Master AI Automation Services Agreement

Effective Date: April 1, 2026

This Master AI Automation Services Agreement (the “Agreement” or “Terms”) governs all AI automation consulting services that Ticomix, Inc., an Illinois Corporation, having its principal place of business at 7003 N Alpine Rd, Loves Park, IL 61111 (“Ticomix”) provides to its customers (“Customer”).

These Terms are incorporated by reference into each proposal Customer signs with Ticomix. In the event of any conflict between these Terms and the proposal, the proposal governs.

1. Services

1.1 Services

Ticomix will perform the AI automation consulting services described in the proposal signed by Customer (the “Services”). The proposal and these Terms constitute the entire agreement between the parties with respect to the Services and supersede any other prior or contemporaneous communications. Any waiver, modification, or amendment must be in writing and signed by both parties.

1.2 Acceptance

Within five (5) business days after delivery of any deliverables, together with written notice of completion from Ticomix, Customer agrees to review the deliverables. Any productive use of the deliverables by Customer constitutes acceptance. Unless written notice of a specific deficiency is provided within the five (5) business day period, the deliverables are deemed accepted. If a deficiency is reported, Ticomix has thirty (30) days to correct it (unless Customer expressly approves additional time). Upon correction, the deliverables are deemed accepted.

A deficiency means a failure of the deliverable to substantially conform to the description and scope set forth in the proposal. For AI automation deliverables, deficiency means failure of the automation to execute its defined workflow steps and produce output in the defined format. Variability in AI-generated content, occasional inaccuracies in AI outputs, errors or hallucinations in AI-generated text, and changes in third-party AI model behavior do not constitute deficiencies under these Terms, except as may be expressly defined in the proposal.

2. Fees and Billing

2.1 Charges

Customer will pay Ticomix the charges set forth in the proposal. Work is performed during normal business hours of Monday through Friday, 8:00 am to 5:00 pm local time, unless otherwise agreed. For hourly-rate work specified in a proposal, work performed outside normal business hours at Customer’s request and approved in advance may be charged at 150% of the applicable hourly rate.

2.2 Out-of-Pocket Expenses

Customer will pay Ticomix any reasonable out-of-pocket expenses (including travel) incurred by Ticomix in providing the Services, subject to any approval process described in the proposal.

2.3 Payment

Customer will pay Ticomix within fifteen (15) days from the date of invoice. If a payment is more than thirty (30) days delinquent, Ticomix may suspend providing further Services, including access to hosted automations, integrations, APIs, support services, and third-party AI configurations. Ticomix may also impose and collect a delinquency charge of 1.5% per month (18% per annum) of the delinquent amount, plus any legal or collection fees incurred.

3. Warranties and Disclaimers

3.1 Performance Warranty

Ticomix warrants that it shall perform the Services in a manner consistent with generally accepted industry standards and practices. In the event of a breach of the foregoing warranty, Ticomix’s sole obligation and Customer’s exclusive remedy is for Ticomix to perform the Services again to bring them into compliance.

3.2 Disclaimers

Except as expressly provided in Section 3.1, Ticomix makes no warranty, express or implied, with respect to deliverables or Services. All warranties of merchantability, fitness for a particular purpose, or arising by usage of trade are expressly disclaimed and excluded. Third-party software and hardware referenced or supplied by Ticomix are provided “AS IS” and remedies for breach are limited to those provided by the manufacturer or licensor.

Customer acknowledges that the Services may depend upon internet connectivity, cloud infrastructure, third-party software, APIs, and Third-Party AI Services that are outside Ticomix’s control, and that AI systems and cloud-based services inherently involve security and operational risks (including prompt injection attacks, unauthorized access to third-party systems, model behavior changes, and transmission of data through external networks). Ticomix does not warrant that the Services or deliverables will be uninterrupted, continuously available, secure, error-free, or immune from cyberattack, data breach, or service interruption. Ticomix has no responsibility or liability for: (a) failures or interruptions of Third-Party AI Services; (b) unauthorized access caused by Customer systems, credentials, or configurations; (c) internet or cloud service outages; (d) cybersecurity incidents originating from third-party providers; or (e) Customer’s failure to implement reasonable safeguards.

4. AI Provisions

4.1 Third-Party AI Services

The Services may incorporate or rely upon services, models, or platforms provided by third parties, including OpenAI, Anthropic, Microsoft, Google, and other AI service providers (collectively, “Third-Party AI Services”). Customer acknowledges that:

the availability, performance, pricing, and behavior of Third-Party AI Services are controlled by their providers and may change at any time;
use of Third-Party AI Services is subject to those providers’ terms of service, data handling practices, and acceptable use policies;
Customer data, prompts, inputs, and outputs may be transmitted to and processed by Third-Party AI Services in the course of the Services;
Ticomix is not responsible for the operation, security, or data handling practices of Third-Party AI Services beyond the configuration choices Ticomix makes within them.

Account responsibility, billing for Third-Party AI Services usage, and any pass-through of associated costs are addressed in the proposal.

4.2 Restricted Data

Customer acknowledges that, unless expressly stated otherwise in the proposal, the Services are not designed for the processing, storage, or transmission of:

protected health information subject to HIPAA;
payment card data subject to PCI-DSS;
biometric information;
government classified information; or
other regulated or sensitive personal information subject to specific legal or regulatory requirements.

Customer shall not provide any such information to Ticomix or to any Third-Party AI Service unless expressly authorized in writing by Ticomix in the proposal. Customer is solely responsible for: (i) determining whether the Services are appropriate for Customer’s legal and regulatory obligations; (ii) obtaining all required consents, notices, and permissions related to Customer data; and (iii) ensuring Customer’s use of the Services complies with all applicable laws.

Ticomix has no liability arising from Customer’s submission of regulated or sensitive information contrary to these Terms or the proposal.

4.3 AI Outputs and Customer Responsibility

Customer acknowledges that AI automation produces outputs that are inherently probabilistic and may contain errors, inaccuracies, omissions, biased content, or fabricated information (“Hallucinations”). Customer is solely responsible for: (a) maintaining appropriate human oversight of any Delivered Automation, including controls to detect and correct erroneous outputs; (b) reviewing and verifying AI outputs before relying on them for material business, legal, financial, medical, or other decisions; and (c) ensuring that Delivered Automation is not used for any purpose that requires regulatory approval or specialized professional licensure (including legal advice, medical diagnosis, or financial investment advice) without independent human verification by appropriately qualified personnel.

Notwithstanding any other provision, Ticomix makes no warranty regarding the accuracy, completeness, reliability, fitness, freedom from bias, or any other quality of any output generated by the Delivered Automation, the Automation Components, or any Third-Party AI Service. Ticomix specifically disclaims any guarantee that AI outputs will be free of errors, Hallucinations, or inappropriate content. Customer’s use of and reliance upon AI outputs is at Customer’s sole risk.

4.4 Model and Service Changes

Customer acknowledges that the AI models and Third-Party AI Services upon which the Delivered Automation depends are subject to change, deprecation, and replacement by their providers without notice. Such changes may affect the behavior, performance, or availability of the Delivered Automation. Ticomix has no liability for changes, modifications, deprecations, or service interruptions of Third-Party AI Services. Updates or modifications to the Delivered Automation required to address such changes are not covered by Section 3.1 (Performance Warranty) and may be requested by Customer under a separate proposal.

4.5 No Use of Customer Data for AI Training

Ticomix does not use Customer data, content, prompts, or inputs to train AI models for use with other customers. The Third-Party AI Services that Ticomix configures for Customer’s use have their own data handling policies; where the provider offers an option to disable training on Customer data, Ticomix configures the service accordingly.

5. Limitation of Liability

5.1 Consequential Damages

In no event shall either party be liable to the other for consequential, incidental, special, indirect, or punitive damages (including lost profits, business interruption, or loss of information), regardless of whether such damages are based on breach of contract, tort (including negligence), strict liability, breach of warranty, failure of essential purpose, or otherwise, or whether the party has been advised of the possibility of such damages.

5.2 Cumulative Liability Cap

Under no circumstances shall Ticomix’s aggregate cumulative liability hereunder, whether in contract, tort (including negligence), or otherwise, exceed the total amount of fees actually paid to Ticomix under the proposal from which the claim arises.

5.3 Allocation of Risk

Customer acknowledges that it is a sophisticated party to these Terms and that the fees paid reflect the allocation of risk set forth in these Terms. Ticomix would not enter into this Agreement without these limitations on liability.

6. Confidentiality

For purposes of these Terms, “Confidential Information” means nonpublic information in tangible or intangible form of the disclosing party that the disclosing party designates as confidential or that under the circumstances surrounding the disclosure would reasonably be considered confidential. Each party acknowledges that in performing under these Terms it may acquire knowledge of the other’s Confidential Information. All Confidential Information shall be maintained in strict confidence; neither party shall disclose Confidential Information to any person or entity except as required to perform under these Terms or as expressly permitted in writing. Each party shall be responsible and liable for its compliance with this Section. Both parties acknowledge that any violation would cause irreparable harm and the non-disclosing party is entitled to immediate injunctive relief without proving actual harm or posting bond.

Confidential Information does not include information that the recipient can demonstrate: (i) was known prior to disclosure; (ii) is or becomes lawfully obtainable from other confidential sources; (iii) the duty of confidentiality is waived in writing by the disclosing party; (iv) was developed independently without reference to the disclosing party’s Confidential Information; or (v) disclosure is required by legal process or applicable law (in which case the recipient shall notify the disclosing party prior to disclosure).

Customer acknowledges that the Services may require Customer Confidential Information, prompts, inputs, and Customer data to be transmitted to and processed by Third-Party AI Services. Such transmission and processing does not constitute a breach of confidentiality, provided that Ticomix has configured the Third-Party AI Service in accordance with industry-standard practices and the proposal. Ticomix is not responsible for the data handling practices of Third-Party AI Services beyond the configuration choices Ticomix makes within them.

7. Term and Termination

7.1 Term

These Terms become effective as of the date of the first proposal signed by Customer that incorporates them by reference, and remain in effect until terminated by either party as provided in this Section 7.

7.2 Termination

Either party may terminate these Terms at any time by providing thirty (30) days written notice to the other party. Termination of these Terms does not terminate any work in progress under a signed proposal; any such work continues to be governed by these Terms until completion of the proposal.

Either party may terminate a specific proposal for material breach upon thirty (30) days written notice if the breaching party fails to cure the breach within the notice period. Either party may terminate a specific proposal immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or ceases to do business.

7.3 Effect of Termination

Upon termination: (a) Customer shall promptly pay all amounts payable to Ticomix for Services rendered and out-of-pocket expenses incurred up to the date of termination; (b) both parties shall fulfill all obligations and any terminating penalties associated with any proposal then in progress; and (c) each party shall return or destroy, at the direction of the other party, all of the other party’s Confidential Information in its possession.

7.4 Survival

The following sections survive termination of these Terms or any proposal: Intellectual Property Warranty and Indemnification, Confidentiality, License and Title, Limitation of Liability, Term and Termination, No Hire or Solicitation, Choice of Forum and Mediation, and Miscellaneous.

8. Miscellaneous

8.1 Notices

Any notices or communications shall be in English and in writing, and shall be effective upon receipt (or refusal of receipt) if delivered via U.S. Certified Mail Return Receipt Requested or by prepaid overnight or courier service to the address designated by either party. Notices for proposal-related issues such as completion notices may be delivered by email.

8.2 Independent Contractor

Each party, in rendering performance under these Terms, acts solely as an independent contractor. Neither party is the agent of the other.

8.3 No Hire or Solicitation

Customer agrees that Ticomix employees and resources are of substantial value to Ticomix. Customer agrees to pay Ticomix liquidated damages of $40,000 should Customer elect to employ or otherwise contract any Ticomix employee or resource during the term of these Terms and for twelve (12) months thereafter. The parties acknowledge that compensatory monetary damages resulting from a breach of this section would be difficult to prove, and accordingly agree this fee is liquidated damages and not a penalty. For purposes of this Section, a Ticomix employee or resource is anyone who has worked for Ticomix or been a subcontractor for Ticomix in the past twelve (12) months.

8.4 Ownership Change

In the event of a change in the ownership of either party, the duties and obligations of the parties under these Terms shall continue until completion of any proposal then in progress.

8.5 Severability and Waivers

If any provision of these Terms is held to be invalid, unenforceable, or illegal, that provision is severed and the remaining provisions continue in full force and effect. No action or inaction constitutes a waiver of any provision of these Terms; no waiver of any breach operates as a waiver of any subsequent breach. The rights and remedies provided are cumulative and in addition to any other rights or remedies available at law.

8.6 Choice of Forum and Mediation

Any actions and proceedings arising from disputes relating to or in connection with these Terms shall be subject to the exclusive jurisdiction of the 17th Judicial Circuit, County of Winnebago, State of Illinois. If a dispute arises and cannot be settled through negotiations within thirty (30) days, the parties agree to first endeavor to settle the dispute by mediation no less than thirty (30) days prior to filing suit. The parties shall share equally in the costs of the mediation and shall reasonably cooperate in scheduling. The exclusive venue for mediation is Winnebago County, Illinois, unless otherwise agreed by the parties.

8.7 Successors and Assigns

These Terms inure to the benefit of and bind the parties and, to the extent permitted, their respective successors and assigns.

8.8 Force Majeure

Ticomix shall not be responsible for failure to perform under these Terms when such failure results from causes beyond its reasonable control, including: acts of God, civil war, insurrection, riot, fire, flood, explosion, earthquake, serious accident, strike, labor trouble, work interruption, epidemics, telecommunications or internet interruptions, power failure, financial institution failures or closures, court orders, or any other cause beyond its reasonable control.

8.9 Change Requests

Once a proposal is signed, any significant change to the scope described in that proposal must be submitted via a written change request describing the change, the reason for the change, and the expected impact on timeline and pricing. No additional fees will be billed without Customer’s prior written approval.

8.10 Intellectual Property Warranty and Indemnification

Customer represents and warrants that: (i) it owns, has independently developed, or has validly licensed all data, content, materials, specifications, software, documentation, graphics, trademarks, copyrighted works, and all other intellectual property (“Customer Materials”) that it provides to Ticomix or directs Ticomix to use, modify, incorporate, or rely upon in connection with the Services; (ii) Ticomix’s use of Customer Materials in accordance with these Terms will not infringe, misappropriate, or violate any third-party intellectual property or proprietary rights; and (iii) any information, direction, feedback, examples, references to third-party products, specifications, data, documents, training materials, prompts, or other inputs (“Customer Inputs”) used by Ticomix in performing the Services have been provided with all necessary rights. Customer is responsible for ensuring that Customer Inputs comply with all applicable laws.

Customer shall defend, indemnify, and hold harmless Ticomix, its officers, directors, employees, contractors, and agents from any claim, demand, suit, damage, loss, liability, judgment, settlement, cost, or expense (including reasonable attorneys’ fees) arising from any allegation that any Customer Materials, instructions provided by Customer, or deliverables created by Ticomix at Customer’s direction using Customer Materials infringe, misappropriate, or otherwise violate any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right.

Ticomix shall promptly notify Customer of any covered claim and provide reasonable cooperation (at Customer’s expense) in the defense. Customer shall have sole control of the defense and settlement, provided that Customer may not settle in a manner that imposes any liability, obligation, admission of fault, or injunctive relief on Ticomix without Ticomix’s prior written consent.

Ticomix has no responsibility or liability for any infringement claim arising from: (i) modifications of deliverables made by Customer or at Customer’s direction; (ii) Customer’s combination of deliverables with materials, systems, or processes not supplied by Ticomix; (iii) Customer’s use of deliverables other than in accordance with these Terms; or (iv) Customer’s failure to follow Ticomix’s written instructions.

8.11 License and Title

Ticomix Ownership. All right, title, and interest in and to the AI automation, agents, prompts, prompt templates, workflows, integration code, configurations, scripts, models, model fine-tuning data, frameworks, libraries, utilities, templates, algorithms, methodologies, training content, know-how, and any other software components, tools, materials, or generic non-Customer-specific elements developed, used, or incorporated by Ticomix in performing the Services (collectively, the “Ticomix Materials”) shall remain the sole and exclusive property of Ticomix. The Ticomix Materials include both pre-existing Ticomix property and components developed in connection with the Services. No assignment of ownership in the Ticomix Materials is made or implied under these Terms.

License to Customer. Upon full and final payment of all amounts due under the applicable proposal, Ticomix grants Customer a perpetual, worldwide, royalty-free, non-exclusive license to use, copy, and modify the specific deliverables prepared for Customer under that proposal (the “Deliverables”) for Customer’s business purposes. The Deliverables include any deployed automation configuration, Customer-specific prompts and parameters, system integrations, documentation, training materials, and recordings prepared specifically for Customer.

Where the Deliverables include a custom AI automation solution (the “Delivered Automation”), the license additionally permits Customer to sublicense, transfer, and otherwise exploit the Delivered Automation for any purpose, including operating it within Customer’s environment, transferring it to a third party, or taking it in-house.

Customer may not resell, publish, distribute externally, or use the Deliverables to provide services to third parties, and may not use the Ticomix Materials separate from the Deliverables, without Ticomix’s prior written consent.

Customer Data, Outputs, and Ticomix Learnings. As between Ticomix and Customer, Customer owns all data, content, information, and other materials provided by Customer or generated for Customer by the Delivered Automation in the course of operations (“Customer Data and Outputs”). Ticomix has no ownership rights in Customer Data and Outputs. Customer agrees that Ticomix may develop, retain, and use generalized learnings, patterns, techniques, methodologies, improvements, and enhancements to the Automation Components that arise during performance of the Services (collectively, “Learnings”). Ticomix may incorporate Learnings into the Automation Components and use them for any purpose, including the performance of services for other customers, provided that Ticomix does not disclose Customer’s Confidential Information or Customer Data and Outputs in doing so.

8.12 Taxes

Unless the applicable proposal states otherwise, fees are exclusive of applicable taxes. Customer is responsible for applicable sales, use, excise, value-added, or similar taxes, excluding taxes based on Ticomix’s income.