XAgency AI Inc. (DBA XnGen AI)

TERMS & CONDITIONS

This Services Agreement (the "Agreement") is made effective as of the date of acceptance by the Client.

1. DEFINITIONS

This Agreement includes the following terms and definitions:

          (a)     "Confidential Information" means, all data and information of a confidential nature including knowledge of confidential intellectual property,           methodologies, or proprietary techniques developed by either the Company or the Client and includes the terms of this Agreement.

          Confidential Information may be communicated orally, visually, in writing or in any other recorded or tangible form. Data, information, and confidential           relationships shall be considered to be Confidential Information if:

                  (i)       the disclosing Party has stated it is Confidential Information;

                  (ii)      the disclosing Party, orally or in writing, has advised the other Party of its confidential nature;

                  (iii)     due to their character or nature, a reasonable and technology savvy person in a similar position and under similar circumstances would treat it as secret and confidential; or

                  (iv)     such information is not publicly available.

          (b)     "Parties" or “Party” means the Company and/or the Client and their respective successors, and assigns, as the context requires.

          (c)     “Proprietary Information” means any trademarks, patents and the like, whether registered or unregistered, and includes all work performed by the Company, including all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress, and deliverables, but excluding datasets.

          (d)     "Services" means those services as will be provided by the Company in this Agreement, and as reasonably amended from time to time with written consent of the Parties.

          (e)     “Software” means any technology, program, application, or algorithm developed by the Company under this Agreement.

2. TERM

The term of this agreement will commence on the Effective Date and continue for 90 days thereafter (the “Initial Term”) unless otherwise terminated in accordance with this Agreement. The Initial Term may be extended by mutual agreement between the Parties, in writing, for any length of time as the Parties then deem appropriate or necessary.

3. TERMINATION

This Agreement may be terminated on the following conditions:

3.1 Termination with Cause

This Agreement may be immediately terminated by either Party without further liability or obligation to the other Party if:

          (a)     the offending Party violates any applicable federal, provincial, state or local laws, rules, regulations, or ordinances (including without limitation, any applicable advertising regulations);

          (b)     the offending Party materially breaches any provision, warranty, or representation of this Agreement and the offending Party fails to cure such breach for a period of seven (7) days following receipt of written notice detailing such breach from the aggrieved Party; or

          (c)     the offending Party becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business, or becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvency or protection of the rights of creditors.

3.2 Termination without Cause

This Agreement may be terminated by either Party, for any reason, upon thirty (30) days prior written notice to the other Party or sooner by mutual agreement executed by both Parties.

3.3 Payment of Accounts on Termination

Termination or expiration of this Agreement shall not relieve the Client of the obligation to pay any amounts accrued or payable to the Company prior to the effective date of termination or expiration of this Agreement. If the Client has prepaid for Services not yet rendered by the Company, the Company may, at its option, refund any of the prepaid fees, less the amount corresponding to the services rendered up to the date of termination, and upon refund of the appropriate amount, the Company shall be relieved of any further obligations to perform services for the Client.

4. SERVICES

The Company agrees to provide the following services:

          (a)     Automated Customer Service Solutions: Designing, developing, and implementing automated customer service solutions to facilitate interactions between the Client and its customers.

          (b)     Database Setup and Management: Assisting in the setup, configuration, and maintenance of databases required to support the Client’s automated service functions.

          (c)     Development of Customized "Brain”: Building a centralized AI-powered Company brain which will serve as the core system responsible for managing, processing, and responding to customer interactions.

5. FEES & EXPENSES

5.1 Fees

Fees for the Services provided shall be set by the Company in advance of the commencement of work (the “Fees”).

5.2 Expenses

In addition to the Fees, the Client shall be responsible for reasonable out-of-pocket expenses incurred by the Company (the “Expenses”) in providing the Services, on the basis that the Expenses have been approved by the Client before they are incurred. Expenses shall be billed at the Company’s net-cost only, without any markup to the Client, on the basis that any one-time expense incurred under $250 shall not require approval from the Client. All other Expenses must be approved by the Client before they are incurred. The Client also acknowledges that Expenses may vary subject to unexpected issues and/or delays.

5.3 Payment of Account in the Usual Course

The Client shall pay the Company for the corresponding Expenses for the month (if applicable), subject to the Client’s receipt of an invoice detailing the agreed amounts in connection therewith. The Client shall have fourteen (14) days following receipt of the applicable invoice to make such payment.

5.4 Late Payment Penalties

Interest will be charged on all amounts overdue by more than fourteen (14) days at a rate of 2% per month, calculated semi-annually, not in advance. The Client shall also be responsible for the Company’s collection costs, including attorneys’ fees and expenses, on a full indemnification basis. If the Client is delinquent in any payment due hereunder for at least thirty (30) days, the Company reserves the right to either suspend the Services or terminate this Agreement, without limiting other termination provisions contained herein.

6. COMMUNICATION

6.1 Delivery of Information

The Client shall deliver to the Company all information that may be necessary to perform the Services within a reasonable time after the Effective Date of this Agreement and as and whenever requested by the Company.

6.2 Response Times

The Parties agree to respond to communication prompts from the other within 48 hours of receipt, unless an alternative timeframe is provided by the inquiring Party. If a Party is unable to respond within the required response period, that Party must still inform the other Party of their inability to respond within the specified period and include an estimated time-frame for response as well as an explanation for the delay. The Parties acknowledge the importance of timely communication to ensure that the Services can be provided as scheduled. Continuous failure to adhere to these terms without appropriate prior notification may place the offending Party in breach of its obligations under this Agreement and therefore subject to termination without refund or any other form of compensation to the offending Party.

7. PROPRIETARY INFORMATION

7.1 Ownership of Software

The parties agree that the Company shall own all Software developed under this Agreement, including any software or algorithms developed by the Company, and such ownership shall survive the termination of this Agreement.

7.2 Ownership of Data, and Information

The Client acknowledges that the Company will require access to certain Client datasets and information and that such access is necessary and required for the Company to provide its Services effectively. Accordingly, the Client hereby grants the Company access to such datasets and information as required by the Company for the purposes herein. The Company agrees that it will not sell, disclose, use, or reproduce the Client’s data to any third party, except where required by law or a court of competent jurisdiction. Upon the termination or expiration of this Agreement, the Company will compile and return to the Client all datasets and information generated by the Software, and the Client shall have all right, title, and interest to said datasets and information.

7.3 Use of Third-Party Tools

The Client acknowledges that the Company utilizes third-party tools in the development of the Software and that the Company therefore cannot, and does not, make any representations and warranties regarding the longevity or relevance of any third-party tools beyond their current state of existence. In addition, the use of any third-party tools in the continued use of the Software is subject to the terms and conditions of those tools, which is outside the scope of the Company’s control. The Client understands and agrees that the functionality and availability of these third-party tools may be limited or cease to exist all together at any time in the future, and if so, the Client will not hold the Company responsible for any damages incurred by the Company as a result.

This Article 7 shall survive the termination of this Agreement and remain in effect indefinitely, unless otherwise agreed to in writing by the Parties.

8. CONFIDENTIAL INFORMATION

Confidential Information exchanged between the Parties shall be kept confidential and shall not be disclosed to any third party without the express written consent of the other Party, except as required by law. Each Party shall take reasonable steps to safeguard the confidentiality and security of the other Party's Confidential Information and shall use such information only for the purposes stated in this Agreement. Neither Party shall use any Confidential Information for the purpose of competing directly or indirectly with the other Party, whether during the term of this Agreement or at any time thereafter. The Parties acknowledge and agree that any breach of this confidentiality provision will cause irreparable harm to the other Party and that the other Party shall be entitled to seek injunctive relief against such breach, in addition to any other remedies available at law or in equity.

This clause shall survive the termination of this Agreement and remain in effect indefinitely, unless otherwise agreed to in writing by the Parties.

9. NON-SOLICITATION

Until the termination of this Agreement, and for a period of two (2) years thereafter, unless otherwise agreed to between the Parties, the Client shall not, either individually or in partnership, whether by way of trust, agency or otherwise, jointly or in connection with any person or persons, including without limitation any individual, firm, association, syndicate, company, corporation or other business enterprise, as principal, agent, shareholder, director, officer, employee or in any other manner whatsoever:

          (a)     solicit or induce or attempt to solicit or induce any client, supplier, or other business relation of the Company or its subsidiaries, to cease doing business with, or diminish its business with the Company or its subsidiaries, or in any way interfere with the relationship between any such client, supplier, or other business relation; or

          (b)     induce or attempt to induce any employee or independent contractor to leave or terminate his or her employment or contractual relationship with the Company or its subsidiaries, or in any way interfere with the relationship between the Company or its subsidiaries, or employ, or otherwise engage as an employee, independent contractor, or otherwise, any employees or independent contractors of the Company or its subsidiaries, however, that the foregoing will not prevent the Client or its subsidiaries from hiring any individual who responds to a general media advertisement (including through the use of recruiting agencies) not specifically directed at the Company or its subsidiaries.

10. SECURITY DEPOSIT

An initial Security Deposit may be requested by the Company, in the Company’s sole discretion. As long as the Client is not in breach of this Agreement for any reason, the Company will return the Security Deposit, less any amounts that are past due, within sixty (60) calendar days of the Client's termination of the Contract. Otherwise, the balance of any deposit will be retained by the Company as partial liquidated damages or to pay for outstanding invoices.

11. WARRANTIES AND LIMITATION OF LIABILITY

11.1 Service Warranty Disclaimer and Limitation of Liability

Except as otherwise stated in this section, the services are provided "as is" without warranty of any kind, either express or implied, including without limitation any warranties of merchantability, non-infringement or fitness for a particular purpose. The Company neither assures nor assumes any liability to any person or entity or third party regarding any warranty or for the proper performance of services. The Company does not represent or warrant that the service is complete or free from error, that Client will achieve any particular number of sales, increase in revenue, and does not assume, and expressly disclaims, any liability to any person or entity for loss or damage caused by errors, loss of sales, or omissions in the service, whether such errors or omissions result from negligence, accident, or other cause.

11.2 Continued Use of Software After Termination

Upon termination of this Agreement, the Client may, if the Client desires, continue using the Software  for its own use, on the following conditions:

          (a)     Rehosting Responsibility - The Client shall be solely responsible for rehosting the Software within its own infrastructure at its own cost and expense. Under no circumstances shall the Company be responsible for any costs, efforts, or resources required for such rehosting.

          (b)     Platform Dependency - The Client acknowledges that if the Company has developed the Software using a platform not owned or controlled by the Company, the Client shall be directly responsible for the extraction and export of any required raw code from said platform, and shall be solely responsible for ensuring compatibility and functionality of the rehosted Software within the Client’s own environment.

          (c)     Support and Maintenance - Upon rehosting, the Company shall not in any way be obligated to provide any support, maintenance updates, or troubleshooting for the Software.

          (d)     Intellectual Property - All intellectual property rights in and to the Software, including any modifications or enhancements made by the Client during or after the rehosting process, shall remain with the Company, except for the portions of the code that are developed by the Client independently.

          (e)     Rehosting Liability - The Company shall not be liable for any loss, damage, or issues arising from the Client’s rehosting and independent use of the Software. The Client assumes all risks associated with the rehosting and use of the Software outside of the Company’s environment.

11.3 No Extension of Liability to Third Party

Each party must indemnify the other and keep the other indemnified against any losses (including liabilities of the other party to third parties), costs and expenses reasonably incurred or directly arising out of or in connection with:

          (a)     any negligent act or omission by it; or

          (b)     any material breach of any term of this Agreement by it.

12. REPRESENTATIONS AND RESTRICTIONS

Each Party represents and warrants that it is authorized to enter into this Agreement, and there are no restrictions that would prevent either Party from performing its duties herein. Each Party will also abide by all prevailing federal, provincial, state, municipal or local laws as well as all applicable rules and regulations.

13. LIMITATION OF LIABILITY

Neither party will be liable for any consequential, incidental, indirect, punitive, special or other similar damages nor for any loss of profits, loss of revenues, loss of savings, loss of clients, whether under tort (including negligence), contract or other theories of recovery, even if any such party was or should have been aware or was advised of the possibility of such damages. Excluding breach of confidentiality, gross negligence, willful misconduct, or representations and warranties with respect to intellectual property, in no event shall either Party’s liability arising out of this Agreement from any cause of action whatsoever, exceed the aggregate amounts paid or owed under this agreement by the Client to the Company during the thirty (30) days prior to the date the cause of action arose.

14. GENERAL PROVISIONS

14.1 Terms & Conditions Incorporated

Any terms and conditions as may be found from time to time on the Company’s website are hereby incorporated into this Agreement to the extent that they do not conflict with or contradict the terms herein. In the event of such conflict or contradiction, the provisions outlined in this Agreement shall take precedence.

14.2 Entire Agreement

This Agreement constitutes the entire agreement between the Parties, and supersedes any prior understanding or agreement, oral or written, relating to the Service(s).

14.3 Severability

If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14.4 Waiver And Modifications

No waiver by either Party of any breach by the other Party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing. No modifications of this Agreement shall be effective unless in writing and signed by both Parties.

14.5 Survival

Any provision of this Agreement with respect to Confidential Information, Proprietary Information, irreparable harm and indemnification shall survive the cancellation, expiration or termination of this Agreement.

14.6 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

14.7 Governing Law And Forum, And Attorneys' Fees

The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the Province of British Columbia. The Parties hereby submit to the jurisdiction of, and waive any venue objections, to a Court in the Province of British Columbia. The prevailing Party shall be awarded its attorney's fees and costs in any lawsuit or dispute arising out of or related to this Agreement.

14.8 Relationship Of Parties

This Agreement does not establish a partnership, joint venture, agency, or representative relationship between the Parties. Neither Party has the right, power, or authority to enter into any contract or incur any obligation, debt, or liability on behalf of the other Party, except in cases where the Client authorizes the Company to act as its agent, and only if such authorization is agreed to in advance of the engagement.

14.9 Force Majeure

No Party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such Party. Uncontrollable Events in this Agreement not only include those which are normally contemplated, but also include any changes by third parties such as governments, regulators, downed power lines, hurricanes, floods, electromagnetic pulse, downed phone lines, as well as anything that would normally be outside the power of any Party. The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay or by the magnitude of such act; provided, however, that the Party so affected shall give prompt notice to the other Party of such delay. The Party so affected, however, shall use its best efforts to avoid or remove such causes of non-performance and to complete performance of the act delayed, whenever such causes are removed.

14.10 Assignment

No Party may assign or transfer this agreement or any rights or obligations under this agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

14.11 Notices

Any notice or other communication required or permitted under this agreement that is intended to have any legal effect or consequence shall be delivered via email to the Company, or otherwise provided during the course of the relationship. Email communication is acknowledged as having been received the following business day.

14.12 Miscellaneous

Headings at the beginning of each section and subsection are solely for convenience and are not intended to be a part of this Agreement and shall have no effect upon the construction or interpretation of any part hereof. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine, and vice versa. This Agreement shall not be construed as if it had been prepared by either Party, but rather as if it were jointly prepared. In the event that any action required by the Parties hereto does not occur on a business day, the action shall be taken on the next succeeding business day thereafter.

By signing the “Terms & Conditions”, you, the Client, acknowledge your acceptance of this Agreement and agree to the terms and conditions set forth above.

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