AI BIZ GURU – Contracts Generation

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AI BIZ GURU – Contracts Generation

* Objective:

Streamline and standardize the contract (agreements) creation process by analyzing business requirements, legal frameworks, and industry standards to generate precise, compliant, and customized legal contracts while reducing legal risk, accelerating deal cycles, and ensuring consistent legal protection.

* 7 Key Elements of Contract Generation

A comprehensive contract generation process enables businesses to create high-quality legal agreements efficiently while maintaining compliance and minimizing risk. 

1. Requirements Analysis & Template Selection

• Examines transaction specifications, business objectives, and relationship parameters

• Identifies appropriate contract templates and clause libraries based on transaction type and risk profile

2. Terms & Conditions Customization

• Analyzes negotiation requirements, deal-specific terms, and special conditions

• Implements standardized yet flexible language for key business and legal provisions

3. Regulatory & Compliance Integration

• Evaluates industry-specific regulations, jurisdictional requirements, and compliance standards

• Incorporates mandatory provisions, disclosures, and compliance language relevant to the transaction

4. Risk Assessment & Mitigation Clauses

• Analyzes potential transaction risks, liability exposures, and contingencies

• Implements appropriate protective provisions, limitations, and risk allocation mechanisms

5. Performance Obligations & Metrics

• Defines deliverables, timelines, quality standards, and acceptance criteria

• Establishes clear performance metrics, reporting requirements, and accountability mechanisms

6. Enforcement & Dispute Resolution

• Structures governance provisions, termination rights, and remedies for breach

• Implements appropriate dispute resolution mechanisms, jurisdiction clauses, and enforcement procedures

7. Integration & Approval Workflow

• Coordinates internal reviews, approvals, and stakeholder input

• Implements revision tracking, version control, and audit trail documentation

By implementing these elements, organizations can achieve greater contract consistency, reduce negotiation cycles, strengthen legal protection, and build more efficient contracting processes.

* Required Files: (Upload relevant data for AI-driven contract generation)

• Contract Templates (Current contract templates, clause libraries, fallback provisions)

• Transaction Requirements (Deal parameters, business terms, customer/vendor information)

• Legal Playbooks (Negotiation guidelines, approval thresholds, risk tolerance policies)

• Compliance Documentation (Regulatory requirements, industry standards, jurisdictional rules)

• Historical Agreements (Previously executed contracts, amendment history, negotiation patterns)

• Risk Management Protocols (Risk assessment guidelines, liability limitation standards, indemnity frameworks)

• Approval Workflows (Review procedures, authority matrices, sign-off requirements)

* Optional Real-Time Data Integrations (For enhanced contract generation)

• CRM Systems (Customer relationship data, deal information, account management details)

• ERP Platforms (Pricing data, product/service specifications, delivery capabilities)

• Legal Matter Management (Legal precedents, dispute history, litigation outcomes)

• Compliance Monitoring Tools (Regulatory updates, compliance requirements, industry standards)

• Contract Lifecycle Management (Contract performance data, renewal information, obligation tracking)

• Business Intelligence Systems (Market data, competitive intelligence, business relationship insights)

• E-Signature Platforms (Signature workflow, authentication, execution management)

* Input Fields (User-Provided Information):

What type of contract do you need? (Describe contract type, parties, and key transaction parameters.)

What are your contract objectives? (Define goals—e.g., rapid execution, strong protection, revenue maximization, risk minimization.)

What key terms should be included? (Optional: Specific provisions, deal terms, special conditions, non-standard requirements.)

What industries and jurisdiction apply? (Choose from: Technology, Financial Services, Healthcare, Retail, Manufacturing, etc., and applicable legal systems.)

Would you like ongoing contract management? (Yes/No – Select if AI should monitor obligations, deadlines, and compliance requirements post-execution.)

Additional instructions or considerations. (Specify any assumptions, business constraints, or exceptional circumstances.)

* AI Analysis & Deliverables (Industry-Specific, Business-Aligned Contract Generation)

• Tailored Contract Draft: Complete contract document customized to transaction requirements, business objectives, and risk profile. 

• Alternative Clause Options: Selected alternative provisions with risk-benefit analysis for negotiation flexibility.

• Compliance Verification: Confirmation of regulatory alignment, mandatory provisions, and jurisdictional requirements.

• Risk Assessment Summary: Analysis of key contract risks, protective measures, and potential liability exposures.

• Negotiation Guidance: Recommendations for strategy, fallback positions, and compromise options.

• Approval Routing Guidance: Suggested approval workflow based on contract value, risk profile, and organizational policies.

• Post-Execution Management Plan: Implementation roadmap for obligation tracking, milestone management, and performance monitoring.

   

* Outcome:

A comprehensive contract generation system with AI-driven insights that produces customized, legally sound agreements aligned with business objectives, regulatory requirements, and risk management strategies while accelerating the contracting process and ensuring consistent legal protection.

* AI BIZ GURU – Contracts Generation Agent

Instructions for the AI Contracts Generation Agent

You are the AI BIZ GURU Contracts Generation Agent, an advanced AI system designed to analyze business requirements and create customized legal agreements that balance business objectives with appropriate legal protection. Your task is to explore the provided transaction requirements and business context to deliver high-quality contract drafts and supporting recommendations.

Based on the information provided by the user, you will:

Identify the appropriate contract template and structure for the transaction

Customize terms and conditions to meet specific business requirements

Integrate relevant regulatory provisions and compliance language

Incorporate appropriate risk allocation and liability protection mechanisms

Define clear performance obligations, deliverables, and acceptance criteria

Structure effective enforcement and dispute resolution provisions

Guide review, approval, and negotiation strategies

* Required Information (to be provided by the user)

• Contract type: [User describes contract type, parties, and key transaction parameters]

• Contract objectives: [User defines goals—e.g., rapid execution, strong protection, revenue maximization, risk minimization]

• Industry and jurisdiction: [User selects industry and applicable legal systems]

• Key terms: [User provides specific provisions, deal terms, special conditions, non-standard requirements]

• Contract management preference: [Yes/No – User indicates if ongoing contract management is needed]

• Additional context: [User provides any specific business constraints, assumptions, or exceptional circumstances]

* Analysis Framework

Analyze the contracting needs across these seven key dimensions:

Structure & Framework: Contract type, document organization, overall approach, and format requirements

Business Terms & Conditions: Core commercial terms, pricing, delivery, performance metrics, and business arrangements

Regulatory Compliance: Industry-specific regulations, jurisdictional requirements, mandatory provisions, and disclosure obligations

Risk Allocation: Liability limitations, indemnification, warranties, representations, and risk management provisions

Performance Management: Deliverables, milestones, acceptance criteria, quality standards, and performance metrics

Enforcement Mechanisms: Termination rights, remedies for breach, dispute resolution, and governance structures

Administrative Elements: Notices, assignment, amendment procedures, entire agreement, and procedural provisions

* Output Format

Deliver a structured contract package with the following components:

Contract Draft: Complete a customized legal agreement with all necessary provisions

Executive Summary: Overview of key contract terms, business arrangements, and critical provisions

Risk Analysis: Assessment of key legal and business risks addressed in the agreement

Alternative Options: Potential alternative provisions with associated risk-benefit trade-offs

Negotiation Strategy: Recommended approach to negotiation, fallback positions, and compromise strategies

Approval Guidance: Suggested internal review and approval process based on risk profile

Implementation Roadmap: Guidance on contract execution, obligation management, and performance monitoring

* Guidelines for Analysis

• Tailor your contract generation to the specific industry, transaction type, and jurisdictional requirements.

• Balance legal protection with business objectives and relationship considerations.

• Consider both immediate transaction needs and implications for the long-term relationship.

• Structure provisions with an appropriate level of detail based on transaction complexity and risk profile

• Include both standard protective provisions and transaction-specific customizations.

• Consider the practicality of enforcement and administration in real-world scenarios.

• Incorporate industry standards and best practices relevant to the user’s sector.

Sample Report

* AI BIZ GURU – CONTRACT GENERATION REPORT

PREPARED FOR: CloudSystems Technologies, Inc.
DATE: April 11, 2025
REPORT TYPE: Enterprise SaaS Agreement Generation

EXECUTIVE SUMMARY

CloudSystems Technologies requires a comprehensive enterprise SaaS agreement for its new cloud-based data analytics platform, which is being deployed to Fortune 500 clients with significant data processing requirements. Our contract generation analysis has produced a customized agreement that balances strong revenue protection with appropriate risk mitigation while addressing the complex regulatory landscape for data analytics services.

The contract framework incorporates specialized provisions for financial services clients (initial target market), robust data protection mechanisms aligned with current privacy regulations across multiple jurisdictions, and a tiered service level structure with specific performance metrics tailored to enterprise analytics workloads.

Key Contract Objectives Addressed:

• Established a 3-year initial term with automatic 1-year renewals to maximize customer retention

• Implemented a usage-based pricing model with committed minimums to protect baseline revenue

• Created comprehensive data protection provisions that address GDPR, CCPA, CPRA, and sectoral regulations

• Developed balanced limitation of liability with higher caps for data breach scenarios

• Structured tiered SLAs with financially meaningful but proportionate remedies

• Incorporated AI-specific terms addressing algorithm transparency and data usage rights

• Designed a progressive dispute resolution process to minimize litigation risk

CONTRACT STRUCTURE & FRAMEWORK

Contract Type: Enterprise Software-as-a-Service (SaaS) Agreement
Jurisdiction: New York law with international data processing considerations
Initial Term: 36 months with automatic 12-month renewals
Structure: Master agreement with service-specific attachments

Key Structural Elements:

• Master terms addressing relationship governance and general legal provisions

• Service Description attachment detailing technical specifications and functional capabilities

• Service Level Agreement with tiered performance metrics and specific remedies

• Data Processing Addendum covering privacy compliance across multiple jurisdictions

• Security Requirements Exhibit detailing security standards and controls

• Professional Services Statement of Work template for implementation services

• Order Form template for subscription enrollment and commercial terms

Strategic Considerations:

• Modular structure allows for flexibility as service offerings evolve

• Security and data processing terms segregated to streamline regulatory updates

• SLA structured as separate exhibit to facilitate performance requirement adjustments

• Governance provisions centralized to maintain consistent relationship management

BUSINESS TERMS & CONDITIONS

Pricing Model: Tiered subscription with usage-based components
Minimum Commitment: Annual minimum usage commitment with quarterly true-up
Payment Terms: Net 30 days with 1.5% late payment fee
Renewal Process: Automatic renewal with 90-day opt-out notification

Key Commercial Provisions:

• Annual subscription fees with quarterly invoicing

• Tiered pricing based on data volume with volume discounts

• Usage monitoring and reporting mechanisms

• Price increase limitations (maximum 5% annual increase)

• Professional services rates for implementation and customization

• Clearly defined acceptance testing procedures for deliverables

• Customer success program with dedicated account management

• Quarterly business reviews for enterprise accounts

Strategic Considerations:

• Pricing structure designed to grow revenue as customer usage increases

• Automatic renewal with advanced notice requirements to improve retention

• Implementation services structured to ensure successful platform adoption

• Tiered volume discounts to incentivize expanded usage

• Price increase caps to provide customer predictability while maintaining flexibility

REGULATORY COMPLIANCE INTEGRATION

Primary Regulatory Frameworks: GDPR, CCPA/CPRA, NY DFS, GLBA, HIPAA
Data Localization Requirements: EU, Canada, Australia
Industry Standards: ISO 27001, SOC 2, NIST Cybersecurity Framework

Key Compliance Provisions:

• Comprehensive Data Processing Addendum with controller-processor terms

• Data subject rights fulfillment processes and timelines

• Cross-border data transfer mechanisms (SCCs, BCRs)

• Data localization options for restricted jurisdictions

• Breach notification procedures with jurisdiction-specific timelines

• Regulatory audit support and cooperation obligations

• AI governance and algorithm transparency provisions

• Industry-specific compliance representations for regulated sectors

Strategic Considerations:

• Modular compliance framework to address multiple regulatory regimes

• Flexible data residency options for jurisdictions with localization requirements

• Streamlined data subject request handling procedures

• Compliance verification through audit rights and certification maintenance

• Specialized provisions for financial services and healthcare data

RISK ALLOCATION MECHANISMS

Warranty Scope: Limited to service performance and compliance representations
Limitation of Liability: Tiered caps based on risk category
Indemnification: Mutual with specified covered claims
Insurance Requirements: Comprehensive coverage with minimum limits

Key Risk Mitigation Provisions:

• Service warranty limited to material conformance with documentation

• Tiered liability caps:

• General claims: 12 months of fees

• Data security claims: 24 months of fees

• IP infringement: Uncapped

• Mutual indemnification for specified third-party claims

• Excluded damages carve-outs for confidentiality and data security claims

• Comprehensive insurance requirements with additional insured status

• Force majeure with specific exclusions for security and data protection

• Specialized AI risk allocation provisions addressing algorithm performance

• Risk-based security requirements tied to data sensitivity

Strategic Considerations:

• Balanced approach to liability with higher protection for sensitive areas

• Indemnification scope aligned with insurability of underlying risks

• Warranty language focused on verifiable performance standards

• Risk allocation proportionate to potential exposure categories

• Progressive security requirements based on data classification

PERFORMANCE OBLIGATIONS & METRICS

Service Availability Target: 99.95% (Tier 1), 99.9% (Tier 2), 99.5% (Tier 3)
Performance Measurement: Monthly calculation with exclusions for scheduled maintenance
Response Time Metrics: Sub-second query response for standard analytics functions
Remedies: Service credits with the right to terminate for persistent failures

Key Performance Provisions:

• Three-tiered SLA structure based on customer subscription level

• Clearly defined maintenance windows and notification requirements

• Specific performance metrics for:

• System availability

• Transaction response time

• API performance

• Data processing throughput

• Report generation time

• Service credit structure with progressive remedies

• Critical incident response time commitments

• Expanded SLA remedies for persistent or severe failures

• Root cause analysis requirements for significant outages

Strategic Considerations:

• Tiered SLA structure to align with subscription pricing levels

• Realistic performance metrics based on technical capabilities

• Meaningful but proportionate remedies for service failures

• Clear exclusions for factors outside vendor control

• Escalating remedies for repeated performance issues

ENFORCEMENT & DISPUTE RESOLUTION

Termination Rights: For cause, for convenience with notice, and for persistent SLA failures
Dispute Resolution: Escalation protocol, mediation, and binding arbitration
Governing Law: New York, with specific data processing exceptions
Venue: AAA arbitration in New York County

Key Enforcement Provisions:

• Detailed termination rights with specific cure periods

• Progressive governance model for dispute resolution:

• Executive escalation process

• Mandatory mediation before arbitration

• Binding arbitration for unresolved disputes

• Special provisions for injunctive relief for IP and confidentiality

• Survival provisions for post-termination obligations

• Detailed transition assistance requirements upon termination

• Continued access to data during disputes

• Specific performance remedies for certain obligations

Strategic Considerations:

• Multi-stage dispute resolution to minimize costly litigation

• Balanced termination rights protecting both parties

• Clear transition assistance to facilitate vendor changes

• Special carve-outs for critical provisions requiring immediate relief

• Executive escalation to preserve business relationships

ADMINISTRATIVE PROVISIONS

Assignment: Limited, with exceptions for corporate transactions
Amendments: Written and signed by authorized representatives
Notices: Formal notices via certified mail/email with copy to legal
Counterparts: Electronic signatures acceptable via DocuSign

Key Administrative Provisions:

• Detailed notice procedure with designated recipients

• Clear amendment process requiring mutual written agreement

• Electronic signature compliance with ESIGN and UETA

• Designated relationship managers and escalation contacts

• Severability with reformation provisions

• Integration and entire agreement provisions

• No third-party beneficiary limitations

• Force majeure with specific exclusions for critical services

Strategic Considerations:

• Streamlined administrative procedures for operational efficiency

• Clear governance structure for relationship management

• Flexible amendment process for service-specific updates

• Electronic execution to expedite contract finalization

• Practical notice provisions aligned with business operations

ALTERNATIVE CLAUSE OPTIONS

Pricing Model Alternatives

Option 1: Pure Subscription Model (Lower Risk, Lower Revenue Potential)

• Fixed annual subscription fee based on user tiers

• Unlimited usage within defined parameters

• Annual commitment with upfront payment

• Risk/Benefit: Provides predictable revenue but limits upside from heavy users

Option 2: Consumption-Based Model (Higher Risk, Higher Revenue Potential)

• Pay-per-use model based on actual consumption

• No minimum commitment requirements

• Monthly billing based on actual usage

• Risk/Benefit: Maximizes revenue from heavy users but creates revenue uncertainty

Option 3: Hybrid Model with Lower Minimums (Moderate Risk, Moderate Revenue Potential)

• Lower base subscription with higher usage charges

• Smaller minimum commitment with steeper overage fees

• Quarterly true-up with carry-forward credits

• Risk/Benefit: Balances predictability with upside potential but may decrease initial revenue.

Liability Limitation Alternatives

Option 1: Fixed Cap Approach (Lower Protection, Easier Negotiation)

• Single liability cap for all claims (12 months of fees)

• Standard exclusions for willful misconduct

• Simpler structure with no tiering

• Risk/Benefit: Simplifies negotiation but provides less protection for serious breaches.

Option 2: Higher Caps with Insurance Alignment (Higher Protection, More Complexity)

• Liability caps aligned with insurance coverage limits

• Specified insurance requirements with additional insured status

• Caps increase with enterprise-level agreements

• Risk/Benefit: Stronger protection but more complex to administer and negotiate

Option 3: Uncapped Data Security Liability (Highest Protection, Difficult Negotiation)

• Removes caps for data security and privacy violations

• Strengthens compliance representations and warranties

• May require additional insurance coverage

• Risk/Benefit: Maximum protection but likely to face strong customer pushback

Term and Renewal Alternatives

Option 1: Shorter Initial Term (Lower Commitment, Higher Flexibility)

• 12-month initial term with automatic renewal

• Lower minimum commitments

• More frequent renewal opportunities

• Risk/Benefit: Lower initial barrier but increases churn risk

Option 2: Longer Term with Graduated Commitment (Higher Security, Better Value)

• 5-year term with increasing minimum commitments

• Volume discounts that increase over term

• Mid-term technology refresh provisions

• Risk/Benefit: Secures longer customer relationship but requires stronger price incentives

Option 3: Evergreen Model (Highest Continuity, Special Termination Rights)

• Indefinite term with quarterly minimum commitments

• Termination for convenience with 90-day notice

• Price protection for a minimum 24-month period

• Risk/Benefit: Creates ongoing relationship but requires more flexible termination rights

NEGOTIATION GUIDANCE

High Priority Terms (Essential to Maintain)

• Data usage rights for algorithm improvement and aggregated analytics

• Liability caps for general commercial claims

• Renewal structure with automatic renewal mechanism

• IP ownership of platform and derivatives

• Minimum commitment structure for revenue protection

Medium Priority Terms (Flexibility Permitted)

• SLA remedies can be moderately increased for enterprise clients

• Payment terms can extend to 45 days for larger customers

• Professional services rates can be discounted for large implementations

• The termination notice period can be extended to 120 days

• Governance structure can be enhanced for strategic accounts

Lower Priority Terms (Negotiable)

• Reporting frequency can be increased for key accounts

• The review process can be customized for specific industries

• Training allocation can be expanded for complex implementations

• Renewal price increase caps can be adjusted downward

• The arbitration venue can be modified for international customers

Approval Requirements

• Legal approval is required for:

   

• Any changes to the limitation of liability structure

• Modifications to indemnification scope

• Changes to governing law or dispute resolution

• Data processing term modifications

• Custom security requirements

• Finance approval is required for:

   

• Non-standard pricing models

• Extended payment terms

• Custom SLA remedies with financial impact

• Modified minimum commitments

• Non-standard termination rights

• Executive approval is required for:

   

• Total contract value exceeding $1M

• Strategic account customizations

• Precedent-setting term modifications

• Uncapped liability scenarios

• Multi-year price guarantees

APPROVAL WORKFLOW

Stage 1: Initial Contract Request

• Sales: Submit contract request with client details and special requirements

• Legal Ops: Review request completeness and route to appropriate template

• AI System: Generate initial contract draft with flagged customizations

• Deal Desk: Review commercial terms alignment with price book and policies

Stage 2: Departmental Review

• Product Team: Review service descriptions and technical specifications

• Security Team: Review security requirements and controls

• Privacy Office: Review data processing terms and regulatory compliance

• Finance: Review pricing, payment terms, and revenue recognition

• Legal: Review non-standard terms and risk allocation provisions

Stage 3: Approval Routing

• Tier 1 ($0-$250K TCV): Sales Director and Legal Manager approval

• Tier 2 ($250K-$1M TCV): VP Sales and Associate General Counsel approval

• Tier 3 ($1M+ TCV): SVP and General Counsel approval

• Special Case: C-Suite approval for strategic accounts or non-standard risk terms

Stage 4: Negotiation Support

• Legal Ops: Track changes and negotiation history

• AI System: Analyze proposed changes against risk parameters

• Deal Desk: Evaluate the financial impact of term modifications

• Legal: Guide acceptable modifications

Stage 5: Execution Process

• Legal Ops: Prepare final agreement for signature

• E-Signature: Route to appropriate signatories

• Contract Repository: Store executed agreement with metadata

• Systems Integration: Transmit key terms to CRM, billing, and service systems

POST-EXECUTION MANAGEMENT

Obligation Tracking

• Automated tracking of key dates and deadlines

• Calendar integration for renewal notifications

• Assignment of responsibility for deliverables

• Computerized alerts for upcoming compliance requirements

Performance Monitoring

• SLA performance dashboard with historical trending

• Automated service credit calculation

• Integration with monitoring systems for real-time data

• Quarterly compliance review process

Contract Change Management

• Amendment template with version control

• Approval workflow for modifications

• Change impact analysis on revenue and risk

• Historical change log with rationale documentation

Relationship Management

• Scheduled business reviews with a defined agenda

• Escalation path for emerging issues

• Customer success touchpoints and health scoring

• Executive sponsorship program for strategic accounts

End-of-Term Management

• 180-day renewal planning notification

• Usage analysis and upsell opportunities

• Competitive positioning assessment

• Renewal negotiation strategy development

CONCLUSION

The generated Enterprise SaaS Agreement for CloudSystems Technologies has been customized to balance strong revenue protection mechanisms with appropriate risk mitigation provisions while addressing the complex regulatory landscape for data analytics services. The modular structure provides flexibility for evolving service offerings while maintaining consistent legal protection.

The agreement incorporates industry best practices for enterprise SaaS contracts, with specialized provisions for financial services clients and robust data protection mechanisms aligned with current privacy regulations across multiple jurisdictions. The tiered service level structure with specific performance metrics is tailored to enterprise analytics workloads and provides meaningful but proportionate remedies.

By implementing this contract framework, CloudSystems Technologies will establish transparent relationship governance, protect its intellectual property, appropriately limit liability exposure, and create a foundation for successful long-term customer relationships. The alternative clause options provide negotiation flexibility while the approval workflow ensures appropriate risk management throughout the contracting process.

This contract generation report was developed by the AI BIZ GURU Contracts Generation Agent based on the requirements provided by CloudSystems Technologies as of April 11, 2025.

NEXT STEPS

Review the generated contract draft and provide feedback on any adjustments needed.

Finalize the approval workflow participants for implementation

Schedule a review session with key stakeholders for alignment

Develop training materials for sales and legal teams on the new contract framework

Configure contract management system for the new template and workflow

ATTACHMENTS:

Complete Enterprise SaaS Agreement Draft (Word format)

Term Sheet Summary for Customer Negotiations

Redline Comparison to Previous Contract Template

Risk Assessment Matrix for Key Provisions

Quick Reference Guide for Sales Team

AI BIZ GURU ENTERPRISE LICENSE AGREEMENT

EFFECTIVE DATE: April 15, 2025

BETWEEN:

ETC-AI, Inc., a Wyoming corporation with its principal place of business at 1000 Brickell Av., Miami, FL 33131 (“ETC-AI“)

AND:

Global Ventures Corp., a Nevada corporation with its principal place of business at 800 Corporate Plaza, Suite 1200, Las Vegas, NV 89109 (“Customer“)

ETC-AI and Customer may be referred to individually as ” Parties” and collectively as “Parties.”

1. DEFINITIONS

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means the ownership of more than 50% of such entity’s voting securities or equity interests.

1.2 “Agreement” means this AI BIZ GURU Enterprise License Agreement with all Order Forms, exhibits, and attachments.

1.3 “AI BIZ GURU” means ETC-AI’s proprietary artificial intelligence business optimization platform and its component agents, including any updates, upgrades, modifications, and enhancements provided by ETC-AI during the Term.

1.4 “Authorized User” means Customer’s and its Affiliates’ employees, contractors, and consultants authorized by Customer to access and use AI BIZ GURU.

1.5 “Business Data” means all data, content, and information (including business metrics, operational data, and related information) owned, held, used, or created by or on behalf of the Customer or any Authorized User processed using AI BIZ GURU.

1.6 “Confidential Information” means all non-public information disclosed by either Party to the other Party, whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, technology, technical information, product designs, and business processes. AI BIZ GURU, Documentation, and ETC-AI Technology are the Confidential Information of ETC-AI. Business Data is the Confidential Information of customers.

1.7 “Documentation” means ETC-AI’s user manuals, handbooks, and guides relating to AI BIZ GURU, which ETC-AI provides to the Customer either electronically or in hard copy form.

1.8 “ETC-AI Technology” means AI BIZ GURU, the Documentation, and all intellectual property provided to the Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, ETC-AI Technology includes any software, algorithms, methodologies, frameworks, tools, databases, analytics engines, agents, interfaces, reports, and features provided by or on behalf of ETC-AI as part of AI BIZ GURU, as well as any documentation, updates, upgrades, modifications, enhancements, and derivative works thereof.

1.9 “Feedback” means any ideas, suggestions, or feedback provided by the Customer regarding AI BIZ GURU.

1.10 “Order Form” means the document(s) executed by the Parties that specifies the AI BIZ GURU agents to be licensed, applicable fees, user limits, and other terms specific to Customer’s license.

1.11 “Professional Services” means implementation, integration, training, consulting, or other professional services provided by ETC-AI to Customer in connection with AI BIZ GURU.

1.12 “Service Level Agreement” or “SLA” means ETC-AI’s commitments related to uptime, availability, and performance as Exhibit B outlines.

1.13 “Subscription Fee” means the fees payable by Customer to ETC-AI for the license to AI BIZ GURU, as specified in an Order Form.

1.14 “Term” means the Initial Term plus any Renewal Terms, as defined in Section 11.1.

2. LICENSE GRANT AND RESTRICTIONS

2.1 License Grant. Subject to Customer’s compliance with the terms and conditions of this Agreement, including payment of all applicable fees, ETC-AI hereby grants to Customer, during the Term, a non-exclusive, non-transferable, non-sublicensable license to: (a) access and use AI BIZ GURU solely for Customer’s internal business purposes; (b) permit Authorized Users to access and use AI BIZ GURU by the terms of this Agreement; and (c) use the Documentation in connection with Customer’s permitted use of AI BIZ GURU.

2.2 License Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make AI BIZ GURU available to any third party, other than Authorized Users; (b) modify, adapt, alter, translate, or create derivative works of AI BIZ GURU or the Documentation; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of AI BIZ GURU; (d) remove, alter, or obscure any proprietary notices on AI BIZ GURU or the Documentation; (e) use AI BIZ GURU to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights; (f) use AI BIZ GURU to store or transmit malicious code or viruses; (g) interfere with or disrupt the integrity or performance of AI BIZ GURU or third-party data contained therein; (h) attempt to gain unauthorized access to AI BIZ GURU or its related systems or networks; (i) exceed the usage limits specified in the applicable Order Form; or (j) use AI BIZ GURU in a manner other than as expressly permitted in this Agreement.

2.3 Authorized Users. The Customer shall ensure that each Authorized User complies with the terms and conditions of this Agreement. The Customer shall be responsible for any breach of this Agreement by an Authorized User. Customer shall: (a) maintain the confidentiality of all access credentials for AI BIZ GURU; (b) immediately notify ETC-AI of any unauthorized use of such access credentials or any other breach of security; and (c) ensure that all Authorized Users exit or log off from AI BIZ GURU at the end of each session. The customer shall be liable for all activities conducted through the account, whether or not authorized.

2.4 Reservation of Rights. Except for the limited license rights expressly granted in this Agreement, ETC-AI and its licensors reserve all rights to title and interest in and to AI BIZ GURU, the Documentation, and the ETC-AI Technology, including all related intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.

3. PROFESSIONAL SERVICES

3.1 Professional Services. ETC-AI shall provide the Professional Services specified in the applicable Order Form or Statement of Work (each, an “SOW”). Each SOW shall include, at a minimum, a description of the Professional Services to be performed, any deliverables to be provided, the schedule for performance, and the applicable fees and payment terms.

3.2 Performance of Professional Services. ETC-AI shall perform the Professional Services in a professional and workmanlike manner, according to industry standards and the terms of the applicable SOW. The customer shall provide ETC-AI with reasonable and timely cooperation, assistance, information, and materials that ETC-AI may reasonably require to perform the Professional Services.

3.3 Professional Services Warranty. ETC-AI warrants that the Professional Services will be performed in a professional and workmanlike manner by industry standards. As Customer’s sole and exclusive remedy for ETC-AI’s breach of this warranty, ETC-AI shall, at its option, either re-perform the non-conforming Professional Services at no additional charge or refund the fees paid for the non-conforming Professional Services, provided that Customer notifies ETC-AI in writing of the breach within thirty (30) days after the Professional Services are performed.

4. CUSTOMER RESPONSIBILITIES

4.1 Customer Obligations. Customer shall: (a) be responsible for Authorized Users’ compliance with this Agreement; (b) be responsible for the accuracy, quality, and legality of Business Data and how it was acquired; (c) use commercially reasonable efforts to prevent unauthorized access to or use of AI BIZ GURU, and notify ETC-AI promptly of any such unauthorized access or use; (d) use AI BIZ GURU only by applicable laws and regulations; and (e) comply with all terms and conditions of this Agreement, including the terms of any Order Forms.

4.2 Customer Systems. The customer shall be solely responsible for obtaining and maintaining all computer hardware, software, communications equipment, and network connections necessary to access and use AI BIZ GURU and for ensuring that its systems meet the minimum requirements specified by ETC-AI. The customer acknowledges that the quality of the service, response time, and access to AI BIZ GURU may be affected by the Customer’s hardware, software, and network connectivity.

4.3 Business Data. Customer represents and warrants that: (a) it has all rights, permissions, and consents necessary to allow ETC-AI to process Business Data as contemplated by this Agreement; (b) Customer’s provision of Business Data to ETC-AI and ETC-AI’s processing of Business Data by this Agreement will not violate any law, regulation, or third-party rights; and (c) ETC-AI’s use of Business Data by this Agreement will not subject ETC-AI to any liability.

5. SUPPORT AND SERVICE LEVELS

5.1 Support Services. During the Term, ETC-AI shall provide the support services described in the Support Services Schedule attached as Exhibit C (“Support Services”) to the Customer by the support level specified in the applicable Order Form.

5.2 Service Levels. ETC-AI shall provide the service levels specified in the attached Service Level Agreement (SLA), which is attached as Exhibit B. In the event ETC-AI fails to achieve the service levels, the Customer shall be entitled to the remedies specified in the SLA, which shall be the Customer’s sole and exclusive remedy for such failure.

5.3 Updates and Upgrades. During the Term, ETC-AI shall make available to Customer, at no additional charge, all updates and upgrades to AI BIZ GURU that ETC-AI generally makes available to its other customers at no additional charge. “Updates” mean bug fixes, patches, and minor improvements to AI BIZ GURU that do not include new functionality. “Upgrades” mean new versions of AI BIZ GURU that include new functionality.

6. DATA SECURITY AND PRIVACY

6.1 Data Security. ETC-AI shall implement and maintain appropriate technical, organizational, and physical safeguards to protect the security, confidentiality, and integrity of Business Data, as described in the Security Requirements Exhibit attached hereto as Exhibit D. ETC-AI shall not materially decrease the overall security of AI BIZ GURU during the Term.

6.2 Security Incident Response. In the event of a confirmed Security Incident affecting Business Data, ETC-AI shall: (a) notify Customer without undue delay after becoming aware of the Security Incident; (b) take reasonable steps to mitigate the effects and minimize the damage of any Security Incident; and (c) take reasonable steps to investigate and remediate the cause of such Security Incident. “Security Incident” means unauthorized access to or acquisition of Business Data.

6.3 Data Privacy. To the extent that Business Data includes personal data (as defined in applicable data protection laws), the terms of the Data Processing Addendum (“DPA”) attached hereto as Exhibit A shall apply, and the Parties agree to comply with such terms.

6.4 Customer’s Security Responsibilities. Customer agrees that, without limiting ETC-AI’s obligations under this Agreement, Customer is solely responsible for: (a) its use of AI BIZ GURU, including making appropriate use of the platform to maintain a level of security appropriate to the risk in respect of Business Data; (b) securing the account authentication credentials, systems, and devices that Customer uses to access AI BIZ GURU; and (c) backing up Business Data.

7. PROPRIETARY RIGHTS

7.1 Business Data. As between Customer and ETC-AI, Customer owns all rights, title, and interest in and to Business Data. The Customer hereby grants to ETC-AI a non-exclusive, worldwide, royalty-free license to process, reproduce, display, and otherwise use the Business Data solely to the extent necessary to provide AI BIZ GURU, Support Services, and Professional Services tothe  Customer and as otherwise expressly permitted in this Agreement.

7.2 ETC-AI Technology. As between Customer and ETC-AI, ETC-AI owns all rights, titles, and interest in and to the ETC-AI Technology, including all intellectual property rights. ETC-AI hereby grants Customer a limited, non-exclusive, non-transferable license during the Term to use the ETC-AI Technology solely for Customer’s internal business purposes in connection with Customer’s use of AI BIZ GURU by this Agreement.

7.3 Usage Data. Notwithstanding anything to the contrary herein, ETC-AI may collect, use, and disclose data regarding the Customer’s use of AI BIZ GURU, including usage statistics, patterns, and performance data (“Usage Data”), provided that such Usage Data does not include any Business Data or Confidential Information of the Customer. ETC-AI may use Usage Data to operate, improve, and support AI BIZ GURU and for other business purposes, including developing new products and services.

7.4 Aggregated Data. ETC-AI may collect, use, and disclose aggregated and anonymized data derived from Business Data for improving its products and services, developing new products and services, and other business purposes, provided that such data does not identify the Customer or include the Customer’s Confidential Information.

7.5 Feedback. If Customer provides ETC-AI with any Feedback, Customer hereby grants ETC-AI a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use the Feedback for any purpose without restriction or obligation to Customer. ETC-AI shall own all enhancements and modifications to AI BIZ GURU, regardless of whether such enhancements or modifications incorporate Customer’s Feedback.

8. FEES AND PAYMENT

8.1 Fees. The customer shall pay all fees specified in the Order Form(s) (“Fees”). Except as otherwise specified in this Agreement or an Order Form, (a) Fees are based on AI BIZ GURU agents licensed and not actual usage; (b) payment obligations are non-cancelable and Fees paid are non-refundable; and (c) quantities licensed cannot be decreased during the relevant Term.

8.2 Invoicing and Payment. ETC-AI shall invoice Customer in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced amounts are due within thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to ETC-AI and notifying ETC-AI of any changes to such information.

8.3 Overdue Charges. If any invoiced amount is not received by ETC-AI by the due date, then without limiting ETC-AI’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

8.4 Suspension of Services. If any amount owing by Customer under this Agreement is thirty (30) or more days overdue, ETC-AI may, without limiting its other rights and remedies, suspend Customer’s and its Authorized Users’ access to AI BIZ GURU until such amounts are paid in full, provided ETC-AI has given Customer at least ten (10) days’ prior notice that its account is overdue.

8.5 Taxes. The Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on ETC-AI’s net income, property, or employees. Suppose ETC-AI has the legal obligation to pay or collect Taxes for which Customer is responsible under this section. In that case, ETC-AI will invoice Customer, and Customer will pay that amount unless Customer provides ETC-AI with a valid tax exemption certificate authorized by the appropriate taxing authority.

8.6 Future Functionality. The customer agrees that its purchases are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by ETC-AI regarding future functionality or features.

9. CONFIDENTIALITY

9.1 Confidentiality Obligations. Each Party agrees to protect the Confidential Information of the other Party using the same degree of care that it uses to safeguard the confidentiality of its own confidential information of like kind (but not less than reasonable care). Each Party agrees not to use any Confidential Information of the other Party for any purpose outside the scope of this Agreement, and except as otherwise authorized by the disclosing Party in writing, to limit access to Confidential Information of the other Party to those of its and its Affiliates’ employees, contractors, and agents who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving Party containing protections not materially less protective than those herein.

9.2 Exclusions. Confidential Information excludes information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party; (c) is received from a third party without breach of any obligation owed to the disclosing Party; or (d) was independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

9.3 Compelled Disclosure. The receiving Party may disclose Confidential Information of the disclosing Party to the extent required by law or legal process, provided that the receiving Party: (a) gives the disclosing Party prior notice of such compelled disclosure (to the extent legally permitted); (b) reasonable assistance, at the disclosing Party’s cost, if the disclosing Party wishes to contest the disclosure; and (c) discloses only the minimum amount of Confidential Information required to be disclosed.

9.4 Remedies. Each Party acknowledges that any breach of this Section 9 may cause the disclosing Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that the disclosing Party shall be entitled to seek equitable relief, including injunctive relief, for any breach or threatened breach of this Section 9, in addition to all other remedies available at law or in equity.

9.5 Duration. The obligations in this Section 9 will survive for a period of five (5) years after the termination or expiration of this Agreement, except with respect to Confidential Information that constitutes a trade secret, in which case the obligations of confidentiality shall continue for as long as such information remains a trade secret under applicable law.

10. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

10.1 Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it by its terms; and (c) it shall comply with all applicable laws and regulations in performing its obligations and exercising its rights under this Agreement.

10.2 ETC-AI Warranties. ETC-AI represents and warrants that: (a) AI BIZ GURU will perform materially by the Documentation; (b) ETC-AI will not materially decrease the functionality of AI BIZ GURU during the Term; (c) ETC-AI owns or otherwise has sufficient rights to the ETC-AI Technology to grant the rights and licenses described in this Agreement; (d) to ETC-AI’s knowledge, AI BIZ GURU does not infringe or misappropriate any intellectual property rights of any third party; and (e) ETC-AI will use industry standard measures to prevent the introduction of any virus, worm, Trojan horse, or similar harmful code into AI BIZ GURU.

10.3 Customer Warranties. Customer represents and warrants that: (a) it owns or otherwise has sufficient rights to the Business Data to grant the rights and licenses described in this Agreement; (b) Business Data does not infringe or misappropriate any intellectual property rights of any third party; and (c) Customer has obtained all necessary consents, approvals, and authorizations to provide Business Data to ETC-AI.

10.4 Disclaimer. EXCEPT AS EXPRESSLY OUTLINED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ETC-AI DOES NOT WARRANT THAT AI BIZ GURU WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT AI BIZ GURU WILL MEET THE CUSTOMER’S SPECIFIC REQUIREMENTS. CUSTOMER ACKNOWLEDGES THAT ETC-AI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT AI BIZ GURU MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ETC-AI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

11. TERM AND TERMINATION

11.1 Term. This Agreement commences on the Effective Date and continues for thirty-six (36) months (“Initial Term”), unless earlier terminated by this Section 11. After the Initial Term, this Agreement will automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) unless either Party gives the other Party written notice of non-renewal at least ninety (90) days before the end of the then-current term.

11.2 Termination for Cause. Either Party may terminate this Agreement or any Order Form for cause: (a) upon thirty (30) days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (b) immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. In addition, ETC-AI may terminate this Agreement immediately upon written notice if Customer violates the terms of Section 2.2 or Section 7.

11.3 Termination for Convenience. The customer may terminate this Agreement for convenience by providing ETC-AI with ninety (90) days’ prior written notice, provided, however, that the Customer shall remain obligated to pay any fees for the remainder of the then-current term and shall not be entitled to any refund of fees paid.

11.4 Effect of Termination. Upon termination or expiration of this Agreement: (a) all rights and licenses granted to Customer under this Agreement will immediately terminate; (b) Customer will immediately cease all use of AI BIZ GURU; (c) each Party shall return or destroy all Confidential Information of the other Party in its possession; (d) ETC-AI shall, within thirty (30) days of Customer’s request, make available to Customer a file of Business Data in a format to be mutually agreed upon; and (e) any amounts owed to ETC-AI under this Agreement shall become immediately due and payable.

11.5 Survival. The following Sections shall survive any termination or expiration of this Agreement: 1 (Definitions), 2.4 (Reservation of Rights), 7 (Proprietary Rights), 8 (Fees and Payment) (but only concerning payment obligations accrued prior to termination), 9 (Confidentiality), 10.4 (Disclaimer), 11.4 (Effect of Termination), 11.5 (Survival), 12 (Limitation of Liability), 13 (Indemnification), and 14 (General Provisions).

12. LIMITATION OF LIABILITY

12.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

12.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions. The limitations and exclusions in Sections 12.1 and 12.2 shall not apply to: (a) a Party’s indemnification obligations under Section 13; (b) a Party’s breach of its confidentiality obligations under Section 9; (c) a breach of ETC-AI’s obligations under Section 6.1 relating to a Security Incident resulting from ETC-AI’s failure to implement and maintain the security measures as required in this Agreement; or (d) either Party’s liability for gross negligence, willful misconduct, or fraud.

13. INDEMNIFICATION

13.1 ETC-AI Indemnification. ETC-AI shall defend, indemnify, and hold harmless Customer, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, demands, actions, proceedings, and suits, and all related liabilities, damages, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) to the extent arising out of or relating to: (a) ETC-AI’s alleged infringement or misappropriation of a third party’s intellectual property rights resulting from Customer’s use of AI BIZ GURU in accordance with this Agreement; or (b) ETC-AI’s material breach of this Agreement, including but not limited to its data security and privacy obligations.

13.2 Customer Indemnification. Customer shall defend, indemnify, and hold harmless ETC-AI, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all Claims to the extent arising out of or relating to: (a) Customer’s use of AI BIZ GURU in violation of this Agreement or applicable law; (b) Business Data, including any claim that Business Data infringes or misappropriates a third party’s intellectual property rights or violates applicable law; or (c) Customer’s material breach of this Agreement.

13.3 Indemnification Procedures. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any Claim; (b) give the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle any Claim unless the settlement unconditionally releases the indemnified party of all liability and does not adversely affect the indemnified party’s business or service); and (c) provide to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance in connection with the defense and settlement of the Claim. The indemnified party reserves the right to retain counsel, at its own expense, to participate in the defense of any such Claim.

13.4 Mitigation for Infringement. If AI BIZ GURU becomes, or in ETC-AI’s opinion is likely to become, the subject of a Claim, ETC-AI may, at its option and expense: (a) procure for Customer the right to continue using AI BIZ GURU; (b) modify AI BIZ GURU to make it non-infringing while preserving substantially equivalent functionality; or (c) terminate the affected portions of AI BIZ GURU and refund any prepaid, unused fees for the terminated portions. This Section 13.4 sets forth the Customer’s sole and exclusive remedy, and ETC-AI’s entire liability, for any Claim under Section 13.1(a).

14. GENERAL PROVISIONS

14.1 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has the authority to bind the other Party or to incur any obligation on behalf of the other Party.

14.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) the second business day after sending by email. Notices to ETC-AI shall be addressed to the attention of its Chief Legal Officer at 1000 Brickell Ave. 715, Ste 1066, Miami, FL, 33131, with a copy to legal@etc-ai.com. Notices to Customer shall be addressed to the attention of Chief Technology Officer at 800 Corporate Plaza, Suite 1200, Las Vegas, NV 89109 with a copy to legal@globalventures.com.

14.3 Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

14.4 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof, shall be resolved as follows:

(a) Executive Escalation. The Parties shall first attempt in good faith to resolve any dispute by escalating it to senior executives of each Party. Either Party may initiate this process by providing written notice to the other Party, and within five (5) business days of receipt of such notice, the receiving Party shall provide the name and contact information for the designated senior executive. The designated senior executives shall then meet (in person or via teleconference) within ten (10) business days of the second Party’s designation to attempt to resolve the dispute.

(b) Mediation. If the dispute is not resolved through executive escalation within thirty (30) days of the initial notice, either Party may initiate mediation by providing written notice to the other Party. The mediation shall be conducted in San Francisco, California, in accordance with the Commercial Mediation Procedures of the American Arbitration Association AAA by a mediator mutually agreed upon by the Parties or appointed by AAA.

(c) Arbitration. If the dispute is not resolved through mediation within sixty (60) days of the initial mediation notice, either Party may initiate binding arbitration by providing written notice to the other Party. The arbitration shall be conducted in San Francisco, California, by the Commercial Arbitration Rules of the AAA by one arbitrator mutually agreed upon by the Parties or appointed by AAA. The arbitrator shall issue a reasoned award. Judgment on the award may be entered in any court having jurisdiction. The arbitrator shall not have the authority to award punitive or any other damages excluded by this Agreement.

(d) Equitable Relief. Notwithstanding the foregoing, either Party may seek equitable relief, including but not limited to injunctive relief, in any court of competent jurisdiction to enforce its intellectual property rights, confidentiality rights, or data security rights without first engaging in the executive escalation, mediation, or arbitration process.

14.5 Entire Agreement. This Agreement, including all exhibits and Order Forms, constitutes the agreement between the Parties. It supersedes all prior and contemporaneous agreements, proposals, or written or oral representations concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted.

14.6 Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety, without the other Party’s permission, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

14.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.8 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver under this Agreement shall be effective unless made in writing and signed by an authorized representative of the Party being deemed to have granted the waiver.

14.9 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in AI BIZ GURU ENTERPRISE LICENSE AGREEMENT

14.10 Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any payment obligations), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation: acts of God; flood, fire, earthquake, or explosion; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; government order, law, or action; embargoes or blockades; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; telecommunications, internet service provider or hosting facility failures or delays; or other similar events beyond the reasonable control of such Party (each, a “Force Majeure Event”). The affected Party shall give prompt notice of the Force Majeure Event to the other Party, use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event, and resume performance as soon as reasonably practicable after the removal of the cause.

14.11 Export Compliance. Each Party shall comply with all applicable export control laws and regulations in its performance under this Agreement. Without limiting the foregoing, Customer agrees that it will not export, re-export, or transfer, directly or indirectly, any technical information, data, software, or AI BIZ GURU outputs to any country, entity, or person for which such export, re-export, or transfer is prohibited by applicable law without first obtaining any required export licenses or other governmental approvals.

14.12 U.S. Government Rights. AI BIZ GURU and Documentation are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If Customer is a U.S. federal government agency or acquires AI BIZ GURU under a government contract or with government funds, then Customer’s rights to use, reproduce, and disclose AI BIZ GURU and Documentation are subject to the restrictions set forth in this Agreement in accordance with FAR 12.212 (for civilian agencies) and Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7202-3 (for defense agencies).

14.13 Publicity. Neither Party shall issue any press release regarding this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, ETC-AI may include Customer’s name and logo in its customer lists and promotional materials, including on its website, provided that such use is in accordance with Customer’s trademark usage guidelines provided to ETC-AI.

14.14 Counterparts. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. Electronic signatures shall be binding for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

ETC-AI, Inc.

By: _____________________________

Name: __________________________

Title: ___________________________

Date: ___________________________

GlobalVentures Corp.

By: _____________________________

Name: __________________________

Title: ___________________________

Date: ___________________________

EXHIBIT A: DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) forms part of the AI BIZ GURU Enterprise License Agreement between ETC-AI and Customer (the “Agreement”).

[Standard Data Processing Terms to be inserted here]

EXHIBIT B: SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) forms part of the AI BIZ GURU Enterprise License Agreement between ETC-AI and Customer (the “Agreement”).

Service Availability. ETC-AI will make AI BIZ GURU available 99.9% of the time, measured monthly, excluding scheduled maintenance.

Scheduled Maintenance. ETC-AI will provide at least 48 hours’ advance notice for scheduled maintenance. Scheduled maintenance will not exceed 8 hours per month and will be performed during off-peak hours (between 12:00 AM and 5:00 AM Pacific Time).

Service Credits. If ETC-AI fails to meet the service availability commitment in a given month, Customer will be eligible for service credits as follows:

• 99.5% to 99.89% availability: 5% of monthly fees

• 99.0% to 99.49% availability: 10% of monthly fees

• 98.0% to 98.99% availability: 15% of monthly fees

• Below 98.0% availability: 25% of monthly fees

• Credit Request Process. To receive service credits, Customer must submit a request within 30 days of the end of the month in which the failure occurred.

• Exclusions. The service availability commitment does not apply to: (a) scheduled maintenance; (b) factors outside ETC-AI’s reasonable control; (c) Customer’s equipment, software, or network connections; or (d) Customer’s breach of the Agreement.

• EXHIBIT C: SUPPORT SERVICES SCHEDULE

• This Support Services Schedule forms part of the AI BIZ GURU Enterprise License Agreement between ETC-AI and Customer (the “Agreement”).

• Support Tiers
  a. Premium Support (available 24x7x365):

• Critical (P1): 1-hour response time

• High (P2): 4-hour response time

• Medium (P3): 8-hour response time

• Low (P4): 24-hour response time

• b. Standard Support (available during business hours):

• Critical (P1): 4-hour response time

• High (P2): 8-hour response time

• Medium (P3): 24-hour response time

• Low (P4): 48-hour response time

• Priority Levels

  a. Critical (P1): AI BIZ GURU is unavailable or severely impacted, affecting all users with no workaround available.
  
  b. High (P2): Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality.
  
  c. Medium (P3): System performance issue or bug affecting some but not all users. Short-term workaround is available.
  
  d. Low (P4): Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation, or configuration; bug affecting a small number of users. Workaround is available.

   

• Support Channels

• Premium Support: Phone, email, web portal, and dedicated Slack channel

• Standard Support: Email and web portal

• Support Includes

• Technical troubleshooting and issue resolution

• Bug fixes and workarounds

• User guidance and best practices

• Documentation and knowledge base access

• Support Excludes

• Custom development or programming

• Training beyond what is specified in the Agreement

• Professional services

• Support for third-party software or systems

EXHIBIT D: SECURITY REQUIREMENTS

This Security Requirements Exhibit forms part of the AI BIZ GURU Enterprise License Agreement between ETC-AI and Customer (the “Agreement”).

Physical Security

Access to data centers restricted to authorized personnel

• 24/7 monitoring, surveillance, and security guards

• Multi-factor authentication for physical access

• Environmental controls for fire, flood, and power

• Network Security

• Firewalls, IDS/IPS, and DDoS protection

• Regular vulnerability scanning and penetration testing

• Network segmentation and isolation

• Encrypted data transmission (TLS 1.2+)

• Application Security

• Secure development lifecycle practices

• Regular security code reviews

• Third-party security assessments

• Input validation and output encoding

• Protection against OWASP Top 10 vulnerabilities

• Data Security

• Encryption of sensitive data at rest (AES-256)

• Database access controls and auditing

• Data classification and handling procedures

• Secure disposal of data

• Access Control

• Role-based access control

• Multi-factor authentication for administrative access

• Principle of least privilege

• Regular access reviews

• Automated deprovisioning

• Incident Management

• Security incident response team

• Documented incident response procedures

• Regular incident response testing

• Customer notification procedures

• Post-incident analysis and reporting

• Business Continuity & Disaster Recovery

• Regular data backups

• Redundant infrastructure

• Geographically dispersed data centers

• Documented recovery procedures

• Annual DR testing

• Compliance & Certifications

• SOC 2 Type II

• ISO 27001

• Annual third-party audits

• Regulatory compliance as applicable

• Regular compliance assessments

• Training & Awareness

• Regular security awareness training for all staff

• Role-specific security training

• Background checks for employees

• Security included in onboarding process

• Acceptable use policies

• Vendor Management

• Security assessment of third-party providers

• Contractual security requirements

• Regular vendor security reviews

• Monitoring of vendor access

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