Last Updated: March 2026

These Terms and Conditions govern the provision of all consulting services (referred to as "Services") by Secure AI, LLC (referred to as "Consultant"). These Terms and Conditions apply regardless of any conflicting, contrary, or additional terms and conditions that may be included in any signed proposal, service agreement, statement of work (collectively referred to as "Service Agreement"), or other communications or documents (collectively referred to as "Engagement Order") provided by the client (referred to as "Client"). These Terms and Conditions may only be waived or modified in a written agreement signed by an authorized representative of Consultant. Neither Consultant's acknowledgment of an Engagement Order nor Consultant's failure to object to any conflicting, contrary, or additional terms and conditions in an Engagement Order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions herein.

1. SCOPE OF SERVICES: Consultant provides consulting services in the fields of artificial intelligence and cybersecurity, including but not limited to: AI strategy consulting, AI implementation consulting, cybersecurity advisory, compliance and governance consulting, virtual Chief Information Security Officer (vCISO) consulting, digital transformation advisory, and cybersecurity risk assessments. Services may be delivered through one-on-one consulting engagements, group consulting engagements, or a combination thereof, as specified in the applicable Service Agreement or Engagement Order. All Services are performed remotely via online communication platforms unless otherwise agreed upon in writing.

2. ENGAGEMENTS: Client may initiate consulting engagements by signing Consultant's proposal, executing a Service Agreement, or booking a consultation through Consultant's online scheduling system. The Service Agreement or proposal shall identify the specific Services, scope of work, applicable fees, hourly rates, retainer amount, and engagement timeline. All engagements are subject to acceptance by Consultant. A signed proposal from Consultant shall be recognized as the Engagement Order and shall constitute the contractual agreement between Client and Consultant, subject to these Terms and Conditions. Consultant reserves the right to decline or discontinue any engagement at its sole discretion.

3. ASSESSMENTS: Consultant may conduct an initial assessment of Client's current AI and/or cybersecurity posture prior to or at the commencement of a consulting engagement. The assessment is a billable service and shall be charged at the rate specified in the applicable Service Agreement or proposal. The assessment fee is due and payable prior to the commencement of the assessment. Assessment fees are non-refundable once the assessment has commenced.

4. RETAINER AND PAYMENT TERMS:

a) Retainer Deposit: Client agrees to pay a retainer fee deposit at the time the engagement commences, which funds are to be held by Consultant and applied against future Services rendered ("Retainer"). The retainer amount shall be specified in the applicable Service Agreement or proposal. Consultant shall not commence work until the Retainer has been received in full.

b) Application of Retainer: Consultant shall apply fees for Services rendered against the Retainer balance. Consultant shall provide Client with periodic itemized statements detailing the hours worked, services performed, hourly rate applied, and the remaining Retainer balance. Client acknowledges that the Retainer is not a flat fee for services and that the actual cost of services may be more or less than the Retainer amount.

c) Retainer Replenishment: When the Retainer balance falls below a threshold specified in the Service Agreement (or, if no threshold is specified, below twenty-five percent (25%) of the original Retainer amount), Client shall replenish the Retainer to its original amount within ten (10) business days of receiving written notice from Consultant. Failure to replenish the Retainer within the specified period shall constitute grounds for Consultant to suspend or terminate Services without liability.

d) Retainer Exhaustion: Upon exhaustion of the Retainer, Consultant shall cease rendering Services until Client elects to replenish the Retainer or the engagement is terminated. Client is under no obligation to replenish the Retainer and may elect to conclude the engagement at that time. Any Services rendered in excess of the Retainer balance shall be invoiced separately and are due and payable within ten (10) business days of the invoice date.

e) Unused Retainer: Upon completion or termination of the engagement, any unused portion of the Retainer shall be refunded to Client within thirty (30) days, less any outstanding fees or charges for Services already rendered.

5. ACCEPTED PAYMENT METHODS AND TRANSACTION FEES:

a) Payment Methods: All payments shall be made via ACH (Automated Clearing House) bank transfer or credit card. Consultant does not accept payment by check, cash, wire transfer, or cryptocurrency unless expressly agreed upon in writing.

b) Credit Card Transaction Fee: If Client elects to pay by credit card, a transaction processing fee shall be assessed and added to the total amount charged. The transaction fee shall be disclosed to Client at the time of payment and shall reflect the actual processing costs incurred by Consultant. By electing to pay by credit card, Client expressly agrees to pay the transaction processing fee in addition to the fees for Services rendered.

c) ACH Payments: Payments made via ACH bank transfer shall not be subject to a transaction processing fee. ACH payments that are returned or rejected for any reason, including but not limited to insufficient funds, shall be subject to a $35.00 returned payment fee. In the event of a returned ACH payment, Client shall remit the original payment amount plus the returned payment fee within five (5) business days.

d) Late Payment: If Client fails to make any payment when due, including Retainer replenishment, the outstanding balance shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the highest rate permissible under applicable law, whichever is lower, from the date payment was due until paid in full. Client shall also be responsible for all costs of collection, including reasonable attorneys' fees and court costs, incurred by Consultant in pursuing payment.

6. TAXES: The fees for consulting Services provided by Consultant are not subject to Wyoming state sales tax, as professional consulting services performed remotely are exempt from sales tax under the laws and regulations of the State of Wyoming as administered by the Wyoming Department of Revenue. Client acknowledges that Consultant's tax obligations in other jurisdictions may vary based on the nature and location of Services, applicable nexus thresholds, and the laws and regulations of the Client's jurisdiction. If any taxing authority requires the collection of sales, use, or similar taxes on the Services provided hereunder, such taxes shall be the responsibility of the Client and shall be added to the applicable fees. Consultant makes no representations or warranties regarding the tax treatment of the fees paid by Client, and Client is encouraged to consult with its own tax advisor regarding any tax implications.

7. CANCELLATION AND RESCHEDULING:

a) One-on-One Consulting Sessions: Client must provide at least forty-eight (48) hours' advance written notice to cancel or reschedule a scheduled one-on-one consulting session. Failure to provide adequate notice, or failure to attend a scheduled session without notice ("no-show"), shall result in the session fee being deducted from the Retainer at the full applicable hourly rate for the scheduled session duration.

b) Group Consulting Engagements: Once a Client has enrolled in a group consulting engagement and the engagement has commenced, the full engagement fee is earned and non-refundable. Client may designate a substitute attendee from the same organization with Consultant's prior written approval.

c) Consultant Cancellation: Consultant reserves the right to cancel or reschedule any session due to illness, emergency, or circumstances beyond Consultant's reasonable control. In such cases, Consultant shall make reasonable efforts to reschedule the session at a mutually agreeable time at no additional charge.

8. CLIENT RESPONSIBILITIES: Client acknowledges that the success of the consulting engagement depends in part on Client's active participation and cooperation. Client agrees to:

(a) provide timely access to relevant information, data, systems, and personnel as reasonably requested by Consultant;

(b) designate a primary point of contact for communication with Consultant;

(c) make timely decisions and provide approvals as necessary to avoid delays in the engagement; and

(d) implement recommendations and strategies at Client's own discretion and sole responsibility.

Client is solely responsible for all business decisions made based on Consultant's advice and recommendations. Consultant does not implement changes to Client's systems, networks, or infrastructure unless expressly agreed upon in a separate written agreement.

9. CONFIDENTIALITY: Each party agrees to maintain in confidence all proprietary or confidential information disclosed by the other party during the course of the consulting engagement ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, financial data, technical information, client lists, trade secrets, AI implementations, cybersecurity assessments, vulnerability reports, security audit findings, network architecture details, and any other information designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

This obligation of confidentiality shall survive the termination or completion of the consulting engagement for a period of three (3) years.

Confidentiality obligations shall not apply to information that:

(a) is or becomes publicly available through no fault of the receiving party;

(b) was known to the receiving party prior to disclosure;

(c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or

(d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives the disclosing party prompt written notice of such requirement to the extent legally permissible.

10. FORCE MAJEURE: Consultant shall not be liable for any failure to fulfill its obligations or for delays in the delivery of Services due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters; acts or omissions of third parties or civil or military authorities; government actions, changes in law or regulation; fire, strikes, floods, epidemics, pandemics; quarantine restrictions, riots, war, acts of terrorism; power outages, internet service disruptions, cyberattacks, or technology platform failures beyond Consultant's control. In the event of any such force majeure event, Consultant's time for performance shall be extended for the duration of the delay. Alternatively, Consultant may, at its option, cancel any engagement or remaining portion thereof without liability by providing written notice of such cancellation to Client.

11. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY: THE SERVICES PROVIDED BY CONSULTANT ARE ADVISORY AND CONSULTATIVE IN NATURE. CONSULTANT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SERVICES OR ANY RECOMMENDATIONS, STRATEGIES, ASSESSMENTS, OR DELIVERABLES PROVIDED HEREUNDER. Consultant does not guarantee any specific business outcomes, results, or return on investment from the implementation of its recommendations. AI and cybersecurity consulting involves inherent uncertainties, and Client acknowledges that results may vary based on numerous factors beyond Consultant's control, including but not limited to Client's implementation decisions, market conditions, technology changes, evolving threat landscapes, and third-party actions.

Consultant does not warrant that any AI solution, cybersecurity strategy, or recommendation will render Client's systems or operations immune from security breaches, data loss, cyberattacks, or other incidents. Client acknowledges that no cybersecurity measure can guarantee absolute protection.

IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. This includes, but is not limited to, damages for business interruption, loss of profit or revenue, loss of data, security breaches, system failures, cost of substitute services, injury to reputation, or loss of customers. Client's recovery from Consultant for any claim shall not exceed the total fees actually paid by Client to Consultant for the specific consulting engagement giving rise to such claim during the twelve (12) months preceding the date the claim arose, regardless of the nature of the claim, whether in contract, warranty, tort, or otherwise. This limitation of liability shall apply even if Consultant has been advised of the possibility of such damages.

12. INDEMNIFICATION: Client agrees to indemnify, defend, and hold Consultant and its officers, members, employees, agents, and contractors harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Client's implementation or use of any recommendations, strategies, or deliverables provided by Consultant;

(b) Client's failure to comply with applicable laws, regulations, or industry standards;

(c) any breach of these Terms and Conditions by Client;

(d) any third-party claims related to Client's business operations, AI implementations, or cybersecurity posture; or

(e) Client's failure to implement or follow Consultant's recommendations regarding cybersecurity protections or AI governance.

13. INTELLECTUAL PROPERTY: All methodologies, frameworks, tools, templates, proprietary processes, and pre-existing intellectual property used by Consultant in the delivery of Services shall remain the sole and exclusive property of Consultant. Client shall receive a non-exclusive, non-transferable, revocable license to use any deliverables created specifically for Client's engagement, solely for Client's internal business purposes, subject to full payment of all applicable fees.

Client acknowledges that the Services, including any strategies, recommendations, and deliverables, contain proprietary information belonging to Consultant. Client agrees not to reproduce, distribute, sublicense, sell, or disclose any proprietary materials, methodologies, or deliverables to third parties without the prior written consent of Consultant. Client shall not reverse engineer, decompile, or attempt to derive the underlying methods or processes of any tools, templates, or proprietary systems used by Consultant.

14. NON-SOLICITATION: During the term of any consulting engagement and for a period of twelve (12) months following the completion or termination of such engagement, Client agrees not to directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of Consultant, or any individual who performed Services on behalf of Consultant during the engagement, without Consultant's prior written consent.

15. TERMINATION:

a) Termination by Client: Client may terminate a consulting engagement at any time by providing written notice to Consultant. Upon termination, Client shall pay for all Services rendered and expenses incurred through the date of termination. Any remaining unused Retainer balance shall be refunded to Client within thirty (30) days of termination, less any outstanding fees or charges.

b) Termination by Consultant: Consultant may terminate a consulting engagement at any time, with or without cause, by providing written notice to Client. Grounds for termination include, but are not limited to: Client's failure to pay any fees or replenish the Retainer when due; Client's breach of any provision of these Terms and Conditions; Client's failure to cooperate or provide information necessary for Consultant to perform Services; or any circumstance that would render Consultant's continued performance impractical, unethical, or contrary to applicable law.

c) Effect of Termination: Termination of an engagement shall not relieve Client of any obligation to pay for Services already rendered or release either party from obligations that by their nature survive termination, including but not limited to confidentiality, indemnification, limitation of liability, intellectual property, and non-solicitation.

16. INDEPENDENT CONTRACTOR: Consultant is an independent contractor and nothing in these Terms and Conditions shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between Client and Consultant. Consultant retains full control over the manner and means by which Services are performed. Consultant is not authorized to act as an agent of Client and shall not represent itself as such to any third party.

17. GENERAL: The singular and plural forms of terms used herein shall be interchangeable. Neither party may assign or transfer any rights, duties, agreements, or obligations under these Terms and Conditions, whether by operation of law, merger, or otherwise, without the prior written consent of the other party. Any attempted or purported assignment without such consent shall be void. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The waiver of any provision or breach of these Terms and Conditions shall not be deemed a waiver of any other provision or subsequent breach. If any provision is prohibited or unenforceable in any jurisdiction, it shall be ineffective in that jurisdiction to the extent of such prohibition or unenforceability, without invalidating the remaining provisions or affecting the validity or enforceability of that provision in any other jurisdiction. The section titles used in these Terms and Conditions are for convenience only and have no legal or contractual effect.

18. GOVERNING LAW: This agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.

19. DISPUTES: Any disputes arising under or relating to any contract or agreement concerning the Services, which cannot be resolved between Consultant and Client through good-faith negotiation, shall be resolved exclusively in the courts of competent jurisdiction located in the State of Wyoming. Client hereby consents and agrees that jurisdiction and venue for any such legal proceedings shall lie with the courts in the State of Wyoming. At Consultant's sole discretion, such action may be heard in a different location designated by Consultant, if necessary to acquire jurisdiction over third parties, in order to resolve the entire dispute in a single proceeding. By entering into any contract or agreement with Consultant, Client agrees to appear in and submit to the jurisdiction of the courts of the State of Wyoming, or any other location designated by Consultant as provided above.

20. ENTIRE AGREEMENT: These Terms and Conditions, together with any applicable Service Agreement, proposal, or Engagement Order, constitute the entire agreement between Client and Consultant with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether written or oral.

Secure AI, LLC is a Service-Disabled Veteran-Owned Small Business (SDVOSB) registered in the State of Wyoming.

For questions regarding these Terms and Conditions, please contact:

Secure AI, LLC

Email: [email protected]

Website: https://secureai.llc