PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT is made effective as of the date of electronic acceptance or payment below ("Effective Date") by and between Christian Sammons Insurance Agency, Inc., an Oregon Corporation doing business as CS AI Consulting ("Consultant"), and the undersigned Client ("Client").

1. SCOPE OF SERVICES

1.1. Professional Engagement. Consultant agrees to provide professional consulting services, including digital marketing strategy, ad account analysis, and technical automation scripts (the "Services").

1.2. Nature of Deliverables. Client acknowledges that Consultant provides high-level strategic guidance and code automation assistance. Consultant is not a software development firm and does not provide enterprise-grade commercial software products.

2. WARRANTIES AND DISCLAIMERS

2.1. Limited Warranty. Consultant warrants that Deliverables will perform materially in accordance with the specifications set forth in the applicable Statement of Work, project brief, or written description provided by Consultant ("Specifications") for a period of thirty (30) days following delivery ("Warranty Period"). If Client reports a reproducible defect during the Warranty Period, Consultant's sole obligation shall be to use commercially reasonable efforts to correct the defect. This warranty does not apply to defects caused by: (a) modifications made by Client or third parties; (b) use outside the scope described in the Specifications; or (c) third-party platform changes occurring after delivery.

2.2. Platform Volatility. Client acknowledges that third-party platforms (including but not limited to Google Ads, Meta, and Microsoft Advertising) frequently update their APIs, policies, and functionality. Consultant does not warrant that Deliverables will remain functional indefinitely. Consultant is not liable for interruptions caused by platform updates occurring after the date of delivery.

2.3. No Results Guarantee. Consultant creates strategies intended to improve performance but does not guarantee specific economic results (e.g., ROAS, CPA, conversion rates).

3. CLIENT OBLIGATIONS

3.1. Acceptance Testing Window. Upon receipt of any Deliverable, Client shall have a period of seven (7) days to review and test the Deliverable. If no notice of defect is received within seven (7) days, the Deliverable is deemed Accepted.

3.2. The "Sandbox" Rule. Client agrees to test all Deliverables in a non-production environment ("Sandbox") or with a capped budget (e.g., $50/day) for the first 48 hours. Client assumes all risks associated with deploying unverified code into a live production environment without this safety protocol.

4. FEES AND PAYMENT

4.1. Rates. Services are billed at $300.00 per hour. Initial booking requires a one (1) hour minimum payment. Subsequent time is billed in 15-minute increments ($75.00/block).

4.2. Electronic Acceptance. Client acknowledges that checking the "I Agree" box during the digital payment process (e.g., via Stripe) constitutes a binding electronic signature and unqualified acceptance of this Agreement, with the same legal effect as a handwritten signature.

4.3. Refund & Cancellation Policy. All fees for consulting services are non-refundable once a session has been completed. Due to the intangible nature of consulting and the immediate transfer of intellectual value, no refunds will be issued for services rendered. Cancellations made at least forty-eight (48) hours prior to a scheduled session will receive a service credit for future use. Cancellations made less than forty-eight (48) hours before a scheduled session, or no-shows, will forfeit the session fee. Service credits expire twelve (12) months from the date of issue and are non-transferable.

5. LIMITATION OF LIABILITY

5.1. Dollar Cap. CONSULTANT'S TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CONSULTANT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

5.2. Exclusion of Consequential Damages. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

5.3. Platform Damages Exclusion. Consultant shall not be liable for any damages arising from: (a) changes to third-party platform APIs, policies, or functionality; (b) account suspensions or policy violations imposed by third-party platforms; or (c) Client's failure to follow the Sandbox Rule set forth in Section 3.2.

6. INDEMNIFICATION

6.1. Client Indemnification. Client shall indemnify, defend, and hold harmless Consultant from any claims, damages, or expenses (including reasonable attorneys' fees) arising from: (a) Client's use of Deliverables in violation of third-party platform terms of service; (b) Client's failure to comply with the Sandbox Rule; (c) Client's modifications to Deliverables; or (d) Client's business decisions based on Consultant's recommendations.

6.2. Consultant Indemnification. Consultant shall indemnify Client from claims that Deliverables, as delivered and unmodified, infringe a third party's intellectual property rights, provided Client promptly notifies Consultant and allows Consultant to control the defense.

7. GENERAL PROVISIONS

7.1. Governing Law. This Agreement shall be governed by the laws of the State of Oregon, without regard to its conflict of laws principles.

7.2. Dispute Resolution. Any dispute arising under this Agreement shall first be subject to good-faith negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in Salem, Oregon, under the rules of the American Arbitration Association.

7.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter herein.

7.4. Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

8. INTELLECTUAL PROPERTY

8.1. Client Materials. Client retains all ownership rights in materials, data, and content provided to Consultant ("Client Materials"). Client grants Consultant a limited license to use Client Materials solely for the purpose of performing the Services.

8.2. Deliverables. Upon full payment, Client receives a perpetual, non-exclusive license to use Deliverables for Client's internal business purposes. Consultant retains ownership of all underlying methodologies, frameworks, and pre-existing intellectual property incorporated into Deliverables.

8.3. Consultant Tools. Consultant retains all rights to proprietary tools, scripts, templates, and methodologies developed independently or prior to this engagement. Client may not reverse-engineer, redistribute, or sublicense Consultant's proprietary tools without express written consent.

9. TERMINATION

9.1. Termination for Convenience. Either party may terminate this Agreement at any time with seven (7) days' written notice. Client shall pay for all Services rendered through the effective date of termination.

9.2. Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fourteen (14) days of receiving written notice.

9.3. Effect of Termination. Upon termination, Client shall pay all outstanding fees. Sections 5 (Limitation of Liability), 6 (Indemnification), 8 (Intellectual Property), 10 (Confidentiality), and 7 (General Provisions) shall survive termination.

10. CONFIDENTIALITY

10.1. Definition. "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, including but not limited to: business strategies, financial data, advertising performance metrics, customer lists, pricing information, proprietary scripts, automation code, methodologies, and any information marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

10.2. Obligations. The Receiving Party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; (c) use Confidential Information solely for the purpose of performing obligations or exercising rights under this Agreement; and (d) limit access to Confidential Information to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

10.3. Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

10.4. Required Disclosure. If the Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, it shall: (a) provide prompt written notice to the Disclosing Party (to the extent legally permitted); (b) cooperate with the Disclosing Party's efforts to obtain a protective order; and (c) disclose only the minimum information legally required.

10.5. Return of Materials. Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify such destruction in writing upon request.

10.6. Duration. The obligations set forth in this Section 10 shall survive termination of this Agreement and continue for a period of three (3) years following termination; provided, however, that obligations with respect to trade secrets shall continue indefinitely for so long as such information remains a trade secret under applicable law.

ACCEPTANCE

By checking the "I Agree" box and completing payment through Stripe, Client acknowledges that:

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