Consulting Services Agreement

1. The agreement and how it fits together

This Consulting Services Agreement (the "Agreement") is between AI AIDE LLC, a Texas limited liability company ("AI AIDE", "we", "us"), and the client named in a statement of work, proposal, order form or invoice that refers to this Agreement ("Client", "you"). It governs every consulting and professional service we provide, including AI assistant setup and management, agentic coding and software development, AI process automation, AI strategy and value-stream mapping, training and ongoing support (the "Services").

Each engagement is described in a statement of work ("SOW"). An SOW is formed when both parties sign it, when you accept it in writing or electronically (including by email), or when you pay an invoice that refers to it. Order of precedence: if documents conflict, the SOW controls for that engagement on scope, deliverables, fees and schedule; this Agreement controls on everything else, unless the SOW expressly says it overrides a named section of this Agreement. Our Privacy Policy, Usage Policy and, where we process personal data for you, our Data Processing Addendum also apply. If you use Co-Create as part of an engagement, the Co-Create Terms of Service also apply to that use.

The person accepting confirms they have authority to bind the Client.

2. Services and change orders

We will perform the Services described in each SOW in a professional and workmanlike manner, using people with appropriate skill. We decide how the work is done and who does it, and we may use qualified subcontractors, remaining responsible for their work.

Any change to scope, deliverables, schedule or fees requires a change order, which may be agreed by email. We are not required to perform work outside an SOW, and work you ask for that is outside it may be billed at our then-current rates once you approve it. Estimates of time or effort are good-faith estimates, not fixed commitments, unless the SOW states a fixed fee.

3. Your responsibilities

You will: provide timely access to the people, information, systems, accounts and approvals we reasonably need; appoint a contact who can make decisions; make sure you have the rights and consents needed for any data, content or systems you give us access to; maintain your own backups of your systems and data before and during the engagement; review and test deliverables before relying on them; and keep your own accounts, passwords and keys secure. Delays or extra work caused by missing access, information or decisions may move the schedule and may be billed as a change. You are responsible for your use of the deliverables, including compliance with the laws and third-party terms that apply to your business.

4. Fees, invoices and payment

Fees are as stated in the SOW, in US dollars. Unless the SOW says otherwise: deposits and recurring fees are invoiced in advance and are due before work begins or the period starts; other invoices are due within 15 days of the invoice date; and reasonable pre-approved expenses are reimbursed at cost. Fees do not include taxes, which you will pay except for taxes on our net income.

Late payment. Amounts not paid when due accrue interest at 1.5% per month or the highest rate the law allows, whichever is lower, and you will pay reasonable costs of collection. If any amount is more than 15 days overdue, we may pause work and access we manage for you after giving notice, without liability.

Disputed invoices. Tell us in writing within 10 days of the invoice date about any amount you dispute in good faith, and pay the undisputed amount on time.

Non-refundable. Except as this Agreement or the SOW expressly provides, fees paid are non-refundable, including deposits and fees for work performed before termination.

Third-party costs. Subscriptions, usage-based charges (including AI model, hosting and automation platform fees) and licenses for third-party products are your responsibility, whether billed to you directly or passed through by us at cost, unless the SOW says they are included.

5. Acceptance

When we deliver a deliverable, you have 5 business days to review it and tell us in writing of any material non-conformity with the SOW, with enough detail for us to reproduce it. We will correct the non-conformity and redeliver, and the review period restarts for the corrected items. A deliverable is accepted when you approve it, when the 5 business days pass without a notice of non-conformity, or when you use it in production, whichever happens first.

6. Ownership and licenses

Your materials. You keep all rights in the data, content, systems, trademarks and other materials you provide ("Client Materials"). You give us a license to use them only to perform the Services.

Deliverables. Upon our receipt of full payment for an SOW, we assign to you all of our right, title and interest in the deliverables specifically created for you under that SOW (the "Deliverables"), excluding AI AIDE Materials and Third-Party Materials. Until full payment, we give you a limited license to use the Deliverables for evaluation only.

AI AIDE Materials. We keep all rights in our pre-existing and independently developed tools, code libraries, templates, prompts, workflows, frameworks, methods and know-how, and in improvements to them that are not specific to you ("AI AIDE Materials"). To the extent AI AIDE Materials are built into a Deliverable, we grant you, upon full payment, a perpetual, non-exclusive, non-transferable (except with the Deliverable), royalty-free license to use, copy and modify them as part of that Deliverable for your internal business purposes. Nothing prevents us from using our general skills and know-how, or from doing similar work for others, as long as we do not use your Confidential Information.

Third-Party Materials. Open-source software, third-party platforms, AI models and services used in or with the Deliverables ("Third-Party Materials") are licensed under their own terms, which you agree to follow.

AI-generated material. Some Deliverables are produced with the help of AI tools. Copyright protection for AI-generated material is uncertain and may not be available. Our assignment covers whatever rights we have; we do not promise that any particular Deliverable is protectable.

7. How we use AI

We use AI tools, including models from Anthropic and OpenAI and our own Co-Create platform, to analyze, plan, write, code and test. People at AI AIDE direct and review that work. We will not use your Confidential Information to train any AI model, and we use AI providers under business terms that do not allow training on the data we send by default. AI output can be wrong, so you remain responsible for reviewing Deliverables and for decisions you make with them. AI systems we build for you (for example assistants or automations) can make mistakes once they are running; you are responsible for how you supervise and use them, including human review of decisions that affect people.

8. No guarantee of results

Our Services are designed to improve how your business works, but outcomes depend on many factors outside our control. Any estimates of savings, efficiency, revenue or other results, in proposals, value-stream maps or elsewhere, are illustrative and are not a promise or warranty. We do not provide legal, tax, accounting, financial or regulatory advice, and you should consult qualified advisers for those matters.

9. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including business processes, data, pricing and source code. The receiving party will use it only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to its personnel, contractors and service providers who need to know it and are bound by confidentiality obligations at least as protective. This does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known to it without restriction, is received from a third party without a duty of confidentiality, or is independently developed. A party may disclose Confidential Information when the law requires it, after giving prompt notice where lawful. These obligations last for 3 years after the last SOW ends, and for as long as information remains a trade secret. On request after an engagement ends, each party will return or delete the other's Confidential Information, except copies kept in routine backups or required by law, which remain protected.

10. Data protection and security

Where we process personal data on your behalf, our Data Processing Addendum applies and is part of this Agreement. We will use reasonable administrative, technical and physical safeguards for Client Materials in our possession. You will not give us access to protected health information, payment card data, or other regulated data unless the SOW specifically covers it and any agreement the law requires (such as a business associate agreement) has been signed. Credentials you share with us should be limited to the access we need, and you may revoke them at any time.

11. Non-solicitation

During each engagement and for 12 months after it ends, neither party will directly solicit for employment or engagement any employee or contractor of the other who worked on the engagement, without the other's written consent. General job advertisements and hiring someone who responds to them, or who approaches the hiring party first, are not solicitation.

12. Warranty

We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, and that each Deliverable will materially conform to its SOW when delivered. If you tell us in writing within 30 days after a Deliverable is delivered (or a Service is performed) that it does not meet this warranty, we will, at our option, re-perform the non-conforming Services or correct the Deliverable at no additional charge, or, if we cannot do so within a reasonable time, refund the fees paid for the non-conforming part. This is your sole and exclusive remedy, and our sole obligation, for breach of this warranty. The warranty does not cover problems caused by Client Materials, changes made by anyone other than us, third-party products or services, misuse, or use outside the SOW's scope.

EXCEPT AS STATED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS", AND AI AIDE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT DELIVERABLES OR AI SYSTEMS WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE.

13. Indemnities

By us. We will defend you against any third-party claim alleging that a Deliverable, as delivered by us, infringes a United States copyright or misappropriates a trade secret, and pay the damages finally awarded or agreed in settlement. This does not apply to claims arising from Client Materials, AI AIDE Materials used as permitted elsewhere, Third-Party Materials, AI-generated material, modifications by anyone other than us, combinations with things we did not provide, or use after we offered a non-infringing alternative. If a Deliverable is or may be subject to such a claim, we may modify it, obtain the right for you to keep using it, or take it back and refund the fees paid for it, less a reasonable amount for use.

By you. You will defend us against any third-party claim arising from Client Materials, your use of the Deliverables or the Services (including the operation of any AI system or automation we built for you), your products and services, your breach of this Agreement, or your violation of law or third-party rights, and pay the damages finally awarded or agreed in settlement.

Process. The indemnified party must give prompt written notice of the claim, let the indemnifying party control the defense and settlement (except that no settlement may impose an obligation on the indemnified party without its consent), and give reasonable cooperation at the indemnifying party's expense. This Section 13 states each party's entire liability for third-party intellectual property claims.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

(A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, SAVINGS, DATA, GOODWILL OR BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

(B) AI AIDE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL SOWS WILL NOT EXCEED THE FEES ACTUALLY PAID TO AI AIDE UNDER THE SOW GIVING RISE TO THE CLAIM IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

(C) THE LIMITS IN (A) AND (B) DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, TO EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER SECTION 13, OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW.

The parties agree these limits are a reasonable allocation of risk reflected in the fees, and they apply even if a remedy fails of its essential purpose.

15. Term and termination

This Agreement starts when the first SOW is formed and continues until every SOW has ended and 90 days have passed with none in effect. Either party may end an SOW for convenience on 30 days' written notice unless the SOW says otherwise, and either party may end this Agreement or an SOW immediately by written notice if the other materially breaches it and does not cure the breach within 15 days after notice. We may also suspend or end Services immediately if continuing would violate the law or our Usage Policy. On termination, you will pay for all Services performed and expenses incurred up to the termination date, plus any non-cancellable commitments we made for you, and any fixed or minimum fees the SOW says are due on early termination. Sections that by their nature should survive (including Sections 4, 6, 9 and 12 through 17) survive.

16. Dispute resolution and arbitration

Informal resolution. Before starting arbitration or a court case, the party with a dispute must send the other a written notice describing it and the relief wanted (to AI AIDE, by email to cyberdesigner@aiaide.io with the subject "Notice of dispute"), and senior representatives of both parties will try in good faith to resolve it for 60 days, during which the time limit below is paused.

Arbitration. If the dispute is not resolved, any dispute, claim or controversy arising out of or relating to this Agreement, an SOW or the Services, including its formation, validity or scope and whether a claim is subject to arbitration, will be resolved by final and binding arbitration on an individual basis, administered by the American Arbitration Association under its Commercial Arbitration Rules (and, where 25 or more similar demands are filed by or with the help of the same or coordinated counsel, its Mass Arbitration Supplementary Rules, with demands administered in batches), before a single arbitrator. The arbitration will take place in Dallas County, Texas, and may be held by video. The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any court with jurisdiction.

Exceptions. Either party may bring an individual claim in small claims court if it qualifies, and either party may seek an injunction or other equitable relief in court to protect its Confidential Information or intellectual property, or to collect undisputed fees.

Class action and jury waiver. Claims may be brought only on an individual basis and not in any class, collective, consolidated or representative proceeding, including class arbitration. Each party waives the right to a jury trial. If this waiver is found unenforceable for a particular claim, that claim will be severed and decided by a court in Dallas County, Texas, after the arbitration of the remaining claims, and will never proceed in class arbitration.

Opt-out. You may opt out of this Section 16 by emailing cyberdesigner@aiaide.io, with the subject "Arbitration opt-out", within 30 days after you first accept this Agreement, stating your organization's name and that it opts out of arbitration.

Time limit. To the extent the law allows, any claim must be brought within one year after it arose, or it is permanently barred.

Governing law. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs this Section. Any dispute not arbitrated will be brought only in the state or federal courts in Dallas County, Texas, and each party consents to their jurisdiction.

17. General

• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship. Our personnel are not your employees.
• Publicity. We will not name you as a client without your consent, which may be given by email.
• Force majeure. Neither party is liable for delays or failures (other than payment obligations) caused by events beyond its reasonable control, including outages of internet, hosting, AI model or other third-party providers.
• Notices. Legal notices must be in writing and sent by email (to AI AIDE at cyberdesigner@aiaide.io; to you at the contact in the SOW) and are effective when received.
• Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant assets, with notice.
• Changes. We may update this Agreement for future SOWs by posting a new version. An SOW already formed stays under the version in effect when it was formed unless both parties agree otherwise.
• Electronic acceptance. Electronic acceptance, signatures and records are binding under the E-SIGN Act and the Texas Uniform Electronic Transactions Act.
• Entire agreement. This Agreement, the SOWs and the documents they reference are the entire agreement about the Services and supersede prior proposals and understandings. Terms in your purchase orders or vendor forms do not apply, even if accepted. If a provision is unenforceable, it is limited to the minimum extent needed and the rest stays in effect. A waiver must be in writing. Headings are for convenience only.

18. Contact

AI AIDE LLC, Dallas, Texas, USA. Email cyberdesigner@aiaide.io.