Human Consultant Beta Terms

This Beta Agreement will be an Agreement between Company: SanctifAI Inc., with registered address at 7415 Southwest Pkwy, Building 6, Austin, TX 78735, and Participant: whether an individual or entity, who is identified in the Platform's registration process and accepts this Human Consultant Beta Terms according to the sections described below. Under this agreement, each Company and Participant 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 Participant or the Participant's representative, who, by clicking "Accept and Continue" on an Customer's invitation, certifies that: (i) they have the legal authority to accept this Beta Terms and our policies bind themselves or the entity they represent; (ii) the registered email address fully identifies the Participant or the entity they represent; and (iii) their acceptance constitutes a valid electronic signature of all the terms contained herein.

These Human Consultant Beta Terms become effective upon the Participant's acceptance of the following terms.

1. Purpose

Company grants the Participant (Human Consultant) limited, non-exclusive, and revocable access to the Company's Platform Beta Program in its pre-launch form to evaluate the "Workflow" and certain Platform functionalities. This access allows the registered Platform Participant to provide human consulting services for the review, analysis, verification, validation, auditing, modification, comparison, improvement, supplementation, or other tasks requested by Customers registered on the Company's Platform. These services may be applied to the results and outputs produced by the Customer's AI agents.

2. Independent Status (No Employment)

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

3. Participant Selection

From the Platform's user management panel, registered Customers, as Account Administrators, can invite Participants to provide consulting services regarding the Customer's AI Agent results. The selected Participant(s) must accept and proceed with the Customer's invitation. This invitation will be sent along with an internal mini-Clickwrap from the Company, which must be accepted 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."

4. Professional Portfolio

Company's Platform will promote the presentation of Participants through Professional Portfolios where they declare and describe their previous professional experience, and the experience they gain through the Platform. In these Portfolios they may indicate their role as a "Human Consultant" and describe their achievement in general terms, including identifying Customers they work with unless a Customer requests confidentiality, in which case only the results will be described in general terms. Participant will also be granted the right to make these same descriptions in their CV, Personal Portfolio or LinkedIn Profile during and after the Beta Program.

5. Prohibitions

Participant is strictly prohibited from:

• Data Disclosure: Outputs or results generated by the Customer's AI Agents, including additional information (screenshots, transcripts or summaries of results, instructions) that are uploaded to the Platform to request human intervention, are Customer information and must not be disclosed.
• Disclosure of Results: Except for the general description permitted in the Participants' Professional Portfolios, it is prohibited to disclose the results of the final product, which become the property of the Customer. The methodology used to solve the problem on the Platform may also not be disclosed and remains the property of the Participant.
• Customer Identification: Identification of the Customer that Participants have worked with, if the Customer requests by writing on the specific project that their identification be kept confidential as part of the initial requirement for human intervention services on the Platform.
• Trade Secrets: Disclosing the internal logic, workflow steps, or any non-public features of the Company's Platform or its workflow.

6. Unauthorized Disclosure

Any unauthorized disclosure, and breach of the preceding section will be considered a serious breach of this document. This will result in the immediate termination of access to the Platform.

7. Intellectual Property (IP)

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.

8. Restrictions

Participant agrees not to infringe any of the Company's Intellectual Property rights, 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. Participant 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 Participant. Participant 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. Participant assumes full responsibility for any activity that contravenes these terms and its policies incorporated herein.

9. Participant Data

Data that a Participant uploads to the Platform during the Beta Program will be considered Participant Data and Confidential Information of the Participant, unless it pertains to or is related to the new "Work Product" generated by the Participant, which ownership will be assigned to the Customer requesting the service and inviting the Participant. In such cases, the Work Product becomes Customer Data once it is delivered and the Customer has given their consent. Participant is responsible for not uploading Sensitive Personal Data to the Platform during the Beta Program. Upon termination or suspension of access to the Beta Program, Company could delete data uploaded by Participant without any obligation to notify the Participant or create a backup copy.

10. Confidentiality

Participant agrees that all features, functionalities and the workflow of the Company's Platform, and any documentation provided and associated with the Beta Program are confidential information of the Company that Participant shall not disclose to any third party without the Company's prior written consent. During the Beta Program, the Participant will have access to proprietary AI logic, data and outputs or results of AI Agents' work from Customers, and agrees to: (i) not disclose, copy, or capture any information or work output from the Customer's AI Agent received to provide Human Consultant services; (ii) use the information or work output from the Customer's AI Agent exclusively within the Platform. Participant agrees that any non-public information obtained during the Beta Program testing (including knowledge of internal functionalities and workflow) is Confidential Company Information.

11. Feedback

Participant agrees to provide reasonable feedback regarding their experience with the Company's Platform workflow and its functionalities generated within the Platform during 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.

12. Earnings Commission

Participant acknowledges that the Company acts as a collection agent for services rendered to Customers. For each payment received from Customers for the generation of new "Work Products," Company will deduct a commission of 10% as a fee for the Platform service and workflow tools.

13. Stripe Account

Participant must create and maintain a valid Stripe Connect account to receive payments. Payments will be disbursed according to Stripe's payment schedule.

14. Independent Status

Participant is solely responsible for declaring and paying their own income taxes. The payment received (less the Platform Fee) constitutes a professional fee and does not imply an employment relationship with the Company.

15. No Support

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

16. 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.

17. No Liability

Company acts solely as a facilitator. In no event shall the Company be liable for the Participant's final work, nor for any damages arising from or related to Customer's participation in the Beta program or that of their AI Agents, nor for decisions the Customer makes based on feedback provided by Participant as an authorized Human Consultant within the Company's Platform.

18. 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 Participant, 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; Participant canceling the Service account of Beta Program on the same Company's Platform, and Company suspending access with or without prior notice to the Participant's registered email address. Upon termination or expiration of this agreement Participant's right to access and use the Company's Platform will cease immediately.

19. No Circumvention

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

20. Comprehensive and Binding Acceptance

By clicking the "Accept and Continue" button, Participant expressly and unconditionally accepts Human Consultant Beta Terms, 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.