REPLICAI•TOR MASTER SERVICES AGREEMENT

Website Terms for Business Customers

This Master Services Agreement ("Agreement") is between Strategic Intelligence Systems, LLC ("SIS," "we," "us," or "Provider") and the person or business purchasing or using the ReplicAItor Coaching System ("Customer," "you," or "your").

This Agreement is intended for business and professional customers purchasing ReplicAItor for commercial use. If nonwaivable consumer rights apply to a particular purchase, nothing in this Agreement eliminates those rights.

1. What You Are Buying

ReplicAItor is a configurable AI-enabled coaching and consulting platform. Depending on the package you purchase, the Services may include implementation, hosting, software access, AI-enabled analysis, customer-specific methodology configuration, client session history, progress tracking, reporting, membership features, support, training, and other capabilities described on the website or checkout page.

The specific package, one-time fees, recurring fees, billing frequency, minimum commitment, usage limits, included features, optional features, and any special purchase terms shown on the checkout page and purchase confirmation are the "Purchase Terms." The Purchase Terms are part of this Agreement. If the Purchase Terms conflict with this Agreement on a commercial term such as price, billing frequency, or included features, the Purchase Terms control for that commercial term.

Unless we expressly agree otherwise in writing, SIS is not responsible for your marketing, sales, client acquisition, client results, tax compliance, professional licensing, payment processor approval, or the content of your coaching or consulting program.

2. Billing, Renewal, Cancellation, and Taxes

You authorize SIS and its payment processor to charge the payment method you provide for the amounts and at the billing frequency disclosed at checkout.

Unless the checkout page states otherwise, a recurring subscription continues and renews automatically for successive billing periods until canceled. If the checkout page states a minimum commitment, amounts due during that minimum commitment remain payable even if you stop using the Services, unless the Purchase Terms state otherwise or applicable law requires otherwise.

You may cancel using the online cancellation method available through your account or the cancellation method published on the ReplicAItor website. Cancellation stops future renewals after any applicable minimum commitment. It does not retroactively refund charges already earned or paid.

One-time implementation, setup, configuration, customization, consulting, and onboarding fees are nonrefundable once the related work has begun, except where the Purchase Terms expressly state otherwise or applicable law requires a refund. Recurring fees are nonrefundable for a billing period already started, except where required by law.

We may change recurring pricing for a future renewal by providing advance notice. Any taxes, duties, or governmental charges applicable to your purchase are your responsibility, excluding taxes based on SIS net income.

We may suspend access for overdue amounts after reasonable notice, and we may require payment of past-due amounts before restoring service.

3. Your Business and Your Clients

You, not SIS, are the coach, consultant, trainer, advisor, program operator, membership seller, or other service provider to your clients, athletes, students, employees, participants, teams, or other end users (collectively, "End Users"). SIS provides the technology you use to deliver your offering.

You are responsible for your relationship with End Users, including:

your prices, offers, payment terms, refunds, taxes, and cancellation policies;
your coaching, consulting, training, advice, recommendations, and professional judgment;
your end-user terms, privacy notices, disclosures, releases, and legally required consents;
the accuracy and lawfulness of claims you make about your program, results, earnings, performance, improvement, or the capabilities of ReplicAItor; and
determining whether your services and your use of ReplicAItor are lawful and appropriate in each jurisdiction where you operate.

You will not represent that SIS guarantees revenue, enrollment, retention, improvement, athletic performance, business performance, health outcomes, or any other result.

4. Your Methodology, Content, and Client Data

You keep ownership of your coaching or consulting methodology, frameworks, rubrics, curriculum, knowledge library, documents, videos, recordings, terminology, scoring criteria, and other materials you provide to SIS ("Customer Methodology"). You also retain any rights you have in content submitted by or for you or your End Users ("Customer Content").

You grant SIS a limited license to host, copy, transmit, analyze, transform, display, and otherwise process Customer Methodology and Customer Content only as reasonably necessary to provide, support, secure, maintain, and improve the Services, and as otherwise described in our Privacy Policy.

You represent that you have the rights and permissions necessary for SIS to process the materials you submit. You are responsible for obtaining legally sufficient consent from End Users for recording, uploading, storing, transmitting, and AI-processing their content. If minors participate, you are responsible for obtaining any required parent or legal guardian consent.

Permission to coach or process an End User submission is not the same as permission to use that person’s identity, image, voice, likeness, testimonial, or results in marketing. You are responsible for obtaining any separate marketing release that is required.

5. SIS Intellectual Property and Your License

SIS and its licensors own the ReplicAItor platform, software, source code, interfaces, workflows, system prompts, architecture, model routing, templates, documentation, reporting systems, configuration tools, improvements, and other technology used to provide the Services (collectively, the "Platform").

While your subscription is active and your account is in good standing, SIS grants you a limited, non-exclusive, non-transferable license to use the Platform for your business and to provide your own authorized coaching, consulting, training, or membership offering to End Users.

You may not copy, sell, rent, sublicense, reverse engineer, decompile, scrape, extract, reproduce, or use the Platform to build or train a competing platform. You may not attempt to discover non-public source code, system instructions, prompts, model-routing logic, security controls, or architecture, or bypass usage limits, feature gates, access controls, or security measures.

6. AI-Enabled Features and Evaluation

ReplicAItor uses artificial intelligence and may also use speech recognition, computer vision, automated scoring, media processing, or similar technologies. AI output is probabilistic. It can be incomplete, inaccurate, inconsistent, non-unique, or inappropriate for a particular person or situation.

The same or substantially similar submission may not always produce identical narrative feedback or identical scores. Scores, trend indicators, visual overlays, diagrams, and similar features are coaching aids unless SIS expressly identifies a feature as an objective measurement. They are not laboratory, biomechanical, diagnostic, medical, or scientific measurements merely because a number is displayed.

ReplicAItor is designed to support observation, evaluation, improvement, and proof over time, but Customer remains responsible for professional judgment and for deciding when human review is appropriate. You should not present AI output as guaranteed fact when the underlying result is evaluative.

SIS may use third-party AI, speech, media, storage, hosting, analytics, payment, and infrastructure providers to deliver the Services. Customer Content may be processed by those providers as necessary to provide the Services. SIS will not intentionally opt identifiable Customer Content into a third-party generalized model-training program without Customer permission, except as otherwise disclosed in the Privacy Policy or permitted by applicable law.

7. Health, Medical, Legal, and Other High-Risk Uses

ReplicAItor may be used for lawful health, wellness, fitness, rehabilitation support, education, adherence, or similar coaching within the Customer’s professional scope. Unless SIS separately agrees in writing, the Services are not intended to diagnose disease, prescribe or change medication or treatment, provide emergency services, provide legal advice, provide mental-health diagnosis or crisis intervention, or replace a licensed professional when the law requires one.

Do not submit Protected Health Information regulated by HIPAA unless SIS has expressly approved that use in writing and, when required, SIS and Customer have entered into a Business Associate Agreement. The fact that the Platform can technically process a file does not mean that a regulated use is approved.

You are responsible for configuring reasonable boundaries, escalation instructions, disclaimers, and out-of-scope topics appropriate to your field.

8. Privacy and Security

SIS will use commercially reasonable administrative, technical, and organizational measures to protect Customer Content under its control. No internet-connected service can be guaranteed completely secure, uninterrupted, or error-free.

You are responsible for keeping account credentials secure, assigning appropriate user roles, promptly removing access when a user should no longer have it, and notifying SIS of suspected unauthorized access.

Our Privacy Policy describes additional information about data collection and processing. If a separate data processing agreement is required by applicable law for a particular Customer, the parties may enter one.

Before termination, you should export information you need to keep using available export features. After termination, SIS may delete Customer Content and is not required to maintain it indefinitely, subject to applicable law and any separately agreed retention obligations.

9. Service Availability, Changes, and Support

ReplicAItor is an evolving service. We may add, change, replace, or discontinue features as the Platform, AI models, third-party services, security requirements, and customer needs change. We will not intentionally remove the core paid functionality of an active package without a commercially reasonable substitute or adjustment.

Unless a separate written service-level commitment applies, SIS does not guarantee uninterrupted availability or a specific response time. Planned maintenance, emergency maintenance, internet failures, third-party outages, model-provider outages, and other events outside our reasonable control may temporarily affect availability.

10. Acceptable Use

You may not use the Services for unlawful, fraudulent, deceptive, infringing, abusive, discriminatory, exploitative, or harmful activity. You may not upload malware, attempt unauthorized access, interfere with the Platform, impersonate another person, or use the Services in a manner that violates another person’s privacy, publicity, confidentiality, or intellectual property rights.

We may suspend or restrict use that reasonably appears to create a security risk, violate law, violate this Agreement, threaten another person, or expose SIS or other customers to material harm. Where practical, we will give notice and an opportunity to correct the issue.

11. Confidentiality

Each party may receive non-public business, technical, financial, customer, or proprietary information from the other. The receiving party will use reasonable care to protect that information and will use it only for the relationship covered by this Agreement. Confidential information does not include information that is public through no breach of this Agreement, was already lawfully known, is independently developed without using the other party’s confidential information, or is lawfully received from a third party without a duty of confidentiality.

If disclosure is legally required, the receiving party may make the required disclosure and, where legally permitted, will give the other party reasonable notice.

12. Warranties and Disclaimers

Each party represents that it has authority to enter into this Agreement. Customer also represents that it has the rights and permissions needed for the Customer Methodology and Customer Content it supplies.

EXCEPT FOR EXPRESS PROMISES IN THIS AGREEMENT OR THE PURCHASE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR PRODUCE A PARTICULAR RESULT.

SIS DOES NOT GUARANTEE CUSTOMER REVENUE, PROFIT, NUMBER OF CLIENTS, CONVERSION RATE, RETENTION, CLIENT IMPROVEMENT, PERFORMANCE, OR ANY OTHER BUSINESS OR COACHING OUTCOME. EXAMPLES, CALCULATORS, CASE STUDIES, AND REVENUE MODELS ARE ILLUSTRATIONS BASED ON THEIR STATED ASSUMPTIONS, NOT PROMISES OF RESULTS.

13. Indemnification

Customer will defend, indemnify, and hold harmless SIS and its owners, officers, employees, and contractors from third-party claims, damages, liabilities, costs, and reasonable legal fees arising from: (a) Customer’s coaching, consulting, training, products, services, or relationship with End Users; (b) Customer Content or Customer Methodology that infringes or violates another person’s rights; (c) Customer’s failure to obtain required consent or authorization; (d) Customer’s unlawful, regulated, or high-risk use of the Services; or (e) Customer’s deceptive or unsupported marketing, earnings, performance, health, or outcome claims.

SIS will defend Customer against a third-party claim that the unmodified Platform, when used as permitted by this Agreement, directly infringes a United States patent, copyright, or trademark. SIS may modify or replace the affected feature, obtain the right to continue using it, or terminate the affected Service and refund any prepaid unused recurring fees for that Service. This obligation does not apply to claims arising from Customer Content, Customer Methodology, Customer modifications, unauthorized combinations, or use outside this Agreement.

The party seeking indemnification must promptly notify the other party of the claim and reasonably cooperate in the defense.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, ARISING FROM THIS AGREEMENT OR THE SERVICES, EVEN IF THE PARTY WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S MISUSE OF SIS INTELLECTUAL PROPERTY, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SIS DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The parties agree that the fees reflect this allocation of risk.

15. Suspension and Termination

Either party may terminate this Agreement if the other party materially breaches it and does not cure the breach within a reasonable period after written notice. SIS may suspend or terminate access sooner when necessary to address nonpayment, unlawful use, fraud, a material security threat, infringement, abuse, or a use that creates substantial risk to SIS, the Platform, or another person.

When the Services end, your right to access the Platform ends. Amounts already due remain due. Sections concerning intellectual property, confidentiality, disclaimers, indemnification, liability, payment obligations, dispute resolution, and other provisions that by their nature should continue will survive termination.

16. Publicity and Case Studies

Customer may truthfully state that it uses the ReplicAItor Coaching System. Neither party may use the other party’s name, logo, trademarks, identifiable End-User content, testimonials, recordings, or results in advertising, publicity, or case studies without permission.

Customer is responsible for obtaining any required End-User permission before Customer asks SIS to use End-User content or results in a case study or public demonstration.

17. Governing Law and Disputes

This Agreement and the Services are governed by the laws of the State of Colorado, without regard to conflict-of-laws rules.

Before filing a lawsuit, the parties will first attempt in good faith to resolve the dispute through direct discussion for at least thirty days after written notice of the dispute, unless urgent injunctive relief is reasonably necessary.

Any lawsuit arising out of or relating to this Agreement or the Services must be brought in the state courts located in Douglas County, Colorado, or, if federal jurisdiction exists, in the United States District Court for the District of Colorado. Each party consents to personal jurisdiction in those courts.

18. Changes to These Terms

SIS may update this Agreement from time to time. Updated terms apply immediately to new purchases. For an existing paid subscription, a material change will apply at the next renewal after reasonable notice, unless an earlier change is required by law, security needs, or a third-party service requirement. The version date at the top of this Agreement identifies the current version.

19. General Terms

The parties are independent contractors. This Agreement does not create a partnership, joint venture, franchise, fiduciary relationship, agency, or employment relationship.

Customer may not assign this Agreement to another party without SIS consent, except in connection with a sale of substantially all of Customer’s business or assets where the assignee agrees to this Agreement. SIS may assign this Agreement in connection with a merger, reorganization, sale of assets, financing, or change of control.

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including widespread internet, cloud, telecommunications, utility, or third-party provider failures, natural disasters, government actions, war, terrorism, civil unrest, or labor disruptions. This does not excuse payment for Services already provided.

If any provision is unenforceable, it will be limited or modified only as much as necessary, and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver.

This Agreement, together with the Purchase Terms, Privacy Policy, and any separately signed addendum that expressly applies, is the entire agreement between SIS and Customer concerning the Services. A purchase order, email, proposal notation, or other Customer document does not modify this Agreement unless SIS expressly agrees in writing.

Electronic acceptance is effective as an original signature. Records of checkout acceptance, payment, account creation, and use of the Services may be used to establish acceptance of this Agreement.

20. Contact

Questions about this Agreement, billing, cancellation, or legal notices should be sent using the contact information published on the ReplicAItor website. Notices to Customer may be sent to the email address associated with Customer’s account or purchase.

Last updated: August 10, 2026