This Sales and Service Agreement (“Agreement”) is made and entered into as of [effective_date] (the "Effective Date"), by and between Custom Ai Power Ltd, a British Columbia corporation with its principal place of business at 1515 Eastern Avenue, North Vancouver, BC, Canada, V7L 4R2 (“Company”) and [contact.state] corporation with its principal place of business at [contact.full_address] (“Client”).

The parties acknowledge and agree that they are willingly entering into this Agreement and that each party has had sufficient opportunity to consult legal counsel.

WHEREAS, Company desires to provide certain services to Client, and Client desires to receive such services, and

WHEREAS, the Parties have agreed to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the Parties agree as follows:

1. Services

1.1. Description of Services. Company agrees to provide Client with the following services (the “Services”):

a. Consultation

b. Custom SEO Content Production

c. Custom Social Media Content Production

d. Business Automation Development

e. Business AI Integration Development

f. Custom IT Infrastructure Development

g. Conversion Funnel Development

h. Enterprise Outreach

i. Agency Partnerships

j. Directory/Sponsorship Management

k. Management of Networking events/Meet-ups

l. Podcast Placement

m. Optimization of SEO/PPC/Retargeting efforts

n. Content Creation/Social Media Management

o. PR

p. Ongoing Technical Support

q. Ongoing Staff Training for Technology Optimization

1.2. Limitations on Services. Client acknowledges that the specific Services provided under this Agreement may not include all of the Services listed in Section 1.1 above. If the Client requires additional services not listed in Section 1.1, a new agreement or amendment to this Agreement may be necessary.

1.3. Supplementary Agreement: Appendix A: Business Proposal, Delivery & Payment Schedule.

While the general terms of service are outlined in this Agreement and are publicly available on the Company's website, upon the conclusion of the initial strategy session and the decision to proceed with a more specialized service, the Client will receive a supplementary agreement known as "Appendix A: Business Proposal, Delivery & Payment Schedule". The Appendix will specify:

1. Executive Summary.

2. Proposal Overview.

3. Strategy and Vision.

4. Project Scope.

5. Needs Assessment.

6. Market Analysis.

7. Technical Specifications.

8. Timeline and Milestones.

9. Budget and Cost Breakdown.

10. Team and Expertise.

11. Risk Assessment and Mitigation Plan.

12. Legal and Compliance Requirements.

13. Client References or Case Studies.

14. Target KPIs to Achieve.

15. Deliverables.

16. Bonuses.

17. Applied Discounts.

18. Service Guarantees.

19. Delivery & Payment Schedule.

The Client acknowledges that "Appendix A: Business Proposal, Delivery & Payment Schedule" is an integral part of this Agreement and is legally binding. The Appendix will be sent to the Client for review and signature and will become effective upon signing.

2. Cost

2.1. Fees Payment. Client shall pay the fees specified on the checkout page of Company’s website, the encrypted card processing page, or the dedicated corporate Wise payment page for the Services provided (the “Fees”). Additionally, Clients may opt to make the payment via an international wire transfer by using the Company's bank information, which can be processed by visiting their own banking institution.

2.2. Payment Methods. Payment shall be made via one of the following methods, as selected by the Client:

a. International Bank Wire Transfer: When opting for payment via wire transfer, an additional fee of $25 must be added to cover wire transfer costs. Please note that wire transfer fees are subject to change based on the country of the payer and may be adjusted accordingly.

b. Debit/Credit Card Payment: For payments made using a debit or credit card through Stripe, a fee of 3% of the transaction amount will be charged to cover transaction costs.

c. Wise Wire Transfer: Payments made through Wise wire transfer are subject to Wise Transfer Fees, which will be communicated to the Client based on the current rates applicable at the time of transaction.

2.3. Payment Deadline and Additional Charges

a. Client agrees to complete the payment for the Services within 72 hours after signing this Agreement. Failure to do so will result in cancellation of the Services.

b. For payments made via wire transfer or Wise, any additional fees incurred due to changes in transfer fees or exchange rates will be communicated to the Client and adjusted accordingly.

2.4. Additional Costs

Client acknowledges that additional costs may be incurred for services not outlined in this Agreement but subsequently requested by the Client. Such additional costs will be communicated and agreed upon in writing before commencement. Client agrees to pay all additional costs incurred due to requests for additional services not outlined in this Agreement.

2.5. Late Payment Charges

If the 2nd or 3rd installment payments are delayed by more than 3 business days, a late fee of 3% will be applied to the overdue amount. If the payment is not processed within 7 days, the late fee will be 3%. If the payment is delayed by 14 days or more, the late fee will increase to 5% of the overdue amount.

2.6. Custom Installations and Delivery Schedules

The Client acknowledges that specific details regarding custom installations, delivery schedules, and payment amounts will be provided in a separate document titled "Appendix A: Business Proposal, Delivery & Payment Schedule". The Appendix is considered a legal part of the overall service agreement and will be sent to the Client for signature upon agreement to proceed with specialized services.

3. Delivery of Services

3.1. Company shall commence providing the Services on the Effective Date.

3.2. Company shall complete the Services on or before the date mutually agreed upon by the Parties.

3.3. Any delays in the delivery of Services not caused by Company, such as delays due to Client’s failure to provide necessary information or materials, may result in additional costs or extensions of the delivery schedule.

4. Extensions

4.1. The Company reserves the right to request up to three (3) extensions to finalize the work as stipulated in the Business Proposal and Delivery Schedule. Each extension may have a duration of one (1) to three (3) months.

4.2. Extensions will be requested in written form, providing a detailed explanation of the situation and cause of the delay, along with a mitigation plan to ensure the project stays on track moving forward.

4.3. While not all three extensions may be necessary, certain unforeseen circumstances outside of our control, such as updates to Google’s algorithm, changes in legal or regulatory environments, third-party vendor issues, or other external factors that may impact the project, may necessitate additional time. We are committed to transparency and will be prepared to answer any questions regarding the cause of delays, always with the intent to maintain the quality and integrity of the deliverables, thereby serving the best interest of the client.

4.4. The 100% money-back guarantee as per Section 5.1.1 will apply only if we were given the right to deliver the full scope of work to be evaluated within the time frame specified in the Business Proposal and Delivery Schedule. If we properly request up to three (3) extensions with prior notice, and provide clear communication and transparency during the process, we shall be granted these extensions to ensure the delivery of quality results to the client. Only if we fail to provide quality results after the potential three (3) extensions, will we issue a refund of 100% of the full amount.

5. Satisfaction, Results, and Money-Back Guarantees

5.1. 100% Satisfaction & Money Back Guarantee

5.1.1. Upon engagement for our Services, a 60-90 minute onboarding session will be scheduled for you. This session is aimed at understanding your business needs, identifying the right strategy, and setting clear objectives for the project. The Money-Back Guarantee is subject to the provisions under Section 4 regarding extensions. If, after the utilization of any extensions as per Section 4, you do not find the deliverables valuable for your business, you may request a refund. Upon such request, we will provide a full refund of the purchase price, ensuring that we have adhered to the highest standards of diligence to meet the project requirements.

5.1.2. Exceptions to Money Back Guarantee

Please note, standalone Custom IT infrastructure, software development and AI installations, which are purchased and installed separately from our full suite of services, are not eligible for our money-back guarantee. These standalone installations are final sale due to the extensive customization and resources allocated for these specific installations. By proceeding with the purchase of standalone Custom IT infrastructure, software development and AI installations, clients acknowledge and agree to these terms.

5.1.3. For any other services provided, if you are not satisfied with the results, you must notify Company within 30 days of receipt of the Services. Company will provide up to three (3) changes and updates to address your concerns. If after these adjustments, the services still do not meet your satisfaction, Company will issue a refund of the purchase price for the unsatisfactory Services.

6. Responsibility for Use of Software

6.1. Disclaimer of Liability for Use

Custom Ai Power Ltd provides an installation of fully uncensored AI models. The client acknowledges and accepts that they bear sole responsibility for any and all actions, consequences, and outcomes resulting from their use of the installed software. Custom Ai Power Ltd shall not be held responsible or liable for any misuse or consequences of the use of the software by the client.

6.2. Caution in Use

The software is powerful, and its use must be approached with care and responsibility. The client agrees to use the software in a manner that complies with all applicable laws and regulations and with due regard for the rights and safety of others.

6.3. Availability

Client acknowledges that any reference to 24/7 availability in relation to the software provided by Custom Ai Power Ltd pertains solely to the accessibility and usage of the software itself, and does not imply 24/7 availability of human experts or support.

7. Term and Termination

7.1. This Agreement shall commence on the Effective Date and shall continue until the completion of the Services unless earlier terminated as provided herein.

7.2. Either Party may terminate this Agreement at any time by providing the other Party with 30 days’ written notice.

7.3. Termination Fees

In the event of early termination by the Client, Company reserves the right to charge a termination fee, the amount of which will be communicated and agreed upon at the time of termination.

7.4. Termination Before Full Delivery or Completion Period

In the event that the Client terminates this Agreement before the full delivery of the project is made or before the full completion period, the Client is obligated to pay 100% of the outstanding payment for the Services. No refunds will be offered in such cases. In the event of termination by Client, Client agrees to return or destroy all copies of any materials or software provided by Company.

8. Confidentiality

8.1. The Parties acknowledge and agree that during the course of the Services, the Parties may disclose certain confidential and proprietary information to each other. The Parties agree to maintain the confidentiality of such information and to use it solely for the purposes of this Agreement.

8.2. The term "Confidential Information" shall mean all information marked confidential or which should be reasonably understood to be confidential, including but not limited to, trade secrets, know-how, technical data, inventions, processes, formulas, source codes, algorithms, and customer lists.

8.3. Each Party agrees not to use, copy, disclose, or permit the use or disclosure of the other Party's Confidential Information except as necessary to perform its obligations under this Agreement or as required by law.

8.4. Each Party agrees to take reasonable measures to protect the other Party's Confidential Information from unauthorized access or disclosure.

8.5. The obligations of confidentiality set forth in this Section shall survive the termination or expiration of this Agreement.

9. Relationship of the Parties

9.1. The Parties acknowledge and agree that the Services performed by the Company, its employees, agents, or subcontractors shall be as an independent contractor, and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship, or otherwise between the parties. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

10. Notice

10.1. Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, sent by prepaid certified or registered mail, or sent by email to the address of the other party as set forth below. Notices shall be effective upon receipt and shall be deemed received as of the date sent if sent by email, or the date delivered if delivered in person or by courier.

10.2. If to Company:

Email: [ location.email ]

Address: [ location.full_address ]

10.3. If to Client:

Email: [ contact.email ]

Address: [ contact.full_address ]

11. Governing Law and Jurisdiction

11.1. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, without regard to its conflict of laws principles.

11.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Province of British Columbia.

12. Miscellaneous

12.1. Amendment

This Agreement may be amended or modified only by a written instrument executed by both Parties.

12.2. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications relating thereto, all of which are merged herein.

12.3. Waiver

No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party or Parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

12.4. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall remain in full force and effect.

12.5. Assignment

Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that Company may assign this Agreement to a successor to all or substantially all of its business or assets, whether by sale, merger, or otherwise.

12.6. Force Majeure

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement due to acts of God, war, terrorism, civil unrest, court order, or any other cause beyond the reasonable control of such Party.

12.7. Counterparts

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

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

Custom Ai Power Ltd.

Full Name: [ contact.first_name ] [ contact.last_name ]

Company: [ contact.company_name ]

Full Name: [ location_owner.first_name ] [ location_owner.last_name ]

Company: [ location.name ]

Agreement signed on [ right_now.little_endian_date ]