Private AI Advisory Services Agreement

Carlton Family Corporation · Two-Day On-Site Intensive

This Private AI Advisory Services Agreement (the “Agreement”) is entered into between Carlton Family Corporation, 6655 W. Sahara Ave., Suite B200, Las Vegas, NV 89146 (“Provider,” “we,” “us”), and the individual or entity purchasing the Services (“Client,” “you”). By paying the deposit or any amount toward the Services, you agree to this Agreement.

1. The Services

Provider will deliver a two (2) day on-site advisory intensive at a location agreed by the parties, during which Provider works alongside you and your team to design and guide the build of the systems discussed. The engagement is advisory and guidance only. Provider shows you and your team what to build and how, and provides review and direction; Provider does not perform the build labor, and you and your team own and operate the systems you build. Following the on-site intensive, the engagement includes up to two (2) months of email follow-up support. Return visits, expanded scope, or support beyond the included two-month email follow-up are available by separate written agreement and additional fees.

2. Fees and Payment Schedule

The fees for the Services, including the total fee and the amount of each installment, are set out in the written proposal Provider prepares for you (your “Proposal”). Please consult your Proposal for final costs. The final fee reflects the scope and complexity of your engagement, including any additional on-site days, return visits, or ongoing support agreed. Payment is processed by Stripe (we do not store your card details) and is made in installments, ordinarily:

  1. a non-refundable deposit of $5,000, due upon acceptance, to reserve your engagement dates;
  2. a further installment due no later than one (1) week before the first on-site day; and
  3. the remaining balance due on the day of the first meeting, before the session begins.

The total fee and the amount of each installment after the deposit are as stated in your Proposal. Provider is not obligated to begin, or to continue, the Services until each scheduled installment has been received.

3. Travel

Provider’s reasonable travel and lodging within the United States are included in the standard fee. Travel outside the United States is not part of the standard fee; where an engagement includes international travel, the arrangements and any additional amount are set out in your Proposal. Please consult your Proposal for the travel included in your engagement.

4. No Refunds; Cancellation

All payments are non-refundable. If you cancel or reschedule, or do not proceed for any reason, amounts already paid are forfeited, because your payments reserve Provider’s time and travel and are relied upon in scheduling. If Provider must cancel a scheduled on-site date, Provider will reschedule the date in good faith; this rescheduling right is your sole remedy for a Provider-initiated date change.

5. Confidentiality

Each party will keep confidential the non-public business, technical, and financial information it learns about the other in connection with the Services, and will use it only to perform or receive the Services. This section does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is required to be disclosed by law.

6. Intellectual Property

As between the parties, you own the systems, workflows, and materials you build for your own business during and after the engagement. Provider’s pre-existing and independently developed frameworks, methods, templates, prompts, and materials remain Provider’s intellectual property; Provider grants you a personal, non-transferable, non-exclusive license to use them within your own business. You may not resell, redistribute, or use Provider’s materials to create a competing product or service.

7. Educational and Advisory Purpose; No Guarantees

The Services are advisory and educational. Provider does not guarantee any particular business outcome, revenue, savings, or result. Nothing in the Services is legal, financial, tax, or accounting advice, and no attorney-client relationship is formed. You are responsible for your own decisions and for complying with the laws and third-party terms that apply to your business.

8. Independent Contractor

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship, and neither party may bind the other.

9. Limitation of Liability

To the maximum extent permitted by law, Provider’s total liability for any claim arising out of the Services is limited to the amount you paid Provider for the Services. Provider is not liable for indirect, incidental, consequential, or punitive damages, or for lost profits or lost business opportunities.

10. Governing Law; Arbitration

This Agreement is governed by the laws of the State of Nevada, USA, without regard to conflict-of-laws rules. Any dispute arising out of or relating to this Agreement or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the arbitration seated in Clark County, Nevada, USA. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own costs and fees except as the arbitrator may award.

11. Entire Agreement

This Agreement, together with any written scope or invoice the parties sign, is the entire agreement between the parties regarding the Services and supersedes prior discussions. Changes must be in writing and agreed by both parties. If any provision is unenforceable, the rest remains in effect.

12. Contact

Carlton Family Corporation · 6655 W. Sahara Ave., Suite B200, Las Vegas, NV 89146 · bradford@bradfordcarlton.com