AI Use Disclosure and Acknowledgment

Data, Technology, and Security Terms for the Buckhorn AI Platform

This AI Use Disclosure and Acknowledgment (this "Agreement") is made as of [Effective date] (the "Effective Date") by and between Buckhorn AI LLC, an Idaho limited liability company ("Buckhorn AI"), and [Company legal name], a [Entity type] organized under the laws of the State of [State of organization], with its principal address at [Company address] ("Client"). Buckhorn AI and Client are each a "Party" and together the "Parties".

Background. Buckhorn AI provides Client with access to the Buckhorn AI platform, a software service that connects to Client's business systems and answers questions about Client's own data using artificial intelligence, together with its connectors, reports and related features (the "Service"). This Agreement sets out the Parties' understanding regarding the technology and automated tools used to deliver the Service, data security, and the ownership and handling of Client's data. It applies whether or not the Parties have entered into a separate subscription agreement.

Relationship to Other Agreements. This Agreement governs the subject matter addressed in it. To the extent it conflicts with any prior or existing agreement, proposal, or understanding between the Parties, including any subscription agreement, this Agreement controls as to that subject matter; all other terms of any such agreement remain in full force and effect. Where no other agreement exists between the Parties, this Agreement stands on its own as to its subject matter. This Agreement is between Client and Buckhorn AI only. It does not amend or replace any agreement between Client and Buckhorn Advisory Services LLC, doing business as Prime Ledger, which continues to govern any accounting, bookkeeping or advisory services that company provides.

Definitions. "Client Platforms" means the accounting, financial, payroll, banking, inventory, point-of-sale, email, file storage and other business software systems and online accounts that Client connects to the Service, whoever provides them, together with any successor or replacement systems. "Client Data" means the financial data and business records relating to Client, regardless of the platform on which they are maintained, including the data the Service reads from the Client Platforms and the questions and files Client's users provide. "Output" means the answers, summaries, calculations, reports, drafts and other results the Service produces for Client.

1. Technology and Automated Tools — Access, Processing, and Consent

1.1 Use of Technology Tools. Client acknowledges and agrees that the Service uses third-party software platforms and automated tools, including tools that connect to the Client Platforms through application programming interfaces (APIs), connectors, and similar integrations, in order to access, organize, process, analyze, and summarize Client Data.

1.2 Automated and AI-Assisted Processing. The Service uses artificial intelligence, including large language models provided by third parties, to produce Output. Output is generated automatically. Unlike a professional engagement, it is not reviewed or verified by a person before it is delivered to Client, unless Buckhorn AI expressly says so in writing for a particular deliverable. Output may be inaccurate, incomplete, out of date or inconsistent, even when it appears confident, precise or well supported: it may misread a record, miss data that a Client Platform did not return, make an arithmetic or logical error, or describe something that is not in Client Data at all. Warnings, source notes and checks that the Service displays reduce these risks but do not remove them. Client will review and verify Output before relying on it, acting on it, or giving it to anyone else. The Service assists, but does not replace, Client's own judgment.

1.3 Consent and Right to Limit. Client consents to Buckhorn AI's use of the technology and automated tools described in this Section. Client may disconnect any Client Platform through the Service at any time, and may, by written notice, request reasonable limitations on the use of such tools with respect to specified data. Buckhorn AI will work with Client in good faith to accommodate such requests; the Parties acknowledge that limitations may affect what the Service is able to do.

1.4 Data Use. Buckhorn AI will not use Client Data to train artificial intelligence models made available to anyone other than Client, and uses artificial intelligence model providers under terms that do not permit them to train their models on Client Data. Buckhorn AI does not sell Client Data.

1.5 No Legal or Tax Advice. The Service and its Output are not tax, legal, accounting, audit, investment, financial-planning or other professional advice, and using the Service does not create an attorney-client, accountant-client or other professional relationship. The Service does not perform any compilation, review or audit of Client's financial information and is not designed to discover errors, misrepresentations, fraud, illegal acts or theft. Client will consult its own tax, legal and accounting advisers before relying on Output for any tax return, financial statement, legal position, regulatory filing or similar matter.

1.6 Client's Decisions. Client is solely responsible for decisions it makes and actions it takes, including any payment, filing, purchase, price change, employment decision or communication, whether or not based on Output. Where the Service prepares an action for Client's approval (such as a draft email or a record to be written to a Client Platform), the action is Client's once Client approves it.

2. Data Security and Breach Notification

2.1 Information Security Program. Buckhorn AI maintains a written information security program designed to protect the confidentiality, integrity, and availability of Client's non-public personal and financial information, consistent with applicable law, including the Federal Trade Commission's Standards for Safeguarding Customer Information (16 CFR Part 314). Client Data is kept separate from every other client's data.

2.2 Notification to Client. If Buckhorn AI determines that a security incident has resulted in the unauthorized acquisition of, or access to, Client's non-public information in Buckhorn AI's possession or control, Buckhorn AI will notify Client without undue delay and in any event within thirty (30) days of such determination, and will provide the reasonably available information regarding the nature of the incident and the measures taken in response.

2.3 Cooperation and Shared Responsibility. The Parties will reasonably cooperate to investigate and remediate a security incident. Client remains responsible for the security of systems, credentials, devices, and data outside Buckhorn AI's possession or control, for deciding which of its users have access to the Service, and for connecting only Client Platforms and providing only data it is entitled to share with a service provider.

2.4 No Absolute Security; No Admission. No method of electronic transmission or storage is completely secure. Notification of an incident is not an admission of fault or liability.

3. Data and Platforms — Ownership, Access, and Transition

3.1 Ownership of Client Data. As between the Parties, the Client Data and the Output produced for Client are and remain the property of Client, regardless of the platform on which they are maintained.

3.2 Connections and Access. Where the Service holds a connection, token or other access to any Client Platform, it does so for Client's convenience and on Client's behalf, and not as owner of the Client Data. Client keeps its own subscriptions to the Client Platforms and remains responsible for their fees.

3.3 Transition on Termination. Upon termination or expiration of Client's use of the Service, and subject to Client's payment of all amounts due, Buckhorn AI will, within thirty (30) days of Client's written request made within thirty (30) days after the end date: (a) disconnect the Service from the Client Platforms; and (b) make the Client Data held in the Service and the Output available in a standard export format. After that period Buckhorn AI may delete Client Data. Buckhorn AI may retain copies as required by law or in routine backups until they expire, subject to continuing confidentiality.

3.4 Buckhorn AI Work Product. The Service and Buckhorn AI's software, connectors, prompts, playbooks, templates, automations, scripts and documentation, and all improvements to them, remain the property of Buckhorn AI and its licensors and are not part of the Client Data to be returned.

4. Subprocessors and Technology Service Providers

4.1 Authorization. Client authorizes Buckhorn AI to engage third-party technology service providers ("Subprocessors") that process Client information to deliver the Service, including providers of data hosting and databases, artificial intelligence model and automated processing services, payment processing, electronic signature, email and communication systems, and application monitoring.

4.2 Terms and Responsibility. Each Subprocessor processes data under its own terms and may operate or store data within or outside the United States. Buckhorn AI will use commercially reasonable efforts to engage Subprocessors that maintain confidentiality and security protections consistent with this Agreement, and shares Client Data with them only as needed to provide the Service.

5. Limitation of Liability and Indemnification

5.1 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW: (A) CLIENT WAIVES AND RELEASES ALL CLAIMS AGAINST BUCKHORN AI, ITS AFFILIATES AND THEIR PERSONNEL ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE OR ANY OUTPUT, AND BUCKHORN AI WILL HAVE NO LIABILITY TO CLIENT FOR THEM; (B) IF A COURT OF COMPETENT JURISDICTION HOLDS THE WAIVER IN CLAUSE (A) UNENFORCEABLE IN WHOLE OR IN PART, BUCKHORN AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE OR ANY OUTPUT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO BUCKHORN AI FOR THE SERVICE DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (C) IF A COURT OF COMPETENT JURISDICTION HOLDS THE LIMIT IN CLAUSE (B) UNENFORCEABLE, THE LIMIT WILL INSTEAD BE THE TOTAL FEES ACTUALLY PAID BY CLIENT TO BUCKHORN AI FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. CLAUSES (A) THROUGH (C) ARE SEPARATE AND INDEPENDENT; A HOLDING THAT ONE IS UNENFORCEABLE DOES NOT AFFECT THE OTHERS.

5.2 Exclusion of Certain Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

5.3 Exceptions; Confidentiality and Data Security. (a) The limitations in this Section do not apply to Client's obligation to pay fees or to Client's indemnity in Section 5.5. (b) Claims for a Party's breach of its confidentiality obligations or its data-security obligations (including Section 2) are subject to Section 5.1 like any other claim. (c) The limitations in this Section do not apply to a Party's gross negligence, willful misconduct or fraud, but only to the extent applicable law does not permit liability for them to be limited.

5.4 Time to Bring a Claim. Any claim arising out of or relating to this Agreement must be brought within one (1) year after the event giving rise to it, to the extent permitted by applicable law.

5.5 Indemnification by Client. Client will indemnify and hold harmless Buckhorn AI and its personnel from third-party claims, losses, and expenses arising out of (a) inaccurate, incomplete, or misleading information provided by Client or its representatives; (b) misrepresentation, fraud, or illegal acts by Client's management or employees; (c) Client Data that Client was not entitled to provide to the Service; or (d) Client's breach of this Agreement, except to the extent caused by Buckhorn AI's gross negligence or willful misconduct.

6. General

6.1 Term. This Agreement takes effect on the Effective Date and remains in effect for as long as Client has access to the Service. The Parties' obligations regarding confidentiality, data ownership, transition, limitation of liability and indemnification survive termination.

6.2 Governing Law. This Agreement is governed by the laws of the State of Idaho, without regard to conflict-of-laws rules. Any dispute arising out of or relating to it will be brought exclusively in the state courts located in Cassia County, Idaho, or the federal courts for the District of Idaho.

6.3 Amendments and Severability. This Agreement may be amended only by a writing signed by both Parties. If any provision is held unenforceable, it will be enforced to the maximum extent permitted by applicable law, and the remaining provisions remain in effect.

6.4 Counterparts and Electronic Signature. This Agreement may be executed in counterparts and delivered electronically. Electronic signatures have the same force and effect as original handwritten signatures. The person signing for Client represents that he or she is authorized to sign for Client and has read and understood this Agreement.

Signatures

BUCKHORN AI LLC

By: ______________________

Name: [Buckhorn AI signer name]

Title: [Buckhorn AI signer title]

Date: ______________________

CLIENT: [Company legal name]

By: ______________________

Name: [Signer name]

Title: [Signer title]

Email: [Signer email]

Date: ______________________