AI Agent Owner Beta Agreement

This Beta Agreement will be an Agreement between Company: SanctifAI Inc., with registered address at 7415 Southwest Pkwy, Building 6, Austin, TX 78735, and Customer, whether an entity or an individual owner of AI Agent, who is identified in the Platform's registration process and accepts this Beta Agreement according to the sections described below. Under this agreement, each Company and Customer shall be referred to individually as "Party" and collectively as "Parties", which will set forth terms and conditions for evaluation of the "Workflow" within Company's Platform Beta Program in its pre-release form; this may include some functionalities of the Platform and others incorporated therein collectively "Agreement".

This Agreement is binding on the individual or entity identified in the registration as the Customer or the Customer's representative, who, by clicking "Accept and Continue" at the end of this Agreement, certifies that: (i) they have the legal authority to enter into this Agreement and to bind their organization or the entity they represent to its terms; (ii) the registered email address fully identifies the Customer or the entity they represent; and (iii) their acceptance constitutes a valid electronic signature of all the terms contained herein.

This AI Agent Owner Beta Agreement becomes effective upon Customer's acceptance of the following terms.

1. Purpose

Company grants Customer (AI Agent Owner) limited, non-exclusive, and revocable access to the Company's Platform Beta Program in its pre-release form to evaluate the "Workflow" and some functionalities of the Platform, in order to allow the outputs or results of the Customer's owned AI Agent to be reviewed, analyzed, verified, validated, audited, modified, compared, improved, supplemented, or other tasks applied by authorized Human Consultant registered as a Participant in the Platform with the sole purpose of optimization and producing a new "Work Product".

2. Declaration of Ownership

Customer represents that they own all rights, titles, and interests, or the necessary licenses, to the AI Agent and the data provided to request services from Participants. Customer guarantees that it owns the intellectual property rights to the AI Agent and, if necessary, will provide supporting documentation. Customer will indemnify and hold the Company harmless from any third-party claims for intellectual property infringement related to the AI Agent.

3. Authorization of Human-in-the-Loop

Customer expressly authorizes Company to facilitate access for authorized Participants (Human Consultants) to perform tasks required by the Customer in order to optimize the results or outputs of their AI Agents. Customer acknowledges that Company's Platform intermediation and the role as facilitator through their workflow is essential for their relationship with Participants within the Beta Program, and understands that features may change and update during the Beta Program.

4. Company Intermediation

Company provides its Platform and workflow to facilitate the relationship between the AI Agent owners (Customer) and authorized Human Consultants (Participants). Customer acknowledges that the workflow includes the participation of authorized Participants as independent third parties who are governed by their own terms of service with the Platform, and Customer also selects each Participant, releasing the Company from liability for any errors the chosen Participant may make.

5. Independent Contractor Status (No Employment)

Customer acknowledge that they are a user and independent contractor that by using the Company's Platform does not create an employment, agency, or partnership relationship between the Customer and Company. Customer uses their own equipment and does not have a fixed schedule. This Beta Program does not guarantee any compensation or future employment.

6. Customer Identification as Administrator

Whoever clicks "Accept" on the web interface (whether a person or entity), enters an email address, and accepts the Clickwrap documents corresponding to this Beta Program and the policies incorporated by reference will, by default, be Account Administrator, who will be the Customer or their representative, authorized to select Participants. Customer is responsible for complying and ensuring that their AI Agents comply with the restrictions established in this document and the policies of prohibited use and acceptable use.

7. Participant Selection

Once the Customer as an Account Administrator has accepted this Beta Agreement and logged in (Post-Clickwrap), the process will be operational and under their control. Customer will access the Platform's user management panel and, using the integrated function, invite the selected Participants. When each Participant accepts the Administrator's invitation, the Company will send an internal mini-Clickwrap that the Participant must accept to continue. This mini-Clickwrap will state: "By clicking 'Accept and Join,' you certify that you have read and agree to the Human Consultant Beta Terms and all policies referenced within and incorporated into that document incorporated. You also specifically acknowledge that: a. You are an independent contractor, and your status as a Participant does not create any employment relationship with the Company. b. You will maintain strict confidentiality regarding all AI data you review from Customers. c. Your rights to use this expertise in your Portfolio are limited to the format established in the Human Consultant Beta Terms. d. All intellectual property generated from your participation as a Human Consultant through the Company's Platform belongs to the owner of the AI Agent (Customer), whether a Company or an individual."

8. Intellectual Property

The new "Work Products" generated by the Participant through the Company's Platform will be property of Customer as the service requester. Customer retains ownership rights to their AI Agent and their previous results or outputs. During and after the Beta Program, any feedback regarding structural improvements to the workflow and functionalities of the Platform will be the property of the Company. Company maintains, retains, and preserves its exclusive intellectual property rights to the Platform, the code, the Workflow, and all information of their Platform, which are considered Confidential Company Information.

9. Restrictions

Customer agrees not to infringe any of the Company's Intellectual Property rights, and to ensure that their AI Agents do not infringe any of them either, not to reverse engineer, decompile, or modify the Company's Platform, or use the test service to create competing products, and acknowledges that this is strictly prohibited. Customer also accepts and agrees to comply with the Company's Prohibited Use Policy and Acceptable Use Policy which are hereby incorporated by reference as an integral part of this Agreement. Those Policies bindingly govern the use of the Platform by the Customer. Customer guarantees that the Platform shall not be used, directly or indirectly, for any illicit, prohibited, or harmful purposes. Any breach of said Policies shall entitle the Company to the automatic termination of the Beta Program. Customer assumes full responsibility for any activity that contravenes these terms and its policies incorporated herein, including those carried out by its AI Agent, as if such activities had been performed by the Customer itself.

10. Data Responsibility

Data and results of the work of AI Agents that Customer uploads to the Platform during the Beta Program will be considered Customer Data and Confidential Customer Information. Customer is responsible for ensuring that the data processed by their AI Agent does not violate privacy laws or contain sensitive personal data, as this data will be visible to Participants. Upon termination or suspension of access to the Beta Program, the Company may delete the data uploaded by the Customer without obligation to notify the Customer or create a backup copy.

11. Confidentiality

Customer agrees that the Company's Platform, all its features, functionalities, and any associated documentation provided as part of the Beta program are confidential information of the Company that Customer shall not disclose to any third party without the Company's prior written consent. During and after the Beta Program, Customer agrees: (i) to treat Participant information as strictly Confidential Information; (ii) not to use their data, such as names, profiles, and performance metrics or others, for any purpose other than the evaluation of the Beta Program; and (iii) comply with applicable Data Protection laws. Any non-public information obtained during testing (including knowledge of internal functionalities) is Confidential Information of the Company.

12. Feedback

Customer agrees to provide reasonable feedback regarding their experience with the Company's Platform workflow and its functionalities generated within the Beta program in its launch version. Company may use such feedback to improve the workflow and functionalities in the Platform. During and after the Beta Program any feedback to structural improvements to the workflow generated will be property of the Company.

13. Access Fee

The Customer agrees to pay a one-time, non-refundable access fee for the Beta Program, processed through Stripe upon registration.

14. Service Payments

When the Customer commissions a Participant to perform a task, they agree to pay the total amount specified in the Work Order upon delivery of the new "Work Product."

15. Platform Fee

The Customer acknowledges that the Company will retain a commission of 10% (Fee for the use of the platform's intermediation technology and infrastructure) for each payment made to Participants for the generation of new "Work Products."

16. Taxes

All fees exclude applicable taxes, which will be calculated at checkout.

17. No Support

Beta Program does not include support of any kind. Customer agrees that Customer is responsible for their use of the Company's Platform and its Workflow within Beta Program and Company is not liable under any circumstances.

18. Disclaimer of Warranty

Beta Program service of the Platform is provided by Company "AS IS" and "AS AVAILABLE" without any warranty, express or implied, of performance, availability, functionality, stability, nor any warranty of merchantability or fitness for a particular purpose. Company does not guarantee a solution of problems; it only guarantees access to the Beta Program.

19. No Liability

The Company acts solely as a facilitator. In no event shall the Company be liable to Customer for the accuracy of Human Consultant or for decisions the Customer makes based on feedback provided by authorized Human Consultant within the Company's Platform.

20. Term and Termination

Beta Program shall commence on the Effective Date, that is, date of electronic acceptance of this Agreement as a clickwrap document through the "click-to-accept" process after registration of the Customer, and will remain in effect while the Beta program remains enabled by the Company. For each Customer project that Participant serves, this will begin from the moment the Participant clicks "accept" on the Customer's invitation until the final work is delivered and receives Customer's approval. Either Party may terminate this Beta Agreement at any time before its termination; Customer canceling the Service account of Beta Program on the same Company's Platform, and Company suspending access with or without prior notice to the Customer's registered email address. Upon termination or expiration of this agreement Customer's right to access and use the Company's Platform will cease immediately.

21. No Circumvention

Customer agrees not to directly contact Participants discovered through the Company's Platform to offer services outside of the Company's workflow.

22. Comprehensive and Binding Acceptance

By clicking the "Accept and Continue" button, the Customer expressly and unconditionally accepts this Beta Agreement, which integrates the terms of the Beta program, Prohibited Use Policy and Acceptable Use Policy as a single body of rules, the breach of any of its sections constituting a material breach of the entire Agreement, entitling the Company to the automatic termination of the Beta Program.