TERMS AND CONDITIONS OF SALE AND SERVICE

Last Updated: February 13, 2026

These Terms and Conditions (the "Agreement") constitute a legally binding agreement made between Enki Technology Solutions LLC ("Company", "we", "us", or "our"), and the entity or individual identified on the associated invoice ("Client", "you", or "your").

By accepting an estimate, making a payment, or otherwise engaging our services or purchasing our products, you agree to be bound by these Terms. PLEASE READ THESE TERMS CAREFULLY.

1. DEFINITIONS AND INTERPRETATION

1.1. "Deliverables" means any tangible or intangible products, reports, designs, code, or other materials created and provided by the Company to the Client as specified in an Invoice or Statement of Work.

1.2. "Services" refers to the professional tasks, consultations, or labor performed by the Company for the Client.

1.3. "Invoice" means the document issued by the Company specifying the fees, products, and services provided.

1.4. "Intellectual Property Rights" includes all patents, copyrights, trademarks, trade secrets, and other proprietary rights worldwide.

2. AGREEMENT STRUCTURE AND SCOPE

2.1. Priority of Documents. In the event of a conflict between these Terms and an individual Invoice, the specific terms of the Invoice shall prevail, but only regarding the specific transaction described therein.

2.2. Scope of Work. The Company shall provide the Services and/or Deliverables as described in the Invoice. Any work requested outside of the initial description is considered "Out of Scope" and will be subject to additional fees as outlined in Section 5.

3. FEES, BILLING, AND PAYMENT TERMS

3.1. Total Consideration. Client agrees to pay the fees set forth in the Invoice. All prices are quoted in USD unless otherwise specified.

3.2. Payment Schedule. Payment is due according to the terms specified on the Invoice (e.g., "Net 30," "Due on Receipt"). If no term is specified, payment is due within seven (7) calendar days of the invoice date.

3.3. Late Payments. * Late Fee: Any payment not received by the due date shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.

• Collection Costs: Client agrees to reimburse the Company for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees, court costs, and agency fees.

• Suspension of Service: The Company reserves the right to suspend all ongoing work or delivery of goods if an invoice remains unpaid for more than fifteen (15) days beyond its due date.

3.4. Payment Methods. We accept Credit and Debit Card, ACH and Check, Zelle, Paypal, Venmo and Apply Pay . For credit card payments, a processing fee may be added to the total invoice amount where permitted by law.

3.5. Deposits. If a deposit is required (as indicated on the Invoice), work will not commence until the deposit is received in cleared funds. Deposits are non-refundable unless the Company fails to deliver the Services through no fault of the Client.

4. TAXES AND REGULATORY COMPLIANCE

4.1. Responsibility for Taxes. Prices quoted do not include sales, use, value-added (VAT), or other taxes. Client is responsible for all such taxes, excluding taxes based on the Company’s net income.

4.2. Tax Exemption. If Client is tax-exempt, a valid tax-exemption certificate must be provided to the Company prior to the issuance of an Invoice.

5. CHANGES AND SCOPE CREEP

5.1. Change Requests. If the Client requests changes to the scope of work, the Company will provide a written estimate for the additional cost and time required.

5.2. Hourly Rates for Scope Creep. Unless otherwise agreed, work performed outside the original scope will be billed at our standard hourly rate of $175 per hour.

5.3. Administrative Fees. Minor administrative changes are included; however, excessive revisions (exceeding 3 rounds) will be billed as additional work.

6. CLIENT OBLIGATIONS

6.1. Cooperation. Client shall provide all necessary information, assets, and approvals required for the Company to perform the Services.

6.2. Delayed Approval. If the Company’s progress is delayed by the Client’s failure to provide feedback or approvals within 3 business days, the project timeline will be extended, and the Company may issue an interim invoice for work completed to date.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Work for Hire. Upon full and final payment of all invoices, the Company grants the Client Ownership of the Deliverables as specified in the Invoice.

7.2. Reservation of Rights. All rights, title, and interest in and to the Deliverables remain the sole property of the Company until all fees, including late fees and taxes, are paid in full.

7.3. Pre-Existing Intellectual Property. The Company retains ownership of all pre-existing tools, templates, methods, and "know-how" used in the performance of the Services.

7.4. Portfolio Rights. Notwithstanding any other provision, the Company retains a non-exclusive, perpetual, royalty-free license to use the Deliverables in its portfolio and marketing materials, unless otherwise agreed in writing.

8. CONFIDENTIALITY

8.1. Definition. "Confidential Information" includes any non-public technical, financial, or business information disclosed by one party to the other.

8.2. Non-Disclosure. Both parties agree to protect Confidential Information with the same degree of care they use for their own sensitive information and shall not disclose it to third parties without prior written consent.

8.3. Exceptions. Confidentiality does not apply to information that is: (a) publicly known through no fault of the receiving party; (b) already known by the receiving party; or (c) required to be disclosed by law or court order.

9. WARRANTIES AND REPRESENTATIONS

9.1. Professional Standard. The Company warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

9.2. Limited Warranty. Any Deliverables provided are warranted for a period of 30 days following delivery to be free from material defects. Client’s sole remedy for a breach of this warranty is the correction of the defect by the Company.

9.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY

10.1. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE COMPANY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT UNDER THE SPECIFIC INVOICE GIVING RISE TO THE CLAIM.

10.2. Exclusion of Damages. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INDEMNIFICATION

11.1. Client Indemnity. Client agrees to indemnify and hold harmless the Company from any claims, losses, or damages (including legal fees) arising out of: (a) Client's use of the Deliverables in violation of this Agreement; (b) any content or materials provided by the Client that infringe on third-party rights.

11.2. Company Indemnity. The Company shall indemnify the Client against claims that the Deliverables (created solely by the Company) infringe on a third party's copyright or trademark.

12. TERM AND TERMINATION

12.1. Termination for Convenience. Either party may terminate the project or service agreement by providing a 14 day written notice.

12.2. Termination for Cause. Either party may terminate this Agreement immediately if the other party breaches a material term and fails to cure such breach within 14 days of notice.

12.3. Effects of Termination. Upon termination:

• Client shall pay for all Services performed and expenses incurred up to the date of termination.

• Client shall return or destroy any Confidential Information of the Company.

• A "Kill Fee" of 25% of the remaining project balance may apply if the project is cancelled mid-cycle by the Client.

13. SHIPPING AND RISK OF LOSS

13.1. Delivery. For physical goods, delivery dates are estimates only. The Company is not liable for delays caused by shipping carriers or customs.

13.2. F.O.B. Shipping Point. Unless otherwise specified, all goods are shipped F.O.B. Shipping Point. Risk of loss and title pass to the Client upon delivery to the carrier.

14. DISPUTE RESOLUTION

14.1. Negotiation. In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation.

14.2. Mediation. If negotiation fails, the parties agree to submit the dispute to a mutually agreed-upon mediator before pursuing litigation.

14.3. Arbitration. If mediation fails, the parties agree to submit the dispute to a mutually agreed-upon arbitrator before initiation court proceedings.

15. GOVERNING LAW AND JURISDICTION

15.1. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflict of law principles.

15.2. Venue. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in St. Louis, Missouri.

16. MISCELLANEOUS PROVISIONS

16.1. Force Majeure. Neither party shall be liable for failure to perform its obligations (except for payment) due to causes beyond its reasonable control, including acts of God, war, strikes, or pandemics.

16.2. Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

16.3. Entire Agreement. These Terms, along with the Invoice, constitute the entire agreement between the parties and supersede all prior discussions or agreements.

16.4. Amendments. No amendment to these Terms is valid unless made in writing and signed by both parties.

16.5. Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship.

16.6. Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, Client agrees not to solicit or hire any employees or contractors of the Company without prior written consent.

16.7. Electronic Signatures/Acceptance. Payment of an invoice or electronic confirmation shall be deemed an acceptance of these Terms with the same legal effect as a physical signature.

END OF TERMS AND CONDITIONS