1. Scope and Incorporation
These Master Terms of Use (the "Master Terms") govern AI Maestro Discovery and advisory engagements offered by 3-102-950875 Sociedad de Responsabilidad Limitada (d/b/a IQ Source), a Costa Rican limited-liability company. They are incorporated by reference into each Order Form executed between IQ Source and a Subscriber (each, an "Order"). Each Order describes the specific engagement (services, fees, schedule, deliverables) and, together with these Master Terms, forms the complete agreement between the parties for that engagement. To the extent of any conflict, the Order controls.
Capitalized terms used in these Master Terms have the meanings given in Section 2 or in the applicable Order.
2. Definitions
- "IQ Source" means 3-102-950875 Sociedad de Responsabilidad Limitada, a Costa Rican limited-liability company, doing business as IQ Source.
- "Subscriber" means the entity identified in the applicable Order.
- "Services" means the AI Maestro — Discovery (Stage 1) program: Process Archaeology interviews, AI Fluency anchoring sessions, and the Deliverables described in the applicable Order. Stage 1 is discovery and advisory only.
- "Deliverables" means the three artifacts produced under Stage 1: the Process Reality Map, the AI Opportunity Score, and the Opportunity Ranking and Go/No-Go Recommendation.
- "Stage 2" means any subsequent implementation, agent design, integration, or build engagement, which requires a separate Order.
- "Effective Date" means the date of the last signature on the applicable Order.
- "Fees" means the total fees set forth in the applicable Order.
- "Confidential Information" has the meaning given in Section 5.
3. Effectiveness
An Order is not effective, and IQ Source has no obligation to perform Services or otherwise assist Subscriber, until Subscriber has (a) returned a fully executed counterpart of the Order to IQ Source and (b) paid the first installment in cleared funds. The kickoff date will be confirmed in writing by IQ Source only after both conditions are satisfied.
4. Warranty
4.1. Performance standard. IQ Source warrants that the Services will be performed in a professional and workmanlike manner. For thirty (30) calendar days following delivery of the Opportunity Ranking and Go/No-Go Recommendation (the "Warranty Period"), IQ Source will, at no additional charge, correct any factual errors, mis-mapped processes, or material omissions in the Deliverables that Subscriber identifies in writing within the Warranty Period.
4.2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." IQ SOURCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IQ SOURCE DOES NOT WARRANT ANY PARTICULAR BUSINESS, FINANCIAL, OR REGULATORY OUTCOME FROM SUBSCRIBER'S USE OF THE DELIVERABLES.
5. Confidentiality and Client Privilege
5.1. Definition. "Confidential Information" means any non-public information disclosed by Subscriber to IQ Source in connection with the Services, including: client-matter content, files, and communications that may be subject to attorney-client privilege or the attorney work-product doctrine; identities of Subscriber's clients, counterparties, and matter details; internal processes, methodologies, financials, pricing, and commercial strategies; and personally identifiable information of staff, clients, or counterparties.
5.2. Obligations. IQ Source will (a) use Confidential Information solely to perform the Services; (b) not disclose Confidential Information to any third party without Subscriber's prior written consent; (c) protect Confidential Information using commercially reasonable safeguards that, at minimum, match the degree of care it uses for its own confidential information of similar sensitivity, and that meet generally accepted industry standards for information security; and (d) notify Subscriber in writing within forty-eight (48) hours of becoming aware of any unauthorized access, disclosure, or use.
5.3. Privilege preservation. Where Subscriber is a law firm or otherwise holds privileged client information, IQ Source will treat all client-matter content as privileged unless Subscriber expressly states otherwise; will not submit Confidential Information to any third-party AI service in a form that would identify a client, counterparty, or specific matter facts (anonymization protocols apply during Discovery interviews and demonstrations); and will not use Confidential Information to train, fine-tune, or improve any artificial-intelligence model.
5.4. Exceptions. Confidential Information does not include information that (a) is or becomes publicly known through no fault of IQ Source, (b) was rightfully in IQ Source's possession prior to disclosure without obligation of confidentiality, or (c) must be disclosed pursuant to applicable law or a binding order, provided IQ Source gives Subscriber reasonable prior notice (where permitted) to seek a protective order.
5.5. Return or destruction. Within fifteen (15) days of termination of the Order, IQ Source will, at Subscriber's election, return or destroy all Confidential Information in its possession or control and certify the same in writing.
5.6. Commercial reference. Subscriber grants IQ Source a non-exclusive, royalty-free right to identify Subscriber as a client of IQ Source by name and logo on IQ Source's website, marketing materials, and investor communications. Such references are limited to Subscriber's name, logo, and a high-level description of the engagement type (e.g., "AI Maestro Discovery"), and will not disclose Confidential Information, fees, specific findings, or matter content. Subscriber may revoke this right at any time on thirty (30) days' written notice, after which IQ Source will remove the reference from forward-facing materials; historical materials such as printed decks or archived posts are exempt. Subscriber may also suppress this right at the outset by electing the opt-out option on the applicable Order Form.
5.7. Third-party platforms. The confidentiality obligations under this Section 5 are subject to Section 7.2. IQ Source is not liable for any unauthorized access, disclosure, or use of Confidential Information that arises from (a) a security vulnerability, data breach, ransomware incident, or outage affecting a third-party service provider not within IQ Source's direct control, or (b) actions by Subscriber's own personnel or affiliates. IQ Source's responsibility is limited to selecting third-party providers in good faith and maintaining its own access credentials with reasonable security.
5.8. Cross-border transfer. Subscriber acknowledges that performance of the Services may involve cross-border transfer of Confidential Information to third-party AI service providers located outside the Republic of Costa Rica (typically the United States) and consents to such transfer, subject to the protections set forth in this Section 5.
5.9. Duration. This Section 5 survives for two (2) years after termination of the Order, except that obligations relating to information subject to the attorney-client privilege survive indefinitely.
6. Subscriber Cooperation, Reliance, and Prerequisites
6.1. Cooperation. Subscriber will (a) provide IQ Source with reasonable and timely access to the personnel and process owners necessary to perform the Services; (b) furnish documents, organizational information, and factual representations on a timely basis; and (c) keep IQ Source informed of all material developments that affect the engagement. Subscriber acknowledges that the quality and timeliness of the Deliverables depend materially on Subscriber's cooperation and responsiveness.
6.2. Reliance. IQ Source performs the Services based on information furnished by Subscriber, which IQ Source is not required to independently verify. IQ Source is not responsible for any error in the Deliverables that results from inaccurate, incomplete, or untimely information provided by Subscriber.
6.3. Tool licenses. To enable the Services, Subscriber will, on IQ Source's reasonable written request, procure and maintain the Anthropic Claude licenses (Pro, Team, or Enterprise) necessary for AI Fluency training and Discovery demonstrations, in the quantities reasonably required to cover the participants designated by Subscriber. License fees are payable by Subscriber directly to Anthropic and are not included in the Fees. If Subscriber declines or delays procuring a requested license, IQ Source may limit, defer, or restructure the affected portion of the Services, and the Term may be extended on a day-for-day basis to absorb the delay.
6.4. Scheduling. Specific dates for on-site visits and virtual working sessions will be agreed upon by the parties and confirmed in writing as follows: on-site dates at least seven (7) calendar days in advance; virtual session dates at least three (3) business days in advance. All times referenced are U.S. Eastern Time (ET) or Central Standard Time (CST), as specified in the applicable Order, unless the parties agree otherwise in writing.
6.5. Travel bookings. Once on-site dates are confirmed in writing, IQ Source will book travel (typically fourteen (14) calendar days in advance of the visit). Any date change initiated by Subscriber after travel is booked will be billed to Subscriber at IQ Source's documented actual cost for flight change fees, hotel cancellation penalties, and rebooking expenses.
6.6. Late cancellation. If Subscriber cancels or postpones a confirmed on-site visit with less than seventy-two (72) hours' notice and IQ Source's travel arrangements are non-refundable, Subscriber will reimburse IQ Source for the documented non-refundable travel cost, in addition to any installment then due.
6.7. Rescheduling by IQ Source. If IQ Source must reschedule an on-site visit for reasons within its control, IQ Source will provide as much advance notice as practicable and will bear its own incremental travel costs. The engagement Term in the applicable Order will be extended on a day-for-day basis to absorb any such IQ Source-initiated delay.
7. Third-Party Services and Limitation of Liability
7.1. Third-party services. During the Services, IQ Source may reference, demonstrate, or train Subscriber on Anthropic Claude and on Subscriber's existing productivity tools. Each third-party service is governed by its own terms and privacy policy. Subscriber is responsible for procuring and managing any licenses or subscriptions it elects to use.
7.2. Third-party outages and hallucinations. IQ Source is not liable for any claim arising out of: (a) security vulnerabilities (including zero-day) in third-party platforms; (b) data breaches, ransomware, leaks, or unauthorized access affecting third-party services; (c) outages, downtime, or unavailability of any third-party platform; (d) unilateral changes to third-party APIs, terms, or pricing; (e) loss of data caused by failure of any third-party service; or (f) hallucinations, factual errors, or outputs generated by third-party AI services.
7.3. Aggregate cap. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO AN ORDER SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID UNDER THAT ORDER. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
8. Intellectual Property
8.1. Deliverables. Upon receipt by IQ Source of all Fees due under an Order, Subscriber owns the Deliverables as work product, including the right to use them internally and to share them with successor consultants.
8.2. IQ Source methods. IQ Source retains all rights in its underlying methodologies, frameworks, scoring matrices, training materials, prompt libraries, and tools used to produce the Deliverables. Nothing in the Order grants Subscriber any rights to those underlying assets, other than the right to use the Deliverables themselves.
8.3. Open-source components. Any open-source components referenced in the Deliverables retain their original licenses.
8.4. No software produced under Stage 1. Stage 1 produces no software, source code, scripts, automations, or AI agents. Source-code custody, transfer, and intellectual-property treatment of any code produced in Stage 2 will be addressed in the separate Order executed for that work.
9. Force Majeure
Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control, including: cyberattacks (DDoS, ransomware, and similar), zero-day vulnerabilities, natural disasters, pandemics, regulatory changes, sanctions affecting cloud services, large-scale internet or platform outages, and acts of governmental authority. The affected party will notify the other within forty-eight (48) hours of the event, and the parties will reschedule affected activities in good faith without additional charge. If the Force Majeure event continues for more than sixty (60) days, either party may terminate the Order on written notice without further liability, except for Fees earned through the termination date.
10. Termination
10.1. For convenience. Either party may terminate an Order at any time by giving the other party fifteen (15) days' prior written notice. Refund posture and non-refundable installments are set forth in the applicable Order.
10.2. For cause. Either party may terminate an Order immediately upon written notice if the other party materially breaches the Order and fails to cure the breach within fifteen (15) days after written notice.
10.3. Withdrawal by IQ Source. IQ Source may suspend or withdraw from the Services on five (5) business days' written notice if Subscriber (a) fails to provide the cooperation or access required by Section 6, (b) fails to pay any undisputed invoice when due, or (c) requests work that, in IQ Source's reasonable professional judgment, would violate applicable law, professional standards, or ethical obligations. On such withdrawal, IQ Source remains entitled to be paid for the Services rendered and out-of-pocket expenses properly incurred through the effective date of withdrawal.
10.4. Survival. Sections 5, 7, 8, 11, 12, and 13 survive termination of the Order.
11. Subscriber Indemnification
Subscriber will indemnify, defend, and hold harmless IQ Source and its personnel from and against any third-party claim, loss, damage, or expense (including reasonable attorneys' fees) arising from (a) Subscriber's negligence, willful misconduct, or violation of law; (b) the operation of Subscriber's business or Subscriber's use of the Deliverables; or (c) inaccurate or incomplete information furnished by Subscriber. This indemnity does not apply to the extent the claim arises from IQ Source's gross negligence or willful misconduct.
12. Governing Law and Disputes
12.1. Governing law. Each Order and these Master Terms are governed by the laws of the Republic of Costa Rica, without regard to its conflict-of-laws principles.
12.2. Negotiation. In the event of any dispute, the parties will first attempt in good faith to resolve the matter through direct negotiation for thirty (30) days.
12.3. Jurisdiction. If the dispute is not resolved within that period, it will be submitted to the exclusive jurisdiction of the competent courts of San José, Costa Rica.
12.4. Controlling language. These Master Terms and the Order are executed in English. A courtesy Spanish translation may be provided for internal records; in any conflict between versions, the English text controls.
13. General Provisions
13.1. Entire agreement. Each Order, together with these Master Terms and any exhibits, is the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous proposals, communications, and understandings.
13.2. Amendments. Any amendment must be in writing and signed by both parties.
13.3. Independent contractor. IQ Source performs the Services as an independent contractor. Nothing in these Master Terms or in an Order creates a partnership, joint venture, employment, or agency relationship between the parties.
13.4. Assignment. Neither party may assign an Order or these Master Terms without the other party's prior written consent, except that either party may assign to an affiliate or to a successor in a merger or sale of substantially all of its assets.
13.5. Notices. Notices shall be delivered by email to the addresses set forth in the applicable Order and to ricardo@iqsource.ai, and shall be effective upon receipt.
13.6. Counterparts; electronic signatures. An Order may be executed in counterparts and by electronic signature, each of which is deemed an original and which together constitute one instrument.
13.7. Creditworthiness. Subscriber represents and warrants that it is creditworthy and financially stable and will timely pay invoices.
13.8. Electronic communications. Subscriber authorizes IQ Source to communicate with Subscriber and with any third parties whose involvement is necessary to perform the Services by email and other electronic messaging means. Subscriber acknowledges and accepts the inherent risk that confidences transmitted by such means may be inadvertently disclosed to unauthorized third parties, except to the extent such disclosure arises from IQ Source's gross negligence or willful misconduct. This authorization remains in effect until revoked in writing.
13.9. Out-of-scope services and expenses. If Subscriber requests services or requires materials, travel, or third-party data licenses that fall outside the Services described in the applicable Order, IQ Source will inform Subscriber in writing and, on Subscriber's written approval, perform such additional work or incur such expenses at the rates set forth in the Order or as otherwise agreed in writing.
14. Modifications to these Master Terms
IQ Source may modify these Master Terms from time to time. Modifications apply prospectively to Orders executed after the modification's "Last updated" date. Modifications do not retroactively change the terms of an Order already in effect; the version of the Master Terms in effect on the Effective Date of an Order governs that engagement.
15. Contact
Questions about these Master Terms should be directed to ricardo@iqsource.ai or info@iqsource.ai.
