PROFESSIONAL SERVICES AGREEMENT

Version 3.0 | Effective January 2026

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. Nature of Services. The Services provided under this Agreement consist of digital advertising strategy consulting, campaign optimization recommendations, automation script development, and related technology consulting services. All Services are advisory in nature. Consultant does not directly control, manage, or maintain Client's advertising accounts, campaigns, or customer-facing systems unless explicitly specified in an applicable Statement of Work.

1.2. Services Included. Consultant's Services include: (a) strategic consultation on digital advertising campaigns; (b) development of automation scripts for advertising platforms (e.g., Google Ads, Microsoft Ads); (c) analysis and optimization recommendations for existing campaigns; and (d) training and documentation for Client's implementation of recommendations.

1.3. Services Excluded. Unless explicitly stated in a Statement of Work, Consultant's Services expressly exclude: (a) direct control of Client's advertising accounts or budgets; (b) development or deployment of customer-facing AI chatbots or virtual assistants; (c) collection, processing, or storage of Client's customer personal data; (d) any services constituting legal, accounting, or actuarial advice; and (e) insurance product advice or recommendations of any kind.

1.4. 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. Any scripts, code, or technical automations provided (collectively, "Deliverables") are tools intended to assist Client's operations, not turnkey solutions.

2. CORPORATE IDENTITY

2.1. Consulting Capacity. Client acknowledges that Consultant provides Services under this Agreement solely in Consultant's capacity as CS AI Consulting, a technology consulting practice. Services provided hereunder are separate and distinct from any insurance products, services, or advice provided by Christian Sammons Insurance Agency, Inc. or its affiliates.

2.2. No Insurance Relationship. This Agreement does not create any relationship between Client and any insurance carrier, including but not limited to State Farm Insurance Companies. Consultant does not provide insurance advice, insurance product recommendations, or any services requiring an insurance license under this Agreement.

3. WARRANTIES AND DISCLAIMERS

3.1. Limited Warranty. Consultant warrants that it shall use commercially reasonable efforts to perform the Services in a professional and workmanlike manner consistent with industry standards. Consultant further warrants that any Deliverables will function materially as described at the time of delivery when used in accordance with any accompanying documentation.

3.2. AI-Generated Content and Automation Scripts. Client acknowledges that certain Deliverables may include automation scripts, templates, or content generated with the assistance of artificial intelligence tools. Consultant makes no representation or warranty that such AI-assisted Deliverables will achieve any specific performance metric, return on investment, click-through rate, conversion rate, or other quantitative outcome. Consultant shall use commercially reasonable efforts to design Deliverables that are functional, accurate, and aligned with industry best practices. However, CLIENT BEARS SOLE RESPONSIBILITY FOR REVIEWING, TESTING, AND APPROVING ALL DELIVERABLES BEFORE DEPLOYMENT IN ANY PRODUCTION ENVIRONMENT. Client's deployment of any Deliverable constitutes Client's independent acceptance that the Deliverable is fit for Client's intended purpose.

3.3. No Results Guarantee. ANY PERFORMANCE PROJECTIONS, BENCHMARKS, OR EXPECTED OUTCOMES DISCUSSED DURING THE ENGAGEMENT ARE PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY AND DO NOT CONSTITUTE GUARANTEES OR WARRANTIES OF RESULTS. Past performance data, including Consultant's historical client results, are not predictive of future outcomes. Consultant creates strategies intended to improve performance but does not guarantee specific economic results (e.g., ROAS, CPA, CTR, conversion rates, or cost savings).

3.4. "Code Decay" & Platform Volatility. Client acknowledges that third-party platforms (Google Ads, Microsoft Ads, Meta) frequently update their APIs, policies, and interfaces. Consultant does not warrant that Deliverables will remain functional indefinitely. Consultant is not liable for interruptions, errors, or failures caused by platform updates, API changes, or policy modifications occurring after the date of delivery.

3.5. Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3, CONSULTANT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CONSULTANT DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

4. CLIENT OBLIGATIONS (The "Safety Protocol")

4.1. 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 written notice of material defect is received within seven (7) days, the Deliverable is deemed Accepted.

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

4.3. Independent Review. Client acknowledges that Client is solely responsible for: (a) reviewing all Deliverables before deployment; (b) configuring appropriate budget caps, alerts, and safeguards within Client's advertising platforms; (c) monitoring deployed Deliverables during initial operation; and (d) ensuring that Client's use of Deliverables complies with all applicable platform terms of service and advertising regulations.

4.4. Intervening Cause. Client's decision to deploy any Deliverable, with or without modification, constitutes an independent business judgment by Client. Such deployment creates an intervening cause that breaks any causal chain between Consultant's delivery of the Deliverable and any damages arising from deployment.

5. FEES AND PAYMENT

5.1. Rates. Services are billed at $300.00 per hour. Initial engagement requires a minimum payment of one (1) hour. Subsequent Services are billed in fifteen (15) minute increments ($75.00 per increment).

5.2. Electronic Acceptance. Client agrees that: (a) checking the "I Agree" checkbox and completing payment through Consultant's designated payment processor (currently Stripe) constitutes Client's electronic signature and binding acceptance of this Agreement pursuant to the Oregon Uniform Electronic Transactions Act (ORS 84.001 et seq.) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.); (b) Client has had the opportunity to review this Agreement in full prior to acceptance; (c) a copy of this Agreement was made available via hyperlink or attachment at the point of sale; and (d) the transaction record maintained by the payment processor, including timestamp and confirmation number, shall constitute sufficient evidence of Client's acceptance.

5.3. Invoicing. Consultant shall provide invoices detailing Services rendered. Payment is due upon receipt unless otherwise specified in a Statement of Work.

5.4. Late Payment. Unpaid balances shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Oregon law, whichever is less. Client shall reimburse Consultant for all costs of collection, including reasonable attorneys' fees.

6. LIMITATION OF LIABILITY

6.1. Dollar Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONSULTANT'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT—WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY—SHALL NOT EXCEED THE GREATER OF: (A) FIVE THOUSAND DOLLARS ($5,000.00); OR (B) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.2. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY: (A) LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY; (B) LOSS OF OR DAMAGE TO DATA; (C) COST OF COVER OR SUBSTITUTE SERVICES; (D) ADVERTISING SPEND LOSSES OR WASTED MEDIA COSTS; (E) ACCOUNT SUSPENSION, TERMINATION, OR PENALTY COSTS IMPOSED BY THIRD-PARTY PLATFORMS; OR (F) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND—WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE—EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3. Oregon Tort Acknowledgment. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION 6 APPLY TO ALL CLAIMS, INCLUDING CLAIMS SOUNDING IN TORT, NEGLIGENCE, STRICT LIABILITY, AND ANY OTHER LEGAL OR EQUITABLE THEORY, AND ARE NOT LIMITED TO CONTRACT CLAIMS. THIS ACKNOWLEDGMENT IS MADE WITH FULL KNOWLEDGE OF THE HOLDING IN KASTE v. LAND O'LAKES PURINA FEED, LLC, 284 Or. App. 219 (2017), AND THE PARTIES INTEND FOR THIS LIMITATION TO BE ENFORCEABLE AGAINST ALL TORT CLAIMS TO THE MAXIMUM EXTENT PERMITTED BY OREGON LAW.

6.4. Basis of the Bargain. CLIENT ACKNOWLEDGES THAT CONSULTANT HAS SET ITS FEES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT AND THAT SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION 6 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITH RESPECT TO CLAIMS ARISING IN NEGLIGENCE.

6.5. Carve-Outs. THE LIMITATIONS SET FORTH IN SECTIONS 6.1 AND 6.2 SHALL NOT APPLY TO: (A) LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) LIABILITY ARISING FROM A PARTY'S FRAUD OR INTENTIONAL MISREPRESENTATION; (C) CLIENT'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT; OR (D) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.

6.6. Claim Period. ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, REGARDLESS OF WHEN THE CLAIMANT DISCOVERED OR SHOULD HAVE DISCOVERED THE FACTS GIVING RISE TO THE CLAIM. THIS LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY OREGON LAW.

6.7. Failure of Essential Purpose. THE LIMITATIONS SET FORTH IN THIS SECTION 6 SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7. INDEMNIFICATION

7.1. Indemnification by Client. Client shall indemnify, defend, and hold harmless Consultant and its officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's use, deployment, or modification of Deliverables; (b) Client's advertising content, claims, offers, or business practices; (c) Client's failure to comply with the Safety Protocol set forth in Section 4; (d) Client's violation of any third-party platform terms of service; (e) Client's gross negligence or willful misconduct; or (f) Client's violation of applicable law.

7.2. Indemnification by Consultant. Consultant shall indemnify, defend, and hold harmless Client from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Consultant's gross negligence or willful misconduct in the performance of Services; (b) Consultant's material breach of this Agreement; (c) Consultant's violation of applicable law in the performance of Services; or (d) any claim that the Deliverables, as delivered by Consultant (and not as modified by Client), infringe any third-party intellectual property rights.

7.3. Limitation on Indemnification. Notwithstanding the foregoing, neither party shall be required to indemnify the other party for claims arising from the indemnified party's own negligence, gross negligence, or willful misconduct. The indemnification obligations in this Section 7 are subject to the Limitation of Liability provisions of Section 6, except that indemnification for third-party intellectual property infringement claims under Section 7.2(d) shall be subject to a separate cap equal to the greater of $25,000 or the total fees paid under this Agreement.

7.4. Indemnification Procedure. The indemnified party shall: (a) provide prompt written notice of any claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement (provided that the indemnifying party shall not settle any claim that imposes liability on the indemnified party without the indemnified party's prior written consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

8. INSURANCE

8.1. Consultant Insurance. Consultant represents that Christian Sammons Insurance Agency, Inc. maintains Professional Liability (Errors & Omissions) insurance and Technology Errors & Omissions insurance covering the technology consulting Services provided under this Agreement. Upon Client's written request, Consultant shall provide a certificate of insurance evidencing such coverage.

9. INTELLECTUAL PROPERTY

9.1. Client Data. Client retains all rights to its data, advertising content, and business information provided to Consultant.

9.2. Consultant IP. Consultant retains all rights to its pre-existing intellectual property, methodologies, frameworks, and general knowledge. Any scripts, code, or automation tools developed by Consultant shall remain the property of Consultant unless explicitly assigned in writing.

9.3. License Grant. Upon full payment, Consultant grants Client a non-exclusive, perpetual, royalty-free license to use the Deliverables for Client's internal business purposes. This license does not include the right to resell, sublicense, or distribute the Deliverables to third parties.

9.4. Feedback. If Client provides Consultant with any suggestions, ideas, or feedback regarding the Services or Deliverables ("Feedback"), Client grants Consultant a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without compensation or attribution.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles.

10.2. Informal Resolution. Before initiating any formal dispute resolution, the parties shall attempt to resolve any dispute through good faith negotiation for a period of thirty (30) days following written notice of the dispute.

10.3. Binding Arbitration. Any dispute not resolved through negotiation shall be resolved by binding arbitration administered by JAMS in Salem, Oregon, in accordance with its Streamlined Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall have no authority to award punitive damages or any damages excluded by this Agreement.

10.4. Exceptions to Arbitration. Notwithstanding Section 10.3, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or Confidential Information, or to enforce payment obligations.

10.5. Waiver of Jury Trial. TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

10.6. Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

11. TERMINATION

11.1. Termination for Convenience. Either party may terminate this Agreement at any time upon fourteen (14) days' written notice to the other party.

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

11.3. Effect of Termination. Upon termination: (a) Client shall pay Consultant for all Services performed through the date of termination; (b) each party shall return or destroy the other party's Confidential Information; and (c) Sections 2, 3, 6, 7, 8, 9, 10, 12, 13, and 15 shall survive termination.

12. CONFIDENTIALITY

12.1. Definition. "Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, 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. Confidential Information includes, but is not limited to: business strategies, financial information, pricing, customer lists, advertising performance data (including but not limited to spend, CTR, CPA, ROAS, and conversion metrics), scripts, code, methodologies, and trade secrets.

12.2. Obligations. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; (c) use Confidential Information only for the purposes of performing under this Agreement; and (d) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

12.3. Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

12.4. Required Disclosure. If a party is compelled by law to disclose Confidential Information, it shall provide the other party with prior written notice (to the extent legally permitted) and shall disclose only the minimum information required.

12.5. Return of Materials. Upon termination of this Agreement or upon request, each party shall promptly return or destroy all Confidential Information of the other party in its possession, except for copies retained in automated backup systems or as required by law.

12.6. Duration. The obligations under this Section 12 shall survive termination of this Agreement for a period of three (3) years; provided, however, that obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under applicable law.

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: acts of God; natural disasters; pandemic or epidemic; war, terrorism, or civil unrest; government actions or regulations; third-party platform outages or service interruptions (including but not limited to Google, Microsoft, Meta, or Stripe); internet or telecommunications failures; or power outages. The affected party shall provide prompt written notice of the Force Majeure event and shall use reasonable efforts to mitigate its effects. If a Force Majeure event continues for more than thirty (30) days, either party may terminate this Agreement without liability.

14. INDEPENDENT CONTRACTOR

14.1. Relationship. Consultant is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Nothing in this Agreement shall be construed to create an employment relationship, partnership, or joint venture between the parties.

14.2. Control. Consultant shall have sole control over the manner, method, and means of performing the Services, including the determination of work hours, work location, and the tools and equipment used. Client's interest is in the results of Consultant's work, not in the means by which it is accomplished.

14.3. No Benefits. Consultant shall not be entitled to any employee benefits from Client, including but not limited to health insurance, retirement benefits, paid time off, or workers' compensation coverage.

14.4. Taxes. Consultant is solely responsible for all federal, state, and local taxes arising from compensation received under this Agreement, including self-employment taxes. Consultant agrees to indemnify Client against any claims, costs, or penalties arising from Consultant's failure to pay such taxes.

15. ASSIGNMENT

Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Consultant may assign this Agreement without consent to: (a) an affiliate or subsidiary; or (b) a successor entity in connection with a merger, acquisition, or sale of all or substantially all of Consultant's assets. Any attempted assignment in violation of this Section shall be null and void.

16. GENERAL PROVISIONS

16.1. Entire Agreement. This Agreement, together with any Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

16.2. Amendments. This Agreement may not be amended except by a written instrument signed by both parties or by Consultant's posting of an updated Agreement to its website with reasonable notice to Client. Client's continued use of Services after such notice constitutes acceptance of the amended terms.

16.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent, and the remaining provisions shall continue in full force and effect.

16.4. Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.

16.5. Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when sent by email to the addresses provided by the parties. Notices to Consultant shall be sent to: christian@cs-aiconsulting.com

16.6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

16.7. Headings. The section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

16.8. Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing this Agreement to be drafted. The terms "include" and "including" shall be deemed to be followed by "without limitation."

ACKNOWLEDGMENT AND ACCEPTANCE

BY CHECKING THE "I AGREE" BOX AND COMPLETING PAYMENT, CLIENT ACKNOWLEDGES THAT: (A) CLIENT HAS READ THIS AGREEMENT IN ITS ENTIRETY; (B) CLIENT UNDERSTANDS THE TERMS AND CONDITIONS, INCLUDING THE LIMITATION OF LIABILITY, INDEMNIFICATION, AND ARBITRATION PROVISIONS; (C) CLIENT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL PRIOR TO ACCEPTANCE; AND (D) CLIENT AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

— End of Agreement —