Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is entered into between Infinite Liberty AI Business Solutions ("Company," "we," "us," or "our"), a business located at 447 Sutter St Ste 405 PMB 1085, San Francisco, CA 94108, and the client identified on the accompanying Order Form ("Client," "you," or "your").

This Agreement governs the Company's design, build, and ongoing support of a custom AI Growth Website system — including strategy, website architecture, automations, AI agents (including "Luna"), and backend process infrastructure — for Client's business. It is incorporated by reference into, and governed alongside, the Company's Terms of Service and Privacy Policy.

The Services are provided "AS IS" and "AS AVAILABLE." The Company makes no guarantee regarding specific business outcomes, revenue generation, lead volume, appointment volume, or marketing results. Results depend on many factors outside the Company's control, including Client's industry, market conditions, offer quality, and follow-through.

AI Agents (including Luna) may occasionally produce inaccurate, incomplete, or unexpected outputs. Client is responsible for reviewing AI-generated communications and not relying solely on AI for legal, financial, or safety-critical decisions. The Company does not provide legal, tax, accounting, or financial advice; Client should consult qualified professionals for such matters.

The Company expressly disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

The Company makes no guarantee regarding website traffic, sales conversions, or search engine rankings. Performance results depend on many factors outside the Company's control, including Client's industry, market conditions, offer quality, and follow-through.

3.1 Fees & Plans. Client agrees to pay the setup fee and recurring monthly subscription fee set forth in the accompanying Order Form. Setup fees range from $1,500 to $15,000+ one-time depending on project complexity and scope. The Enterprise Super AI Agent plan is billed at $497 to $997 per month. All fees are stated in U.S. Dollars unless otherwise specified.

3.2 Down Payment & Project Start. A down payment is required to reserve the Company's engineering capacity and initiate the project. The Company will not begin design or build work until the required down payment has been received in full. Work is scheduled and resourced only after the down payment clears. The down payment amount and selected payment option are documented in the Order Form.

3.3 Payment Options. Client may select from the following payment arrangements for the setup fee, subject to the total cost of the engagement and the Company's approval:

• Standard 50/50 (default) — Fifty percent (50%) of the agreed setup fee secures the build slot and is due before work begins; the remaining fifty percent (50%) is due upon delivery and after Client has approved the completed work. This is the Company's default and preferred option.
• Three-Month Installment Plan — For larger engagements, the setup fee may be split into three (3) equal monthly installments, with the first installment serving as the down payment that starts the project. Subsequent installments are billed monthly on the same calendar date as the first payment. The full setup fee must be paid before final delivery; any remaining delivery balance applies only after all installments are complete.

3.4 Monthly Subscription Activation. Recurring monthly subscription billing — the $497–$997/month Super Agent plan and any selected AI Employee subscription tier (Section 5) — activates on the date the first payment of the setup fee is processed and continues monthly thereafter on the same calendar date. For example, if the first payment is processed on October 10, 2026, the next monthly subscription charge processes on November 10, 2026, and continues on that date each month until cancelled in accordance with Section 14. Subscription fees are non-refundable.

3.5 Pass-Through Platform & Infrastructure Fee. The Services are built on a third-party all-in-one CRM and automation platform. A platform fee (approximately $197/month) covers website hosting, ongoing platform updates, security, and the underlying automation infrastructure. This fee is billed separately from the Company's service fees and from the AI Employee subscription tiers in Section 5. The Company is not responsible for changes to third-party platform pricing.

3.6 Late-Pay Penalties. Payments overdue by 15 days incur a $100 late fee; after 30 days, a $300 late fee applies; accounts overdue by 60 days may result in legal action. Unpaid invoices may also result in suspension of access to the Platform and AI Agents and termination of the account per Section 14. Client must keep payment information current at all times.

3.7 Estimates, Revisions & Added Scope. The Company provides good-faith estimates based on Client's requested scope. Any work, revisions, or design requests outside the agreed scope — new automations, additional pages, integrations, or features requested after the build is approved — is subject to a separately quoted service fee. The Company will confirm scope and price in writing before beginning added work.

3.8 Agency of Record & Software Subscription. This Agreement covers Services only. All software subscriptions — including those hosted through the third-party platform or any third-party system — are billed separately using Client's card on file and are governed by their respective software terms of service. The Company serves as Client's Agency of Record, providing ongoing software support that includes 24/7 tech support via the platform, group office hour calls multiple times per month, and access to training and community resources. Cancellation or suspension of software access does not alter the terms or payment obligations of this Services Agreement.

4.1 One-Time Setup Costs. In addition to the setup fee, the following one-time costs may apply and are billed at cost plus any applicable pass-through:

• WhatsApp Business Number — $11 (one-time), required to enable WhatsApp messaging and AI chat through WhatsApp.
• Business Phone Number — if Client requires a dedicated inbound/outbound phone number for Voice AI or call handling and has not provided one, a number will be purchased on Client's behalf at the carrier's prevailing rate.
• Domain Name — if Client does not own a domain, the Company will purchase one on Client's behalf at the registrar's prevailing rate (typically $15–$30/year). If Client already owns a domain, no purchase is required and the Company will assist with DNS connection at no additional domain cost.

4.2 A2P / DLC Carrier Registration. To send SMS and place AI-assisted calls on U.S. carrier networks, Client must complete A2P 10DLC brand and campaign registration. A one-time carrier registration fee (typically less than $25) applies and is billed at cost. Client is responsible for the accuracy of submitted business information.

4.3 Usage Wallet. A usage wallet (approximately $30/month credit, then pay-per-use) covers metered usage for email, AI overages, and phone activity beyond included allowances. Once the monthly credit is depleted, incremental usage is billed at the platform's prevailing rates and charged to the card on file. Client is responsible for monitoring usage levels.

4.4 AI Pay-Per-Use. Where the selected AI Employee tier's included monthly allowances are exceeded, or where the Pay-Per-Use tier (Section 5.4) applies, AI usage is billed per action, token, or minute at the rates in the Schedule of Fees (Section 8).

4.5 AI Knowledge Base — Included or Billed Separately. The initial design, configuration, and training of the Client's AI knowledge base — including Luna's voice, scripts, conversation flows, business-specific responses, and prompt tuning — may be either (a) included in the agreed setup fee for the initial build at no additional charge, or (b) billed as a separate Knowledge Base Fee as quoted in the Order Form, at the Company's discretion based on the scope and complexity of the required training. Where a Knowledge Base Fee applies, it is due on the same terms as the setup fee (Section 3) and is non-refundable once knowledge-base training has begun. The Company determines at quoting whether the knowledge base is included or billed separately, and the applicable option is documented in the Order Form.

4.6 Ongoing Knowledge-Base Maintenance. Knowledge-base updates, content additions, prompt adjustments, and re-training beyond the initial build — including changes requested after the initial training is approved or to reflect new services, offers, or business changes — are billed as added scope per Section 3.7. Where the Client's selected plan includes a recurring maintenance allowance, knowledge-base upkeep within that allowance is included; updates beyond the allowance are billed at the Company's standard rates.

5.1 General. AI Employee subscriptions cover the AI logic and processing engine for the Company's AI assistants (including Luna) — Conversation AI, Voice AI, Reviews AI, and Content AI. The Company offers three AI billing structures; the selected tier is documented in the Order Form and may be changed with 30 days' written notice.

5.2 $50/Month Growth Tier. The Growth tier includes the following monthly baseline allowances:

• Conversation AI — up to 1,000 AI responses per month
• Voice AI — up to 100 voice AI minutes per month (inbound and outbound)
• Reviews AI — automated review responses within the included allowance
• Content AI — content generation within the included allowance
• Ask AI / AI Studio — included session allowances for standard workflows

When a monthly baseline cap is exceeded, the excess usage is billed on a pay-per-use basis at the rates in the Schedule of Fees (Section 8), charged to the card on file. Unused allowances do not roll over.

5.3 $99/Month Unlimited Tier ($97/month standard). The Unlimited tier provides uncapped access under the platform's standard Fair Use terms:

• Conversation AI — uncapped under Fair Use
• Voice AI — uncapped for inbound, outbound, and widget calls under Fair Use
• Reviews AI — uncapped under Fair Use
• Content AI — uncapped under Fair Use

Usage that exceeds normal Fair Use limits, or that relies on Agent Studio custom workflows, advanced token executions, or unusually high-volume automated activity, remains metered and may be billed as a pay-per-use surcharge at the rates in the Schedule of Fees (Section 8).

5.4 Pay-Per-Use Tier. Where no recurring AI Employee subscription is selected, all AI usage — Conversation AI, Voice AI, Reviews AI, and Content AI — is billed purely per action, token, or minute at the rates in the Schedule of Fees (Section 8), charged to the card on file.

5.5 Tier Selection & Changes. Client may upgrade from Growth to Unlimited or switch to Pay-Per-Use at any time; changes take effect at the start of the next billing cycle unless otherwise agreed. Downgrades take effect at the next billing cycle.

6.1 Telephony & Carrier Pass-Through Costs. The following telecommunication costs are billed separately based on actual usage:

• Phone line rentals (monthly recurring per active line)
• Inbound and outbound call per-minute carrier rates
• Agency per-minute call markups (for example, $0.75 per minute over the carrier rate) as configured in the Company's Reselling Settings
• SMS and MMS messaging segments (billed per segment at carrier rates plus agency markup)
• Carrier lookup fees (where applicable)
• A2P / 10DLC carrier registration fees (Section 4.2)

6.2 No Included Telephony. No AI subscription tier — including the Unlimited tier — includes telephony, phone line rental, or carrier per-minute charges. A client on the Unlimited tier still incurs per-minute call and SMS charges at the rates in the Schedule of Fees (Section 8), because those costs reflect real carrier infrastructure rather than AI processing.

6.3 Carrier Rate Changes. Telephony rates are set by carriers and may change without notice. The Company will pass through such changes at cost and update the Schedule of Fees (Section 8) accordingly with updated schedule disclosure to Client.

7.1 Authorization to Charge. Client authorizes the Company to automatically charge the payment method on file for:

• Recurring monthly base subscription fees — the $497–$997/month Super Agent plan and the selected AI Employee tier ($50/month, $99/month, or Pay-Per-Use) described in Section 5;
• Pay-per-use overage surcharges — when included monthly tier allowances are exceeded, billed at the rates in the Schedule of Fees (Section 8);
• Variable telephony re-billing — per-minute call charges, SMS/MMS segment charges, carrier lookup fees, and A2P fees as incurred, or when wallet re-billing thresholds are triggered, at the rates in the Schedule of Fees (Section 8);
• The platform fee (Section 3.5) and usage wallet replenishment (Section 4.3).

7.2 Card on File. Client must maintain a valid payment method on file at all times. If a charge fails, the Company will notify Client and retry; continued failure may result in suspension of Services per Section 14.

7.3 Invoice & Dispute Window. The Company provides invoices and usage reports through Client's sub-account. Client may dispute a charge in writing within 30 days of the invoice date; undisputed charges are deemed approved.

8.1 Variable Markups & Dynamic Pricing. All itemized usage fees, per-minute call rates, text messaging (SMS/MMS) markups, AI feature overages, and software add-on pricing are defined by the Company's live Reselling Settings and listed in the attached Schedule of Fees (Schedule A), which forms part of this Agreement.

8.2 Modifying Rates Without Re-Signing. Client agrees that specific usage markups and recurring add-on rates listed in Schedule A or configured within the Company's Reselling Settings may be updated periodically. Continued use of the platform and Services following written notice or an updated Schedule A disclosure constitutes acceptance of the adjusted rates, without requiring a complete re-execution or amendment of this Master Agreement.

8.3 Reselling Services Included. This Agreement includes all active reselling services, features, and their associated usage markups — including phone, AI, and software add-ons — as configured in the Company's Reselling Settings and detailed in Schedule A at the time of signing. The Schedule may be updated to reflect changes in carrier rates, platform pricing, or the Company's markup configuration, subject to Section 8.2.

9.1 Down Payment. The down payment / first installment is non-refundable once work has begun, as it reserves the Company's engineering capacity and covers initial architecture and planning. If Client cancels before work begins, the down payment is refundable minus reasonable costs already incurred for the Architecture Session.

9.2 Delivery Balance. Any remaining setup balance (the final 50% under the standard option, or the remaining installments under the installment plan) is due upon delivery and after Client has approved the completed work. If Client rejects delivered work without good-faith reason, the Company will make commercially reasonable revisions; the balance remains due once the work substantially conforms to the agreed scope.

9.3 Monthly Subscription. Recurring monthly fees — the Super Agent plan, AI Employee tier, platform fee, and telephony — are non-refundable. No partial-month refunds are issued. Client may cancel future renewals with at least 7 business days' written notice before the next billing date, per Section 14.

9.4 Rescheduling. Architecture Sessions and milestone reviews may be rescheduled with at least 24 hours' notice. Repeated no-shows or reschedules (three or more) may result in a rescheduling fee and a revised delivery timeline.

10.1 Client-Owned Content. Client retains full ownership of all Content it uploads or creates within the Platform, including its contact data, brand assets, and business information. The Company grants Client a license to use the delivered website, automations, and configurations for Client's business operations during the subscription term.

10.2 Company IP. The Platform, AI Agents (including Luna), custom architectures, prompts, scripts, workflows, proprietary methods, and underlying technology are and remain the exclusive property of the Company and/or its licensors. This Agreement does not grant Client ownership rights in the Company's proprietary methods or the underlying third-party platform.

10.3 Marketing Use. Client grants the Company a limited license to use Client's business name, logo, and the delivered work (including screenshots and case-study results) in the Company's marketing, portfolio, testimonials, and case studies, unless Client provides written opt-out notice at the time of signing. The Company will not disclose Client's confidential customer data in marketing materials.

Client is responsible for:

• Providing timely access to required assets, logins, brand materials, and approvals so the build can proceed on schedule
• The accuracy of all business information provided, including for A2P 10DLC registration and AI knowledge-base training
• Obtaining and maintaining all required consent from its contacts for SMS, email, and AI-assisted calls, in compliance with CAN-SPAM, TCPA, and applicable telemarketing laws
• Monitoring usage levels for metered services (email, AI, phone) and maintaining a valid card on file for pass-through costs and overages
• Reviewing AI-generated communications and not relying solely on AI for legal, financial, or safety-critical decisions
• Maintaining the confidentiality of login credentials and all activity under Client's account
• Compliance with all applicable laws related to electronic commerce, privacy, and data protection, and holding the Company harmless from any related claims or penalties

Delays caused by Client's failure to provide assets or approvals may extend the delivery timeline and are not the Company's responsibility.

12.1 Confidentiality. Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential. This obligation survives termination for two (2) years. The Company will not disclose Client's confidential customer data in marketing materials.

12.2 Copyrights. Client represents that all Content it provides is owned by Client or used with proper authorization, and that it does not infringe any third-party copyright, trademark, or intellectual-property right. Client indemnifies the Company against any claim arising from Client's Content.

12.3 Third-Party Platform. The underlying third-party platform and its features are governed by that provider's own terms. The Company uses it as infrastructure but does not own it; platform feature availability may change at the provider's discretion.

12.4 Proprietary Materials. All worksheets, templates, frameworks, and proprietary materials provided by the Company are for Client's internal business use only and may not be resold, redistributed, or transferred without the Company's written permission.

13.1 License. The Company grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the subscription term solely for Client's internal business operations.

13.2 Acceptable Use. Client shall not use the Platform to send spam, violate CAN-SPAM/TCPA/CASL/GDPR, transmit unlawful or infringing content, distribute malware, reverse-engineer the Platform, or resell raw platform access without written consent.

13.3 Service Availability. The Company uses commercially reasonable efforts to maintain availability but does not guarantee uninterrupted, error-free service. Scheduled maintenance will be communicated where practicable. Disruptions caused by third-party providers do not constitute a breach by the Company.

13.4 Data Portability. Upon cancellation, Client may export its contact data and records within 30 days of termination, after which the Company may permanently delete Client data.

14.1 Termination by Client. Client may cancel their subscription at any time by written notice to support@infinitelibertyaisolutions.com at least 7 business days before the next billing date. No partial-month refunds are issued.

14.2 Termination by Company. The Company may suspend or terminate Client's account immediately upon written notice if Client: (a) materially breaches this Agreement and fails to cure within 10 business days of notice; (b) violates the Acceptable Use Policy; (c) fails to pay fees when due; or (d) engages in fraudulent or illegal activity.

14.3 Effect of Termination. Upon termination: all licenses immediately cease; Client loses access to the Platform and data stored therein; outstanding fees become immediately due; and surviving provisions (Ownership, Confidentiality, Disclaimer, Indemnity, Limitation of Liability) continue in force. Client may export data within 30 days.

15.1 Coverage Maintained. The Company maintains active, comprehensive commercial insurance coverage through top-tier admitted and surplus carriers for all ongoing professional consulting and AI business operations, including:

• Commercial General Liability (Occurrence basis) — $1,000,000 Each Occurrence / $2,000,000 General Aggregate / $2,000,000 Products & Completed Operations Aggregate;
• Professional Liability / Errors & Omissions (E&O, Claims-Made basis) — $1,000,000 Per Claim Limit / $2,000,000 Aggregate Limit covering digital agency, software consulting, and AI automation architecture services;
• Commercial Business Property & Extra Expense coverage protecting agency infrastructure and operations continuity.

15.2 Proof of Insurance. An official Certificate of Liability Insurance (ACORD form) is available upon Client's reasonable written request for enterprise onboarding or vendor verification.

16.1 Estimated Timeline. The Company will provide an estimated completion or launch date upon request but does not guarantee it. Delivery timelines depend on project scope, complexity, and Client responsiveness in providing required assets and approvals.

16.2 Client Delays. The Company is not responsible for delays caused by Client, including late delivery of content, materials, or approvals. If Client delays exceed three (3) weeks, a $200/week delay fee may apply to reserve the Company's engineering capacity. If work is paused by Client, all scheduled payments remain due and no refunds are provided.

17.1 Future Work. After project completion, any further edits, updates, enhancements, or consulting will be billed at the Company's standard hourly or agreed-upon rates under a separate scope of work.

17.2 Ongoing Maintenance. Monthly subscription fees cover ongoing maintenance and support as defined in the selected plan. New feature development outside the agreed scope is billed separately per Section 3.7.

18.1 Third-Party Changes. The Company is not responsible for changes made by Client or any third-party contractor to the Platform, website, automations, or configurations after delivery.

18.2 Client Obligations. Client is responsible for renewing domains, maintaining software subscriptions, and managing hosting accounts connected to the Services. Lapsed domains, subscriptions, or hosting may interrupt the Services and are not the Company's responsibility.

19.1 No Liability for Data Loss. The Company is not liable for loss or corruption of files, data, or content on any server, platform, or shared folder used in connection with the Services.

19.2 Client Backups. Client is solely responsible for maintaining its own backups of critical business data. Restoration, recovery, or troubleshooting of lost data may incur additional fees.

20.1 Security Responsibility. Security management of the Platform, website, and any connected e-commerce or payment systems — including monitoring, patching, and access control — is the shared responsibility of Client and the Company during the subscription term. The Company manages security for the Platform infrastructure it directly controls. Client is responsible for securing its own credentials, integrations, and any third-party connected services.

21.1 AI-Assisted Work. The Company may use artificial intelligence tools and AI-assisted workflows ("AI Tools") to support delivery of the Services, including drafting copy, generating ideas, summarizing information, creating code snippets, and assisting with design and automation.

21.2 Client Responsibility for Use and Approval. Client is responsible for reviewing and approving all deliverables and for how any AI-assisted content is used, published, or represented.

21.3 No Liability for Misuse. The Company is not liable for Client's or any third party's misuse of AI-assisted outputs, or for any misrepresentation, false claims, or improper disclosures made using AI-assisted content.

21.4 No Warranty as to Accuracy. AI-assisted outputs may contain errors, omissions, or biased or inaccurate information. The Company makes no warranty that AI-assisted outputs are accurate, complete, non-infringing, or compliant with applicable laws or platform policies.

21.5 Compliance and Disclosures. Client is solely responsible for ensuring compliance with laws and regulations applicable to AI use (including advertising, consumer protection, and privacy laws) and for making any required disclosures regarding AI-generated or AI-assisted content.

21.6 Third-Party Terms. Use of AI Tools may be subject to third-party terms of service, usage limits, and data handling policies; Client agrees to comply with those terms where applicable.

22.1 Indemnification. Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: Client's use of the Services; Client's violation of this Agreement or any applicable law (including messaging and telemarketing laws); Client's Content or communications sent through the Platform or by any AI Agent; Client's infringement of any third-party right; and Client's failure to obtain proper consent from its contacts for AI outreach.

22.2 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

22.3 Liability Cap. THE COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

22.4 Governing Law & Dispute Resolution. This Agreement is governed by California law. Disputes are first attempted through good-faith negotiation, then resolved through binding individual arbitration administered by the American Arbitration Association (AAA); class actions are waived. Any non-arbitration proceedings shall be brought exclusively in the courts of San Francisco County, California.