Timesheet Notice, Agreement, Terms, and Addendums Notice: As a contractor working with PromptScripting.AI and Deschaine IT LLC, you are required to submit a timesheet for each week to accurately record your work hours. This timesheet must include details of your regular hours as well as any additional time spent on custom orders or projects. Agreement: I will accurately record my regular work hours for each day of the week. I will include details of any custom orders or projects I work on during the week, including the name of the order/project, a brief description, and total hours spent. I understand that submitting false or inaccurate timesheets may result in termination of the contract. I will submit my timesheet to the designated contact at PromptScripting.AI by [submission deadline], typically by [end of the week]. I understand that failure to submit my timesheet on time may result in delays in payment. Terms and Conditions: Contract Period: The contract period begins as identified per the tailored hourly rate. Payment: Payment for services rendered will be made on a weekly basis, subject to the submission of accurate and timely timesheets. Confidentiality: The contractor agrees to maintain the confidentiality of all proprietary information belonging to PromptScripting.AI and its affiliates. Independent Contractor: The contractor acknowledges that they are an independent contractor and not an employee of PromptScripting.AI. Termination: Either party may terminate this contract with mutual agreement at any time. Indemnification: The contractor agrees to indemnify and hold harmless PromptScripting.AI from any claims arising out of the contractor's performance of services under this agreement. Applicable Law: This agreement shall be governed by the laws of [Jurisdiction]. Addendums: Either party can end the contract with mutual agreement at any time. All timesheets must be entered within the week, and payment is issued the following week once approved. Any additional agreements or changes to this contract will be documented in separate addendums, which will become part of this agreement upon mutual agreement and signatures of both parties. All purchases are at the discretion of the company PromptScripting.AI and Deschaine IT LLC. These Contractor Terms and Conditions along with either Design Development Agreement, or Software Development Agreement, or Services Agreement (each separately “Contractor Agreement”, and together with the Contractors Terms – the “Agreement”) is a contract between you (the “Contractor”) and Deschaine IT LLC., a Wisconsin having its address at: 1012 W Blackhawk Drive, Fort Atkinson, WI 53538 (the "Company", "we" or "us"). These Terms are incorporated by reference into the respective Contractor Agreement. In case of any discrepancies between the Contractor Agreement and the Terms, the terms and conditions of the Terms shall prevail. You must read, agree with, and accept all the terms and conditions contained in the Agreement in order to provide the Services to the Company and use our platform located at https://promptscripting.ai and related software (the "Platform"). The Company may, in its sole discretion, amend these Terms and any of the other agreements that comprise the Contractor Terms of Service at any time by posting a revised version on the Platform. The Company will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms on the Platform, providing notice on the Platform, and/or sending you notice by email. Any revisions to the Terms will take effect on the noted effective date (each, as applicable, the “Effective Date”). YOU UNDERSTAND THAT BY SIGNING THE CONTRACTOR AGREEMENT AND USING THE PLATFORM AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE CONTRACTOR TERMS AND CONDITIONS, INCLUDING THE ARBITRATION PROVISION IN SECTION 7 OF THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS IN ITS ENTIRETY, YOU MUST NOT PROVIDE THE SERVICES TO THE COMPANY AND ACCESS OR USE THE PLATFORM AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE TERMS. Terms of Provision of Services: The Contractor shall provide Services to the Company or End Users in accordance with reasonable requests which may be made by the Company or End Users through the Platform from time to time (the “Requests”). The Contractor shall receive the Request (in a form of electronic messages) on the Platform or otherwise as may be agreed with the Company. The Contractor shall, in compliance with the Platform’s rules, provide an update on the received Request and/or complete the Services according to the Request within twenty-four (24) hours after receiving it and provide the Deliverables using the functionality of the Platform, provided that weekends are not taken into account to calculate the said period. When the Contractor believes that he/she appropriately completed all of the Services defined in the Request, the Contractor shall provide the Deliverables to the Company or End User by the means of the Platform. Until the Services are accepted by the Company or End User, the Contractor may, by the means of the Platform, receive an electronic message about the defects in the Deliverables or edits to be completed, which the Contractor must make for the Deliverables to be accepted. If no such electronic message was sent on the Platform, the Deliverables are accepted, and the Services are deemed to be provided. The Deliverable and/or its parts may be rejected only in case if the Deliverable and/or its parts fail to meet the requirements stated in the Request or if it is otherwise reasonably unacceptable. If the Deliverable and/or its parts are rejected, the Contractor must be provided with a rejection notice on the Website, which must contain a list of reasons for rejection. The Contractor shall correct the failures specified in the rejection notice within twenty-four (24) hours after the receipt of the rejection notice, provided that weekends are not taken into account to calculate the said period. When the Contractor believes that he/she has made the necessary corrections, the Contractor shall send a respective electronic message on the Platform on it and the abovementioned acceptance/rejection/correction provisions shall be applied again. Upon the third rejection notice, or if the corrections are not made within two (2) days of the initial rejection notice, the Company may unilaterally terminate the Agreement without prior notice. Consideration: In consideration of the Contractor performing its obligations under the Agreement and Services, the Company will pay the Contractor the fees (“Fees”), in accordance with the payment terms in this clause 3. Amount of the Fees may be agreed by the Parties separately in writing or in the invoices issued by the Contractor and subsequently agreed and paid by the Company. Unless otherwise agreed by the Parties, in no event will the Company be obligated to pay any invoice received from the Contractor more than sixty (60) calendar days from the date the Services were accepted. The Contractor will bear sole responsibility for all expenses incurred in connection with the performance of the Services, unless otherwise agreed to in advance and in writing by Company. The Fees (unless disputed by the Company in good faith) shall be payable by the Company via wire transfer, swift or as otherwise may be agreed by the Parties. Upon request of the Company, the Contractor shall provide the relevant invoice, timesheets and other detailed information on the Fees and Services to the reasonable satisfaction of the Company not later than five (5) business days before the due date for payment. Where desirable (as determined in the Company' sole discretion), the Company may make advance payments to the Contractor. The Company will be entitled to offset any amounts that the Contractor owes to the Company against any amounts the Company owes to the Contractor (if any). The Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers’ compensation, disability benefits or other legal requirements applicable to the Contractor. The Contractor may not subcontract the Services or any portion of the Services under this Agreement to any third party (including without limitation any independent contractors) without the prior written consent of the Company. Assignment of Intellectual Property Rights: For good and valuable consideration, Contractor hereby assigns to the Company, or its designee, or End User, all of Contractor’s right, title and interest throughout the world in and to any and all Inventions, including but not limited to located in the Contractor’s account on the Platform, and all IP Rights and other proprietary rights therein (including by way of assignment of future rights), that Contractor may solely or jointly author, discover, develop, conceive, or reduce to practice in connection with, or as a result of, the Services performed for the Company or otherwise in connection with the Agreement (“Company Inventions”). The Contractor by signing the Agreement irrevocably waives any rights to the Company Inventions and agrees that the Company or, if applicable, the End User, shall be the sole owner of the IP Rights in the Company Inventions. The Contractor waives all moral rights and all similar and analogous rights in other territories to the extent permissible under the relevant legislation in every relevant jurisdiction in the Company Inventions in favor of the Company. If Contractor has any rights to the Company Inventions that cannot be assigned to the Company, Contractor hereby unconditionally and irrevocably grants to the Company during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, distribute, display, perform, prepare derivative works of and otherwise modify, make, have made, sell, offer to sell, import, practice methods, processes and procedures and otherwise use and exploit, such Inventions. Contractor shall assist the Company at the Company’s expense, in every proper way in securing the Company’s rights in the Company Inventions and IP Rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all documents and instruments that the Company, or its designee, shall deem necessary in order to apply for, obtain, maintain and transfer, or if not transferable, waive and never assert such rights, and in order to assign and convey to the Company or its designee, and any successors, the sole and exclusive right, title and interest in and to such Company Inventions, and IP Rights relating thereto. Contractor shall undertake to execute or cause to be executed, when it is in Contractor’s power to do so, any such documents or instrument shall continue during and at all times after the end of the cooperation under Agreement and until the expiration of the last such IP Right to expire in any country of the world. Contractor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Contractor’s agent and attorney-in-fact, to act for and in Contractor’s behalf and stead to execute and file any such documents and instruments and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected by Consultant’s subsequent incapacity. The IP Rights and Inventions created by the Contractor shall not infringe any third parties' rights. In case of such infringement, such Contractor shall fully indemnify and hold harmless the Company and the End User from and against any such infringement. The Company shall have the right to transfer any and all of its rights under the Agreement to third parties, including the IP Rights and the exclusive proprietary intellectual property rights to the Company Inventions, in full and/or in part at the sole discretion of the Company and without the need for any consent of the Contractor. The Contractor hereby irrevocably allows the Company not to indicate the Contractor's name on the Company Inventions and their samples. The Parties agree that the remuneration to the Contractor for the IP Rights and the Company Inventions (the "IP Remuneration") shall be included in the amount of the Fees. The IP Remuneration need not to: (a) be paid by separate payments or otherwise separated from the amount of the Fees; or (b) be expressly designated as remuneration for Relevant IP Rights and the Relevant IP Objects in the details of the payment or otherwise. Without prejudice to the immediately preceding clause, to the extent that an applicable mandatory rule of the law requires the amount of IP Remuneration to be expressly determined, such remuneration shall, for the purposes of that rule only, be deemed to be the higher of: (i) the minimum amount of such remuneration required by any mandatory rules of applicable law (if any); or (ii) the aggregate amount of USD 100 (one hundred US dollars). Confidentiality: Subject to the other provisions of this clause, the Contractor shall not make use of, disclose or divulge any Confidential Information to any person, or make any Confidential Information public or available or accessible to any person. This clause 5 does not prohibit: (i) any actions made with the prior written consent of the Company; (ii) the use or disclosure of certain Confidential Information (other than information referred to under (d) in the definition of Confidential Information) to those consultants, officers, or employees (as the case may be) of the Company who need to know such Confidential Information and are bound by confidentiality obligations to the Company, in each case to the extent necessary in the course of provision of Services by the Contractor; (iii) actions that must be taken under mandatory rules of applicable law (including pursuant to a court order), provided that the Contractor shall give immediate notice to the Company of all relevant circumstances; (iv) the disclosure of information relating to the Agreement to professional legal and tax advisors of the Contractor or of the Company to the extent required to exercise rights and fulfil obligations under this Agreement or to pay taxes and seek legal advise, provided that such advisors are bound by suitable confidentiality obligations and the Contractor shall ensure that such advisors do not use the information other than for the said purposes; (v) disclosure of information which has become public (other than through a breach of the Agreement) before such disclosure. Upon request by the Company or upon termination, the Contractor shall: (i) return to the Company all Confidential Information, in any form or media, and all copies thereof; and (ii) delete all Confidential Information from any computers, electronic memory devices, cloud storages and all other storage, including portable USB storage devices and cell phones that may be used by the Contractor. The Contractor shall ensure that the Confidential Information is kept secure and shall use up-to-date antivirus, antispyware, firewall and similar protective measures on each system on which Confidential Information is stored. The Contractor will not modify, reverse engineer, decompile, reproduce, create other works from or disassemble any software programs contained in Confidential Information of Company. Any reproduction by Contractor of any Confidential Information of Company shall be the intellectual property of the Company from the moment it is created. The obligations set forth in this clause 5 (Confidentiality) of this Agreement shall survive the termination of the Agreement and shall be effective for so long as the relevant information retains its confidential nature, but not less than for two (2) years from the date of termination or expiration of the Agreement. Non-Compete and Non-Solicitation: The Contractor acknowledges the highly competitive nature of the business of the Company and accordingly undertakes (for the benefit of the Company) that he/she will not (and that he/she will procure that no person connected with him/her will): (i) directly or indirectly engage in any Competing Business in the Restricted Area; (ii) hold any direct or indirect interest in, or be engaged by, any company or business which is directly or indirectly engaged in any Competing Business in the Restricted Area (except for securities held in companies listed on an internationally recognised investment exchange and representing less than 5% (five per cent) of the issued class of such security provided that such shareholding represents a passive investment ); (iii) directly or indirectly cause or encourage any person to cease to supply goods and/or services to the Company or to otherwise adversely vary the terms of any business transacted between the Company and such person; (iv) directly or indirectly solicit or entice, or attempt to solicit or entice, away from the Company any Restricted Person, provided that the Contractor shall not be in breach of this clause as a result of running a national advertising campaign open to all comers and not specifically targeted at any of the staff of the Company; (v) use any Confidential Information in relation to any Restricted Business in the Restricted Area; or (vi) make any investments in any companies engaged in the Competing Business without prior disclosure to the Company as well as take any executive positions in such companies and/or participate in day-to-day activities of such companies without prior disclosure to the Company, in each case for so long as the Contractor remains engaged as an independent service provider of a Company under the Agreement and for a period of one (1) year thereafter. Each of the restrictions contained in this clause is separate and distinct and is to be construed separately from the other such restrictions. The Contractor is under an obligation independently on his own behalf or on behalf of the third persons during the period of the collaboration of the Parties under the present Agreement and two (2) years after the end of the collaboration between the Parties: (i) not to enter into business relationships with End Users bypassing the Company; (ii) not to communicate with the End Users of the Company other than on the Platform; and (iii) not to offer to the End Users of the Company the services or services of the third persons that compete with services provided by the Company. The obligations set forth in this clause 6 (Non-Compete and Non-Solicitation) of this Agreement shall survive the termination of the Agreement and shall be effective for not less than for two (2) years from the date of termination of the Engagement. Personal Data: By executing the Agreement, the Contractor agrees that the Company will process the Contractor’s Personal Data in accordance with the Privacy Notice for Independent Contractors available via https://promptscripting.ai/privacy-notice. Responsibility of the Parties: The Party in breach of this Agreement shall be liable for damages and costs incurred by the other Party as a result of such breach or violation of the Agreement (including reasonable legal fees and disbursements), as determined by a court of law. In the event the Contractor violates the intellectual property rights of third parties or any other terms of this Agreement, the Contractor shall compensate the Company for direct and indirect monetary damages and loss of profit caused by such a violation, as determined by a court of law. In the event the Contractor intentionally discloses or gives access to Confidential Information to third parties, or otherwise violates clause 5 of the Agreement, the Contractor shall pay a fine of USD 10,000 (ten thousand U.S. dollars) to the Company, as determined by a court of law. The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law, as determined by a court of law. Representations and Warranties: The Contractor represents and warrants that: (i) the Contractor has full and exclusive right and power to enter into and perform this Agreement; (ii) the Services, the Deliverables and created Inventions as delivered to the Company does not infringe or misappropriate any copyright, patent, trade secret, trademark, or other proprietary right held by any third party and is free of any lien, claim, security interest or encumbrance, and are not subject to any claims, challenges, disputes and proceedings, pending or threatened; (iii) the Deliverables are original works and will not been copied wholly or substantially from any other source, unless explicitly agreed with the Company; (iv) the Services and Deliverables will meet the requirements of the Company described in the Company’s requests, will be complete and accurate, of satisfactory quality and free from any material defect; (v) the Company will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind; (vi) the Contractor will not incorporate into the Services any product, software, or other materials for which the intellectual property rights are not owned solely by the Contractor, without the express written permission of the Company; (vii) if for the development of Deliverables it is necessary to obtain any third party’s assets, the Contractor shall ensure that all necessary licenses are obtained for such assets with appropriate rights to sublicense through multiple levels of sublicensees, to reproduce, distribute, display, perform, prepare derivative works of and otherwise modify, make, have made, sell, offer to sell, import, practice methods, processes and procedures and otherwise use and exploit any such assets for further development of Deliverables; and (viii) the Contractor will comply with all applicable laws and treaties in performing the Services. The Contractor shall not in any circumstances be liable under the warranties in this clause 9 to the extent that it can demonstrate that any failure of the Deliverables to comply with such warranties was directly attributable to the Company’s default. Indemnification: The Contractor hereby undertakes and agrees to indemnify and hold harmless the Company and its affiliates, employees, directors, chief executive officers and other officers from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (i) any negligent, reckless or intentionally wrongful act of Contractor or Contractor’s assistants, employees, contractors or agents, (ii) any breach by the Contractor of any of the covenants of the Agreement, (iii) any violation or claimed violation of third party’s rights resulting in whole or in part from the Company’s use of the Intellectual Property or other Deliverables delivered by the Contractor under the Agreement. The Contractor hereby undertakes and agrees to indemnify and hold harmless the End User from and against all losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with any violation or claimed violation of third party’s rights resulting in whole or in part from the use by End User of the Deliverables delivered by the Contractor through the Platform to the respective End User. Governing Law and Dispute Resolution: These Terms and Agreement shall be governed by the laws of the State of Delaware (excluding conflict of laws rules). Any controversy or claim arising out of or relating to these Terms and Agreement, or the breach thereof, shall be determined by arbitration administered by the International Center for Dispute Resolution in accordance with its International Arbitration Rules, available as follows: https://www.adr.org/Rules. The number of arbitrators shall be one. The place of arbitration shall be Delaware, USA. The language of the arbitration shall be English. Miscellaneous: The Agreement has been set forth in English. The English language version shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any. The Agreement constitutes the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Agreement. Nothing in the Agreement is intended to, or shall be deemed to, establish any employee-employer relationship, partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party. If you have any questions regarding the provisions of the Terms, please send your inquiries to legal@promptscripting.ai I agree to the terms and conditions