Buckhorn AI Subscription Agreement

This Subscription Agreement (the "Agreement") is entered into as of [Effective date] (the "Effective Date") 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".

Key terms

Seats at signing: [Seats]

Fee per seat: $500.00 per seat per month

Minimum monthly fee: $2,000.00 per company per month

Monthly discount: [Monthly discount]

Discount end date: [Discount end date]

Initial term: [Initial term (months)] months from the Effective Date, renewing automatically as set out in Section 6

Client notice contact: [Signer email]

Billing contact (if blank, the notice contact): [Billing email]

Payment method: automatic charge through Stripe to the card or bank account (ACH) Client keeps on file

1. The Service

1.1 Service. Buckhorn AI will provide 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 as Buckhorn AI makes them generally available (the "Service").

1.2 Seats. A "seat" is one named individual user authorized by Client to access the Service. Seats may not be shared. Client may add seats at any time through the Service or by written request; added seats are billed from the date they are added. Client may remove seats effective at the start of the next monthly billing period.

1.3 Changes to the Service. Buckhorn AI may update and improve the Service from time to time. Buckhorn AI will not materially reduce the core functionality of the Service during a paid term without giving Client at least thirty (30) days' notice, in which case Client may terminate under Section 9.3.

1.4 AI Use Disclosure. Client acknowledges that answers, reports and other output of the Service are generated in part by artificial intelligence, may be incomplete or wrong, and must be reviewed by Client before Client relies on them. The Service does not provide tax, legal, accounting or other professional advice. The AI Use Disclosure and Acknowledgment (Data, Technology, and Security Terms) that Buckhorn AI provides with this Agreement forms part of this Agreement (the "AI Use Disclosure").

1.5 Other systems. Connections to systems not listed are scoped and quoted separately and may be included at Buckhorn AI's discretion.

2. Fees

2.1 Monthly fee. For each monthly billing period Client will pay the greater of (a) $500.00 multiplied by the number of seats in effect during that period, or (b) $2,000.00 (the "Minimum Monthly Fee"). The Minimum Monthly Fee applies per company, regardless of how few seats are in use.

2.2 Proration. Seats added during a billing period are charged pro rata for the remainder of that period, subject always to the Minimum Monthly Fee.

2.3 Taxes. Fees exclude sales, use, value-added and similar taxes. Client is responsible for any such taxes, other than taxes on Buckhorn AI's net income, and Buckhorn AI will add them to invoices where required by law.

2.4 Third-party platform fees. The Service connects to accounting, payroll, point-of-sale, banking and other software platforms that Client uses ("Client Platforms"). All subscription fees, licensing costs, user fees, transaction fees and any other charges imposed by the providers of Client Platforms or by financial institutions are the sole responsibility of Client and are not included in the fees under this Agreement. Buckhorn AI is not required to advance, pay or reimburse any such costs on Client's behalf unless expressly agreed in writing. Client will maintain active subscriptions to the Client Platforms it connects to the Service.

2.5 Price changes. A price increase takes effect only at the start of a renewal term, and only if Buckhorn AI gives Client written notice of it at least one hundred twenty (120) days before the end of the then-current term, so that Client may give notice of non-renewal under Section 6.2. Fees will not change during a term except as Client adds seats or a discount under Section 2.6 ends.

2.6 Discount. If the Key Terms state a monthly discount, the monthly fee under Section 2.1 is reduced by that amount for each monthly billing period that begins on or before the discount end date stated in the Key Terms, but never below $0.00. From the first billing period that begins after that date, the full monthly fee applies. If the Key Terms state "None", there is no discount.

3. Automatic Billing

3.1 Authorization. By signing this Agreement, Client authorizes Buckhorn AI, through its payment processor Stripe, Inc. ("Stripe"), to charge the fees and any applicable taxes, monthly in advance on or about the same day each month, to the credit card, debit card or bank account (ACH debit) Client provides, until this Agreement ends or Client revokes the authorization as described below. Charges for added seats may be made when the seats are added.

3.2 Payment details. Client will keep a valid payment method on file. Payment details are collected and stored by Stripe, not by Buckhorn AI, and are subject to Stripe's terms and privacy policy. Client represents that it is authorized to use the payment method it provides.

3.3 Revoking the authorization. Client may revoke this authorization by written notice to Buckhorn AI or by removing its payment method through the Service. Revocation stops future charges but does not end this Agreement or Client's obligation to pay fees for the remainder of the current term; Client must then pay by another method Buckhorn AI accepts.

3.4 Receipts. Stripe will send a receipt for each charge to Client's billing contact.

3.5 No access until first payment. Buckhorn AI is not required to make the Service available until Client has a valid payment method on file and the first monthly fee has been successfully charged.

4. Late Payment

4.1 Failed or late payment. If a charge fails or any amount is not paid when due, Buckhorn AI will notify Client and may retry the charge. Any amount that remains unpaid ten (10) days after its due date accrues a late charge of one and one-half percent (1.5%) per month, or the highest rate permitted by law if lower, from the due date until paid.

4.2 Collection costs. Client will reimburse Buckhorn AI's reasonable costs of collecting overdue amounts, including reasonable attorneys' fees.

5. Suspension

5.1 For non-payment. If any amount remains unpaid more than ten (10) days after its due date, Buckhorn AI may, after giving Client at least five (5) days' written notice, suspend Client's access to the Service until all overdue amounts are paid. Fees continue to accrue during a suspension for non-payment. Client acknowledges that Buckhorn AI is not required to continue providing the Service when Client fails to pay on a timely basis, and Buckhorn AI is not liable for any damages resulting from a suspension for non-payment, including any delays, missed deadlines, penalties or third-party impacts.

5.2 For risk. Buckhorn AI may suspend access immediately, and will notify Client promptly, if Client's use of the Service threatens the security, integrity or availability of the Service or of other clients' data, or violates law. Buckhorn AI will restore access once the cause is resolved.

6. Term and Renewal

6.1 Term. This Agreement begins on the Effective Date and continues for the initial term stated in the Key Terms.

6.2 Automatic renewal. AT THE END OF THE INITIAL TERM AND EACH RENEWAL TERM, THIS AGREEMENT RENEWS AUTOMATICALLY FOR A RENEWAL TERM OF THE SAME LENGTH, AND THE FEES FOR THE RENEWAL TERM WILL BE CHARGED TO CLIENT'S PAYMENT METHOD ON FILE, UNLESS EITHER PARTY GIVES WRITTEN NOTICE OF NON-RENEWAL AT LEAST NINETY (90) DAYS BEFORE THE END OF THE THEN-CURRENT TERM.

6.3 Renewal reminder. Buckhorn AI will send Client a reminder of the upcoming renewal, the renewal term, the fees and the last day to give notice of non-renewal under Section 6.2 at least thirty (30) days before that last day, that is, at least one hundred twenty (120) days, and not more than one hundred fifty (150) days, before the end of each term of twelve (12) months or longer.

6.4 How to cancel. Client may give notice of non-renewal by email to Buckhorn AI at the notice address in Section 12.4 or through the Service.

6.5 Mutual termination. The Parties may terminate this Agreement at any time by mutual written agreement (including by email) specifying the effective termination date. Unless otherwise agreed in writing, Client remains responsible for fees incurred through the effective termination date.

6.6 Early termination by Client. If Client ends this Agreement before the end of the then-current term, other than by mutual written agreement under Section 6.5 or under Section 9.1 or 9.3, the monthly fees for the remaining months of that term, at the number of seats in effect on the date Client ends it and subject to the Minimum Monthly Fee, will be due and may be charged immediately to Client's payment method on file.

7. Client Data and Confidentiality

7.1 Client owns its data. As between the Parties, Client owns all data, records and content that Client or its systems provide to the Service, and the reports and answers the Service produces from them for Client ("Client Data"). Buckhorn AI acquires no ownership of Client Data.

7.2 Buckhorn AI's use of Client Data. Buckhorn AI will use Client Data only to provide, secure, support and improve the Service for Client, and as required by law. Buckhorn AI will not sell Client Data, and will not use Client Data to train artificial intelligence models made available to anyone other than Client. Buckhorn AI may share Client Data with its subprocessors (including hosting, database, payment and artificial intelligence model providers) only as needed to provide the Service and under confidentiality obligations at least as protective as this Section 7.

7.3 Security. Buckhorn AI will maintain reasonable administrative, technical and physical safeguards designed to protect Client Data, including keeping each client's data separate from every other client's, as described further in Section 2 of the AI Use Disclosure. Client acknowledges that no method of electronic transmission or storage is completely secure, and Buckhorn AI does not guarantee absolute security.

7.4 Confidential Information. "Confidential Information" means non-public information a Party discloses to the other that is marked confidential or would reasonably be understood to be confidential, including Client Data and the non-public parts of the Service. The receiving Party will use the other's Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors and advisers who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving Party, was known to it without restriction before disclosure, is independently developed, or is rightfully received from a third party. A Party may disclose Confidential Information when required by law, after giving the other Party prompt notice where lawful.

7.5 Buckhorn AI's property. Buckhorn AI and its licensors own the Service, its software, connectors, prompts, playbooks and documentation, and all improvements to them. Client receives only the right to use the Service during the term under this Agreement. Feedback Client gives about the Service may be used by Buckhorn AI without obligation.

7.6 Return of data. When this Agreement ends, Buckhorn AI will make Client Data available for export as described in Section 3.3 of the AI Use Disclosure. After that period Buckhorn AI may delete Client Data, except copies kept in routine backups until they expire or as required by law.

7.7 Client's records. Client should retain all original documents and data that form the basis of its financial information. Client is the sole custodian of its original records. The Service and its copies of Client Data are not a substitute for Client's own records, and events beyond Buckhorn AI's control may make them unavailable.

8. Warranties, Disclaimers and Liability

8.1 Mutual. Each Party represents that it has authority to enter into this Agreement.

8.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND BUCKHORN AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. BUCKHORN AI DOES NOT WARRANT THAT OUTPUT OF THE SERVICE WILL BE ACCURATE OR COMPLETE.

8.3 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) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY; (C) IF A COURT OF COMPETENT JURISDICTION HOLDS THE WAIVER IN CLAUSE (A) UNENFORCEABLE IN WHOLE OR IN PART, BUCKHORN AI'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE OR ANY OUTPUT WILL NOT EXCEED THE FEES CLIENT ACTUALLY PAID UNDER THIS AGREEMENT IN THE ONE (1) MONTH BEFORE THE EVENT GIVING RISE TO THE CLAIM; AND (D) IF A COURT OF COMPETENT JURISDICTION HOLDS THE LIMIT IN CLAUSE (C) UNENFORCEABLE, THAT LIMIT WILL INSTEAD BE THE FEES CLIENT ACTUALLY PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. CLAUSES (A) THROUGH (D) ARE SEPARATE AND INDEPENDENT; A HOLDING THAT ONE IS UNENFORCEABLE DOES NOT AFFECT THE OTHERS, AND EACH APPLIES TO EVERY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE.

8.4 Confidentiality and data security. Claims for a Party's breach of its confidentiality obligations or its data-security obligations under this Agreement or the AI Use Disclosure (including Sections 7.2 to 7.4 of this Agreement and Section 2 of the AI Use Disclosure) are subject to Section 8.3 like any other claim.

8.5 Exceptions. THE LIMITS IN SECTION 8.3 DO NOT APPLY TO CLIENT'S OBLIGATION TO PAY FEES OR TO CLIENT'S INDEMNITY IN SECTION 8.6. THEY 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.

8.6 Indemnification by Client. Client will indemnify and hold harmless Buckhorn AI and its personnel from third-party claims, losses, and expenses (including reasonable attorneys' fees) 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. This obligation survives termination.

8.7 Time to bring a claim. Neither Party may bring any action arising out of or relating to this Agreement, regardless of form, more than one (1) year after the event giving rise to it, to the extent permitted by applicable law. Where applicable law does not permit that period to be shortened, the shortest period it permits applies.

8.8 Jury and class waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. Client will bring any claim only in its individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding.

8.9 Allocation of risk. The fees reflect the allocation of risk in this Section 8, which is an essential basis of the bargain. The limits in this Section 8 apply even if a limited remedy fails of its essential purpose.

9. Termination

9.1 For breach. Either Party may terminate this Agreement by written notice if the other Party materially breaches it and does not cure the breach within thirty (30) days after receiving notice describing it (ten (10) days for non-payment).

9.2 For insolvency. Either Party may terminate this Agreement by written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy or receivership proceedings that are not dismissed within sixty (60) days.

9.3 For a material reduction of the Service. If Buckhorn AI gives notice under Section 1.3, Client may terminate this Agreement by written notice within thirty (30) days after that notice and receive a pro rata refund of any prepaid fees for the period after termination.

9.4 Effect. When this Agreement ends, Client's access to the Service ends, Client will pay all fees accrued through the end date, and Sections 2.3, 2.4, 4, 6.6, 7, 8, 9.4, 10, 11, 12, 13.3 and 13.4 survive.

10. Assignment

10.1 By Buckhorn AI. Buckhorn AI may assign or transfer this Agreement, in whole or in part, and may transfer the billing and collection of fees under it (including Client's payment authorization in Section 3 and Client's Stripe customer record), to any affiliate of Buckhorn AI or to any successor to all or substantially all of the business or assets to which this Agreement relates, whether by merger, sale of assets, sale of equity, reorganization or otherwise, without Client's further consent. Buckhorn AI will give Client written notice of the assignment or transfer, identifying the assignee, within thirty (30) days after it takes effect. Client's signature on this Agreement is its consent, given in advance, to any such assignment or transfer.

10.2 By Client. Client may not assign this Agreement without Buckhorn AI's prior written consent, which will not be unreasonably withheld, except to a successor to all or substantially all of Client's business on written notice to Buckhorn AI.

10.3 Binding effect. This Agreement binds and benefits the Parties and their permitted successors and assigns. Any assignment in violation of this Section 10 is void.

11. Governing Law and Venue

11.1 Regardless of where Client is domiciled and regardless of where this Agreement is physically signed, this Agreement is deemed to have been entered into at Buckhorn AI's office in Idaho. This Agreement is governed by the laws of the State of Idaho, without regard to its conflict-of-laws rules. The Parties submit to the exclusive jurisdiction of the state courts located in Cassia County, Idaho, and the federal courts for the District of Idaho, for any dispute arising out of or relating to this Agreement, and waive any objection to venue there.

11.2 In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.

12. General

12.1 Entire agreement. This Agreement, including the AI Use Disclosure, is the entire agreement between the Parties about its subject and supersedes all prior proposals and understandings. Where this Agreement and the AI Use Disclosure conflict on a subject the AI Use Disclosure addresses, the AI Use Disclosure controls. Any purchase order or other Client terms are of no effect. This Agreement does not amend or replace any agreement between Client and Buckhorn Advisory Services LLC, doing business as Prime Ledger.

12.2 Amendment and waiver. This Agreement may be amended only in a writing signed by both Parties. A failure to enforce a provision is not a waiver.

12.3 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest of this Agreement remains in effect.

12.4 Notices. Notices must be in writing and are given when sent by email to the addresses below, or when delivered by hand or by a national courier. Notices to Client go to the Client notice contact in the Key Terms. Notices to Buckhorn AI go to tarnold@buckthetrend.co. Either Party may change its notice address by notice to the other.

12.5 Independent parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

12.6 Force majeure. Neither Party is liable for a delay or failure to perform, other than payment, caused by events beyond its reasonable control.

12.7 Electronic signatures, online acceptance and counterparts. This Agreement may be signed electronically and in counterparts, each of which is an original and all of which together are one agreement. Client may instead accept this Agreement online, by checking the acceptance box in Buckhorn AI's signup and completing its first payment through Buckhorn AI's checkout. Accepted that way, this Agreement takes effect when both have happened, and that date is the Effective Date; no countersignature by Buckhorn AI is required, and Buckhorn AI's acceptance of the first payment is its agreement to be bound. The individual who accepts states that they are authorized to bind Client. Buckhorn AI's record of the acceptance (the name, title and email of the individual, the version of this Agreement, the date and time, and the network address and browser it came from) is evidence of it.

12.8 Voluntary agreement. This Agreement is fully and voluntarily entered into by both Parties. Each Party states that it has read this Agreement, has obtained advice of counsel if it so desired, understands all of this Agreement, and signs or accepts it voluntarily with full knowledge of its legal significance.

13. Marketing and Publicity

13.1 Name and logo. Client grants Buckhorn AI and its affiliates a non-exclusive, royalty-free, worldwide license, during the term, to use Client's name, logo and trademarks to identify Client as a customer of the Service, on Buckhorn AI's websites, social media, proposals, presentations, advertising and other marketing materials, in any medium. Buckhorn AI will follow Client's reasonable written brand guidelines given to it and will not state that Client endorses anything other than the Service.

13.2 Marketing interview. Within ninety (90) days after the Effective Date, and on reasonable request once a year after that, Client will make an owner or senior manager available for one marketing interview of up to sixty (60) minutes, in person or by video, about Client's business and its experience with the Service. Buckhorn AI may record the interview and edit and use the recording, transcript and excerpts as case studies, testimonials, articles, videos and other marketing materials. What Client says in an interview for marketing use is not Confidential Information under Section 7.4.

13.3 Name, likeness and statements. Client, and each individual who takes part in an interview under Section 13.2 (whom Client will ask to sign Buckhorn AI's standard release if Buckhorn AI asks), consents to Buckhorn AI's use of their name, title, image, likeness, voice and statements as captured in those materials, on Buckhorn AI's websites, social media and advertising, without further compensation.

13.4 After termination. After this Agreement ends Buckhorn AI will not create new materials under this Section 13, but it may keep using materials already published or produced and may state factually that Client was a customer.

13.5 Client Data excluded. Nothing in this Section 13 lets Buckhorn AI publish Client Data or Client's financial figures without Client's prior written approval of the specific figures.

Signatures

The Parties have signed this Agreement as of the Effective Date.

CLIENT: [Company legal name]

By: ______________________

Name: [Signer name]

Title: [Signer title]

Date: ______________________

BUCKHORN AI LLC

By: ______________________

Name: [Buckhorn AI signer name]

Title: [Buckhorn AI signer title]

Date: ______________________