b) Content and Data: Any content, data, messages, or communications sent, posted, stored, or transmitted by you using delivered systems; (c) Modifications: Any modifications, customizations, alterations, or derivative works made by you or third parties to deliverables we provide; (d) Your Breach: Your breach of these Terms, violation of applicable law, or infringement of third-party rights; (e) Data Issues: Your failure to obtain required consents, licenses, or permissions for data processed through delivered systems; (f) Harm to Third Parties: Any harm, injury, or damage to third parties resulting from your use of Services or deliverables.

10.2 Our Indemnification of You We agree to indemnify, defend (at your option), and hold harmless you, your officers, directors, employees, and agents from and against third-party claims, demands, lawsuits, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Our gross negligence or willful misconduct in performing Services; (b) Our material breach of these Terms; (c) Our infringement of a third party's intellectual property rights in deliverables we provide to you, provided that such infringement was not caused by your modifications or misuse. This indemnity does not apply to the extent any claim arises from: (i) your modifications to deliverables; (ii) your use of deliverables in combination with materials not provided by us; (iii) your breach of these Terms; or (iv) your use of deliverables after we notify you to cease use due to potential infringement. 10.3 Indemnification Procedures The indemnified party ("Indemnitee") must: (a) Promptly notify the indemnifying party ("Indemnitor") in writing of any claim (but failure to promptly notify shall not relieve Indemnitor except to the extent materially prejudiced); (b) Provide reasonable cooperation in the defense of the claim; (c) Grant Indemnitor sole control over defense and settlement of the claim. Indemnitor may not settle any claim in a manner that adversely affects Indemnitee (including any admission of liability or imposition of obligations) without Indemnitee's prior written consent, which shall not be unreasonably withheld. Indemnitee may participate in the defense at its own expense with counsel of its choice.

  1. COMPLIANCE WITH LAWS 11.1 General Compliance Each party will comply with all applicable federal, state, local, and international laws and regulations in performing its obligations under these Terms. 11.2 Export Controls You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods. You agree not to export, re-export, or transfer any deliverables in violation of U.S. export control laws. 11.3 Anti-Corruption Neither party will, directly or indirectly, offer, promise, give, or authorize any payment or anything of value to any government official or any other person for the purpose of obtaining or retaining business or securing any improper advantage in connection with these Terms.

11.4 Acceptable Use You agree not to use Services or deliverables to: Violate any applicable law or regulation; Infringe intellectual property or other rights of third parties; Transmit malware, viruses, or harmful code; Engage in spamming, phishing, or fraudulent activities; Harass, abuse, threaten, or harm others; Access systems or data without authorization; Interfere with or disrupt third-party services. We reserve the right to immediately suspend Services if we reasonably believe you are using Services in violation of this Section.

  1. GENERAL PROVISIONS 12.1 Independent Contractor Relationship We are an independent contractor, not your employee, agent, partner, or joint venturer. Neither party may act on behalf of or bind the other party. We are solely responsible for our own taxes, insurance, and employment obligations for our personnel. 12.2 Non-Exclusivity These Terms do not restrict our right to provide services to other clients, develop competitive products or services, or use methodologies and learnings from your engagement to improve our business, subject to our confidentiality obligations. 12.3 Force Majeure Neither party is liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, government actions, labor disputes, pandemics, internet or telecommunications failures, or third-party service outages (including API or platform failures). During a force majeure event, the affected party's obligations are suspended for the duration of the event. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Statement of Work without liability. 12.4 Assignment You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without your consent to: (a) an affiliate; (b) a successor entity in connection with a merger, acquisition, or sale of substantially all assets; or (c) a subcontractor for performance of Services, provided we remain responsible for such performance. Any attempted assignment in violation of this Section is void. These Terms bind and benefit each party's permitted successors and assigns. 12.5 Notices All notices under these Terms must be in writing and sent to: To AI West: AI West LLC Email: josh@aiwest.co To You: The email address and mailing address you provide when purchasing Services.

Notices are deemed given: (a) when delivered personally; (b) one (1) business day after sending via overnight courier with confirmation; (c) three (3) business days after mailing via certified mail, return receipt requested; or (d) when sent via email if confirmation of receipt is received. Each party may update its notice address by providing written notice to the other party. 12.6 Waiver No failure or delay by either party in exercising any right, power, or remedy shall operate as a waiver. No single or partial exercise of any right, power, or remedy shall preclude further exercise of that or any other right, power, or remedy. No waiver is effective unless in writing and signed by the waiving party. 12.7 Severability If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent. If modification is not possible, the provision shall be severed, and the remaining provisions shall remain in full force and effect. 12.8 Entire Agreement These Terms, together with any applicable Statement of Work and any written amendments signed by both parties, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, representations, and communications, whether written or oral. No terms or conditions stated in your purchase order, business forms, or other documents shall add to or vary these Terms unless expressly agreed to in writing by both parties. 12.9 Amendments We may update these Terms from time to time by posting revised Terms on our website with a new "Last Updated" date. Material changes will be effective thirty (30) days after posting, or immediately upon your acceptance if you continue to use Services after the effective date. Your continued use of Services after revised Terms become effective constitutes your acceptance of such revised Terms. If you do not agree to revised Terms, you must discontinue use of Services and may terminate any active Statement of Work in accordance with Section 4.2. For active Statements of Work, revised Terms will apply to Services performed after the effective date of the revised Terms, unless otherwise agreed in writing. 12.10 Governing Law and Jurisdiction Governing Law. These Terms and all matters arising out of or relating to these Terms (whether in contract, tort, or otherwise) shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law principles. Exclusive Jurisdiction. Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in El Paso County, Colorado for any dispute arising out of or relating to these Terms. Each party waives any objection to venue in such courts and any claim that such courts are an inconvenient forum.

12.11 Dispute Resolution Negotiation. Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through negotiation. A party asserting a dispute shall send written notice describing the dispute in reasonable detail. Within ten (10) business days, executives or owners from each party shall meet (in person or via video conference) at least once to attempt resolution. Continued Performance. During dispute resolution, each party shall continue performing its obligations under these Terms unless and until these Terms are terminated in accordance with Section 4. Arbitration. If negotiation does not resolve the dispute within thirty (30) days of the initial dispute notice, the dispute shall be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, except as follows: (a) Exceptions to Arbitration: The following matters may be brought directly in court without arbitration: Collection of undisputed fees or expenses owed by you to us; Claims for injunctive or equitable relief related to breach of confidentiality, intellectual property rights, or unauthorized use of Our IP; Claims seeking declaratory relief regarding interpretation of intellectual property ownership or license terms. (b) Arbitration Procedures: The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if no agreement within fourteen (14) days, selected by JAMS; The arbitration shall take place in Colorado Springs, Colorado (or remotely via video conference if both parties agree); The arbitrator shall apply Colorado substantive law; Discovery shall be limited to what is reasonably necessary, as determined by the arbitrator; The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction. (c) Costs and Fees: The prevailing party in arbitration shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and arbitration costs from the non-prevailing party. Class Action Waiver. EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. 12.12 Survival The following provisions survive termination or expiration of these Terms: Sections 2 (Fees and Payment – for amounts owed), 5 (Intellectual Property), 6 (Confidentiality), 7.4 (Data Retention), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 12.10 (Governing Law), 12.11 (Dispute Resolution), and any other provisions which by their nature should survive. 12.13 Counterparts and Electronic Signatures These Terms and any Statement of Work may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures (including signatures transmitted by email in PDF format) shall have the same legal effect as original signatures.

12.14 Interpretation Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." "May" means permitted but not required. "Shall," "will," and "must" indicate mandatory obligations. The singular includes the plural and vice versa. "Or" is not exclusive unless context clearly requires otherwise. 12.15 Construction These Terms shall not be construed more strictly against either party regardless of which party drafted them. Both parties have had opportunity to review these Terms with legal counsel. 12.16 Third-Party Beneficiaries These Terms are for the sole benefit of the parties and their permitted successors and assigns. No third party (including any employee, contractor, or customer) has any rights under these Terms. 12.17 Government Contracts If you are a U.S. government entity or if these Terms will be funded by the U.S. government, additional terms may apply. Contact us at josh@aiwest.co to discuss necessary modifications. 12.18 Language These Terms are written in English. Any translation is for convenience only. In case of conflict between the English version and any translation, the English version controls.

  1. CONTACT INFORMATION For questions about these Terms, to request modifications, or to report a dispute, contact us at: AI West LLC Email: josh@aiwest.co Website: aiwest.co

ACCEPTANCE BY MAKING A PAYMENT FOR SERVICES, CLICKING "I AGREE," EXECUTING A STATEMENT OF WORK, OR OTHERWISE ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

End of Terms of Service

Made with