Spark AI Agreement

Terms and Conditions

1. Introduction
These terms and conditions (“Terms and Conditions”) apply to the AI coaching service ("Spark AI") provided by Centriq Group, LLC ("Company", "we", "us", "our"). By subscribing to Spark AI, you ("Customer", "you", "your") agree to be bound by these Terms and Conditions. If you are engaging Spark AI on behalf of a company or another legal entity, you represent that you have the authority to bind such entity to these Terms and Conditions.

2. Description of Spark AI
Spark AI is a 90-day program designed to coach a designated employee (“Employee”) of Customer regarding the utilization of certain AI tools (such as ChatGPT), the integration and usage of AI into their workday and the identification and implementation of AI use cases in their job roles. The Spark AI services are comprised of:

• Three hours of 1:1 Employee coaching via Teams or Zoom by one of our AI coaches - scheduled in 30 minute or one hour increments as determined by Employee.
• Email help desk support for Employee relating to certain common AI tools as designated from time to time by Company – primarily those covered in the Centriq AI Workshop for Business or introduced via the Newsletter.
• A monthly AI newsletter (“Newsletter”) of high-level, curated content designed to help Employee incorporate additional AI productivity tools.
• Access to continuing education sessions, including one recorded webinar module per month featuring new AI features and/or use case demonstrations.

Spark AI is provided on a per-employee basis, although there is no limit to the number of Employees from a Customer that can subscribe to Spark AI.

3. Subscription Term and Automatic Renewal
By subscribing to Spark AI, you agree to an initial term of ninety (90) days ("Initial Term"). Upon the expiration of the Initial Term, your subscription will automatically renew for successive ninety (90) day periods (each a "Renewal Term") unless cancelled as set forth below.

4. Cancellation Policy
Customer may cancel the automatic 90-day renewal of Spark AI by providing written notice to Company at least 7 days prior to the end of the Initial Term or any Renewal Term. If Customer fails to provide timely notice of cancellation, the subscription will automatically renew for an additional Renewal Term. Your notice must be sent to the address or email provided for this purpose as set forth in the Spark AI Agreement.

5. Payment
The fee for each Spark AI term is the amount set forth in the Spark AI Agreement, payable in advance of the Initial Term and each Renewal Term. Company retains the right to change the pricing for any Renewal Term at least thirty (30) days prior to the start of such Renewal Period. All payments are non-refundable except as expressly provided in these Terms and Conditions. By subscribing to Spark AI, you authorize us to charge your payment method automatically at the beginning of the Initial Term and at the beginning of each Renewal Term.

<p.6. Use of Spark AI
Customer and any Employee agree to use Spark AI in accordance with all applicable laws, regulations, and guidelines. Spark AI is for professional development purposes only and should not be used for any unlawful activities.

7. Intellectual Property
All intellectual property rights in Spark AI, including any materials provided as part of Spark AI, are owned by Company or its licensors. Customer is granted a non-exclusive, non-transferable license to use Spark AI and any related materials for the duration of their subscription, subject to these Terms and Conditions.

8. Data Governance, Privacy, and Security
Customer is solely responsible for the governance, privacy, and security of any and all data, including personal information, uploaded by Customer or on their behalf to any artificial intelligence tool or site used in conjunction with the Spark AI provided under this Agreement. Customer acknowledges and agrees that Company is not responsible for Customer's decisions related to the selection, use, or dissemination of information through these tools or sites. Company does not provide legal or security advice or training regarding data governance, privacy, or security. Customer agrees to indemnify and hold harmless Company from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) related to Customer's failure to adequately govern, protect, and secure their data in accordance with applicable laws, regulations, and best practices.

9. Limitation of Liability
Company's liability under these Terms and Conditions shall be limited to the amount actually paid by Customer for Spark AI during the 90-day term in which the liability was created. In no event shall Company be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use of Spark AI.

10. Indemnification
Customer agrees to indemnify and hold harmless Company, its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses arising out of Customer's use of Spark AI.

11. Amendment
We reserve the right to amend the Terms and Conditions of this Agreement at any time by providing you with written notice of the changes. Your continued subscription after the effective date of any changes constitutes your acceptance of such changes.

12. Miscellaneous
These Terms and Conditions constitute the entire agreement between Customer and Company regarding Spark AI and supersede any prior agreements or understandings. Any amendments to these Terms and Conditions must be in writing and signed by both parties.

13. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Missouri.

14. Contact Information
For any questions regarding Spark AI or these Terms and Conditions, please contact Centriq Group, LLC via the contact information set forth at www.centriq.com.