Client Services Agreement

The Agency shall provide AI automation services (the "Services") to the Client, which may include, but are not limited to:

1. AI Strategy and Planning – Assisting the Client in evaluating current processes, identifying use cases for AI automation, and creating a strategic roadmap for AI adoption.
2. Custom AI/ML Model Development – Designing, developing, and deploying machine learning models tailored to the Client's unique data and objectives.
3. Data Analytics and Predictive Modeling – Gathering, cleaning, and analyzing data to generate insights, build predictive models, and enhance the Client's decision-making processes.
4. Workflow Automation and Integration – Streamlining repetitive tasks by leveraging AI-driven automation tools or robotic process automation (RPA), and integrating these solutions with the Client's existing infrastructure.
5. Conversational AI/Chatbots – Developing and deploying AI-powered chatbots or virtual assistants for customer service, internal support, or other communication needs.
6. Natural Language Processing (NLP) – Creating or integrating NLP solutions, such as text classification, sentiment analysis, or language translation.
7. Consulting & Ongoing Support – Providing consultation, training, and support for AI tools, as well as maintenance, updates, and iterative improvements once solutions are deployed.

The Parties acknowledge that not all of these services may be required for every project.

The Agency shall:

• Perform the Services in a professional, diligent, and timely manner consistent with industry standards.
• Allocate adequate resources, including skilled personnel and appropriate technological tools, to fulfill its obligations under this Agreement.
• Communicate regularly with the Client regarding project status, timelines, and any potential issues or delays.

The Client shall:

• Provide all necessary information, data, access, and cooperation required by the Agency to perform the Services.
• Respond to the Agency's requests in a timely manner.
• Promptly notify the Agency of any changes in the information or circumstances that may affect the scope or performance of the Services.

The Client acknowledges and agrees that it is solely responsible for understanding, configuring, and properly using its customer relationship management (CRM) systems and any other third-party platforms integrated with or connected to the Services.

The Client further acknowledges that the Agency does not control or manage the internal settings, rules, automations, permissions, or data structure of the Client's CRM or third-party systems.

Any actions taken by the Client, its employees, contractors, or representatives within such systems are the sole responsibility of the Client.

The Agency shall not be liable for any disruption, degradation, malfunction, or unintended behavior of the Services caused by changes or actions taken within the Client's CRM or third-party systems.

This Agreement shall commence on the Effective Date and shall continue in effect on a monthly, 6-month, or 12-month term, as selected by the Client, and shall automatically renew for successive terms unless terminated in accordance with this Agreement.

Either Party may terminate this Agreement for any reason upon 30 days' prior written notice to the other Party by the end of the term.

If either Party commits a material breach of any term of this Agreement and fails to cure such breach within 30 days of receiving notice of the breach, the non-breaching Party may terminate this Agreement immediately by providing written notice.

Upon termination:

• The Client shall promptly pay the Agency for all Services rendered and expenses incurred up to the date of termination.
• The Agency shall deliver to the Client any completed or partially completed work for which payment has been made, subject to any applicable intellectual property or confidentiality provisions.

In consideration for the Services, the Client shall pay the Agency fees as set forth in the applicable invoice or invoices issued by the Agency (the "Invoice"). Payment of any Invoice constitutes acceptance of the terms of this Agreement and the applicable Invoice.

• Invoices will be issued monthly, and upon completion of milestones for initial set-up.
• Payments are due within 5 days from the invoice date.
• Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate allowed by law, whichever is lower.

Any pre-approved out-of-pocket expenses incurred by the Agency in connection with the performance of the Services shall be reimbursed by the Client, provided the Agency supplies valid receipts or other supporting documentation.

Each Party retains all right, title, and interest in and to any intellectual property that existed prior to the Effective Date or was developed independently of this Agreement.

Unless otherwise agreed in writing:

• Any Deliverables specifically created for the Client under this Agreement will be owned by the Client upon receipt of full payment.
• The Agency reserves the right to reuse any general knowledge, skills, and experience gained in the course of providing the Services for other clients, so long as doing so does not violate any confidentiality obligations.

The Agency may incorporate its own proprietary tools, libraries, or frameworks (collectively, the "Agency Tools") in performing the Services. The Client is granted a non-exclusive, non-transferable, royalty-free license to use the Agency Tools solely in connection with the Deliverables.

"Confidential Information" means all information disclosed by one Party to the other that is marked as confidential or which should reasonably be considered confidential. This includes trade secrets, business plans, technical data, customer lists, and other proprietary information.

The Receiving Party shall:

• Use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement;
• Not disclose the Confidential Information to any third party without prior written consent; and
• Use reasonable care to safeguard the Confidential Information.

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement;
• Was lawfully received from a third party without restriction;
• Was independently developed without use of the Confidential Information; or
• Is required to be disclosed by law or court order.

The Agency represents and warrants that it has the necessary skills and expertise to provide the Services in a professional manner, in accordance with applicable laws, and without infringing upon any third-party rights.

The Client represents and warrants that it has the authority to engage the Agency and that any materials provided will not infringe upon any third-party rights or violate any laws.

Except as expressly stated, both Parties disclaim all other warranties, express or implied. AI solutions are inherently probabilistic and may not produce the desired outcome in every instance. The Agency does not guarantee specific performance, accuracy, or results arising from the use of AI models or automation tools.

The Agency shall indemnify and hold the Client harmless against claims alleging that the Services infringed upon any intellectual property right, except where such claim arises from the Client's modifications or materials.

The Client shall indemnify and hold the Agency harmless against claims alleging that content provided by the Client, or the Client's use of the Deliverables, infringes upon any rights or violates any law.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Any dispute shall be resolved through good faith negotiation. If unresolved, the Parties agree to submit to Mediation/Arbitration in Toronto, Ontario before resorting to litigation. The exclusive jurisdiction shall be the courts of the Province of Ontario.