MARKETING SERVICES AGREEMENT

1. SCOPE OF SERVICES

The Service Provider agrees to provide the following AI-powered vendor marketing and directory placement solutions via the 9GAI platform, available to real estate agents and their clients across the Worcester, Massachusetts market:

• AI-driven vendor recommendations through 9GAI's AI assistant, Mia, matching agents and their clients to vetted local service providers.
• Directory placement across 9GAI's supported vendor categories, with click-to-call contact information.
• Priority or premium placement options for participating vendors, as described in Section 4 (Fees & Payment Terms).
• Ongoing inclusion in 9GAI's Worcester-area vendor directory, accessible to agents and their clients affiliated with the Worcester real estate community.

2. SPONSORSHIP OF AI PLATFORM

• The Vendor agrees to sponsor a placement on the AI-powered directory platform ("Sponsored Platform") through which 9GAI's AI assistant, Mia, recommends vetted local vendors to real estate agents and their clients across the Worcester, Massachusetts market (the "Real Estate Network").
• The Sponsored Platform integrates AI-driven recommendation, click-to-call contact details, and directory listing tools connecting Vendor with the Real Estate Network.
• As a sponsor, Vendor receives directory visibility under the Preferred plan and, if enrolled in the Premium Preferred plan, additional priority placement and banner ad visibility, as described in Section 4.

3. TERM & RENEWAL

• This Agreement shall remain in effect for 12 months from the date of initial payment (the "Effective Date").
• This Agreement cannot be terminated by either Party before the end of the 12-month term.
• This Agreement shall automatically renew to the next term at the end of 12 months, unless a notice of termination is filed.
• To terminate this Agreement for the next term, the Vendor must provide written notice of termination 30 days prior to the expiration date of the 12-month term.

4. FEES & PAYMENT TERMS

Vendor selects one of the following plans at signup:

• The specific plan and payment frequency selected by the Vendor at the time of payment shall govern the fees due under this Agreement.
• Pricing includes no free trial; billing begins on the plan's activation date, unless a promotional coupon applying a free trial period is redeemed at signup.
• Coupon-based trials are non-obligational: Vendor may cancel at no charge at any time during the trial period. If Vendor does not cancel before the trial ends, the minimum 12-month term begins on the date paid billing starts.
• There is no early-termination or buyout option: the 12-month commitment described in Section 3 is binding for its full length, except where this Agreement is terminated for non-payment or material breach.
• All payments are processed through Stripe. Monthly plans are charged automatically on the same day of each subsequent month via the payment method provided at checkout. The Annual plan is charged as a single upfront payment. By completing payment, Vendor authorizes recurring charges for monthly plans until the Agreement expires or is terminated in accordance with this Agreement.

5. VENDOR OBLIGATIONS

• Provide accurate business information, licensing details, and branding assets for the Vendor's directory listing.
• Ensure all content and claims provided to 9GAI comply with applicable advertising, licensing, and consumer protection laws in Massachusetts.
• Notify 9GAI promptly of any change to Vendor's licensing status, contact information, or service offerings that would affect the accuracy of the listing.

6. INTELLECTUAL PROPERTY & DATA PRIVACY

• The Mia AI assistant, the Sponsored Platform, and all underlying tools and algorithms remain the intellectual property of 9GAI.
• Vendor retains ownership of its own branding, logos, and promotional content used on the Sponsored Platform.
• Both Parties agree to comply with applicable Massachusetts data privacy law, GDPR, CCPA, and other applicable data protection laws to the extent they apply.

7. PERFORMANCE REPORTING & SUPPORT

• 9GAI will provide periodic performance reporting detailing directory engagement, including recommendation frequency and click-to-call activity where available.
• Dedicated support will be available via email, phone, or chat during business hours.

8. CONFIDENTIALITY

• Both Parties agree to maintain the confidentiality of sensitive business information exchanged under this Agreement.
• This confidentiality obligation remains in effect for 2 years after termination of this Agreement.

9. LIABILITY & INDEMNIFICATION

• 9GAI shall not be liable for indirect or consequential damages arising from the use of the Sponsored Platform or Mia's recommendations.
• Each Party shall indemnify and hold harmless the other against claims arising from negligence, misuse of the Sponsored Platform, or data breaches caused by their own actions.

10. GOVERNING LAW & DISPUTE RESOLUTION

• This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.
• Mediation Requirement: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the dispute through mediation in good faith with a mutually agreed-upon mediator. Mediation shall be initiated by written notice from one Party to the other, and the Parties shall meet within 30 days to select a mediator and begin the mediation process.
• If mediation does not resolve the dispute within 60 days from the mediator's appointment, the dispute may be submitted to Worcester County Superior Court in Worcester, Massachusetts for final resolution.

11. MISCELLANEOUS

• This Agreement constitutes the entire understanding between the Parties regarding its subject matter.
• No modification shall be valid unless in written form, including electronic form, and agreed to by both Parties.
• This Agreement may not be assigned without prior written consent from the other Party.