MASTER SERVICE AGREEMENT

AgentOS 24/7 Platform Services


Agreement Date: ________________

Effective Date: ________________




PARTIES


SERVICE PROVIDER:

AI2me LLC

123 Innovation Drive, Suite 500

Wilmington, DE 19801, USA

Email: team@agentos247.com

("AI2me," "we," "us," or "our")


CLIENT:

Name: ________________________________

Type: ☐ Athlete/Talent ☐ Club/Team ☐ Brand/Sponsor ☐ Service Provider

Address: ________________________________

Email: ________________________________

Phone: ________________________________

("Client," "you," or "your")


AUTHORIZED SIGNATORY:

Name: ________________________________

Title: ________________________________

(For organizations/entities; parent/guardian for minors)




RECITALS


WHEREAS, AI2me operates AgentOS 24/7, an AI-powered advisory platform providing market intelligence, data analysis, and decision support for talent, clubs, and brands;


WHEREAS, Client desires to access and utilize Platform services in accordance with their selected subscription tier and applicable commission structure;


WHEREAS, AI agents on the Platform are artificial intelligence advisory tools, NOT licensed FIFA agents or attorneys;


WHEREAS, when Client requires licensed professional services (FIFA agent representation, legal counsel), AI2me may facilitate introductions to licensed professionals who operate independently under separate engagement agreements;


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:




1. SERVICES PROVIDED


1.1 Platform Access


AI2me grants Client access to the AgentOS 24/7 Platform ("Platform") in accordance with the selected Service Tier (as defined in Section 2 below).


1.2 Core AI Advisory Services


All Tiers include AI-powered advisory services:


A. Data & Intelligence Services:


B. AI Advisory Services:


C. Decision Support Tools:


D. Network Services:


1.3 AI Agent Clarification


The following AI agents are artificial intelligence systems, NOT human licensed professionals:



These AI agents:


1.4 Optional Licensed Professional Services (Tier 2 Hybrid Only)


When Client requires deal execution or licensed representation:


A. Licensed FIFA Agent Network (For Athlete/Club Transfers):


B. Legal Counsel Network (For Contract Review):


C. Service Provider Referrals (For Tax, Wealth Management, etc.):


Important: AI2me acts as a facilitator and advisor for these introductions, NOT as the licensed professional. Client's legal relationship is with the licensed professional, not AI2me.


1.5 Service Exclusions


AI2me does NOT provide:




2. SERVICE TIERS & PRICING


Client selects ONE of the following Service Tiers. Tier selection is indicated by Client's signature and subscription payment.




**TIER 1: INSIGHT (AI Advisory + Data Access)**


Available to: Athletes/Talent, Clubs/Teams, Brands/Sponsors


Subscription Fees:


| Client Type | Monthly Fee | Annual Fee (15% discount) |

|-------------|-------------|---------------------------|

| Athlete/Talent | €5,000 | €51,000 |

| Club/Team | €50,000 | €510,000 |

| Brand/Sponsor | €25,000 | €255,000 |


Included Services:


Excluded Services:


No Commission Fees: Tier 1 is advisory-only; no commission is charged on deals executed outside the Platform.


Billing: Monthly in advance, auto-renewal. Cancel anytime with 30 days' notice.




**TIER 2: HYBRID (AI Advisory + Licensed Professional Network Access)**


Available to: Athletes/Talent, Clubs/Teams, Brands/Sponsors


Subscription Fees:


| Client Type | Monthly Fee | Annual Fee (15% discount) | Commission on Deals |

|-------------|-------------|---------------------------|---------------------|

| Athlete/Talent | €15,000 | €153,000 | 2% of deal value |

| Club/Team | €150,000 | €1,530,000 | 2% of transfer fee |

| Brand/Sponsor | €75,000 | €765,000 | 2% of sponsorship value |


Included Services:


Commission Structure:


For Athletes/Talent (on transfers, contracts, sponsorships):


For Clubs/Teams (on player acquisitions):


For Brands/Sponsors (on talent endorsement/sponsorship deals):


Commission Sharing (Multi-Party Deals):

- Athlete-Club Transfer: 1% paid by athlete, 1% paid by club (total 2%)

- Athlete-Brand Sponsorship: 1% paid by athlete, 1% paid by brand (total 2%)


Licensed Professional Fees:


Billing:




**TIER 3: ENTERPRISE PREMIUM (Custom AI + White-Label Options)**


Available to: Organizations (Clubs, Brands, Multi-Athlete Agencies)


Pricing: Custom (minimum €500,000/year)


Included Services:


Commission: Negotiable (typically 2-3% depending on volume)


Contract Term: Minimum 12 months, custom renewal terms




3. PAYMENT TERMS


3.1 Subscription Fees



3.2 Commission Fees


- For athlete transfers: Date transfer is officially registered with governing body (FIFA, league)

- For sponsorships: Date contract is signed AND first payment is made/received

- For contracts: Date employment contract is signed AND player/talent begins performance


3.3 Licensed Professional Fees (Tier 2 Only)


Fee Structure Options:


Option A - Included in Commission:


Option B - Separate Billing:


Client's selected option is specified in Appendix B.


3.4 Late Payments



3.5 Non-Refundable Fees


- Platform downtime exceeding 72 consecutive hours (pro-rata refund)

- Breach of contract by AI2me (full refund of prepaid fees)


3.6 Taxes





4. TERM & TERMINATION


4.1 Initial Term



4.2 Termination by Client



4.3 Termination by AI2me


AI2me may terminate this Agreement immediately upon written notice if:


4.4 Effect of Termination


Upon termination:




5. CONFIDENTIALITY


5.1 Confidential Information


"Confidential Information" includes:


5.2 Obligations


Each Party agrees to:


5.3 Exceptions


Confidentiality obligations do NOT apply to information that:


5.4 Duration


Confidentiality obligations survive termination of this Agreement for 3 years.




6. INTELLECTUAL PROPERTY


6.1 AI2me IP


AI2me retains all rights, title, and interest in:


Client receives a limited, non-exclusive, non-transferable license to access and use the Platform during the term of this Agreement.


6.2 Client IP


Client retains all rights to Client-provided content (profiles, documents, media).


By uploading content to the Platform, Client grants AI2me a worldwide, royalty-free, non-exclusive license to:


6.3 Feedback


Any feedback, suggestions, or ideas provided by Client to AI2me become AI2me's property and may be used without compensation.




7. DATA PROTECTION & PRIVACY


7.1 Data Processing


AI2me processes Client's personal data in accordance with:


7.2 Data Rights (GDPR)


If Client is an EU resident, Client has the right to:


Requests should be sent to privacy@agentos247.com.


7.3 Data Security


AI2me implements industry-standard security measures, including:


Disclaimer: No system is 100% secure. AI2me is not liable for unauthorized access caused by factors beyond our reasonable control.


7.4 Data Retention





8. REPRESENTATIONS & WARRANTIES


8.1 Client Representations


Client represents and warrants that:


8.2 AI2me Representations


AI2me represents and warrants that:


8.3 Disclaimer of Warranties


EXCEPT AS EXPRESSLY STATED ABOVE, AI2ME PROVIDES SERVICES "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING:


AI-SPECIFIC DISCLAIMERS:




9. LIMITATION OF LIABILITY


9.1 Disclaimer of Consequential Damages


TO THE MAXIMUM EXTENT PERMITTED BY LAW, AI2ME SHALL NOT BE LIABLE FOR:


9.2 Liability Cap


MAXIMUM LIABILITY:

AI2me's total liability to Client under this Agreement shall not exceed the lesser of:


9.3 Exceptions


Liability limitations do NOT apply to:


9.4 Client Acknowledgment


Client acknowledges that:




10. INDEMNIFICATION


10.1 Client Indemnification


Client agrees to indemnify, defend, and hold harmless AI2me, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:



10.2 AI2me Indemnification


AI2me agrees to indemnify Client against claims that the Platform infringes a third party's intellectual property rights, provided:


Remedy: If infringement is found, AI2me may (at its option):




11. DISPUTE RESOLUTION


11.1 Governing Law


This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of law principles.


11.2 Good-Faith Negotiation


Before initiating formal dispute resolution, the Parties agree to engage in good-faith negotiations for 30 days.


11.3 Arbitration


Mandatory Arbitration:

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), except:


Arbitration Procedures:


Class Action Waiver:

Client agrees to arbitrate on an individual basis only and waives the right to participate in class actions, collective actions, or representative proceedings.


11.4 Exceptions & Carve-Outs


Either Party may seek injunctive relief in court for:


11.5 EU Consumer Rights


If Client is an EU consumer, Client may have additional rights under EU law that cannot be waived by this arbitration clause, including the right to bring disputes in Client's local courts.




12. GENERAL PROVISIONS


12.1 Entire Agreement


This Agreement, together with the Platform Terms and Conditions and Privacy Policy, constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, or understandings (written or oral).


12.2 Amendments


AI2me may amend this Agreement by providing 30 days' written notice to Client. Continued use of the Platform after the effective date constitutes acceptance of the amended terms.


Material Changes (pricing, commission structure, arbitration terms) require Client's affirmative consent (click-through or signed amendment).


12.3 Severability


If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.


12.4 Waiver


Failure to enforce any provision does not constitute a waiver of that provision or any other provision.


12.5 Assignment



12.6 Force Majeure


Neither Party is liable for delays or failures caused by events beyond its reasonable control, including:


12.7 Independent Contractors


The Parties are independent contractors. This Agreement does not create an employment, partnership, joint venture, or agency relationship.


12.8 Notices


All notices must be in writing and sent to:


To AI2me:

AI2me LLC

123 Innovation Drive, Suite 500

Wilmington, DE 19801, USA

Email: team@agentos247.com


To Client:

[Address and email as provided in this Agreement]


Notices are deemed received:


12.9 Language


This Agreement is drafted in English. Any translations are for convenience only; the English version controls in case of conflict.


12.10 Counterparts & Electronic Signatures


This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures (DocuSign, Adobe Sign, etc.) are valid and binding.




13. SPECIAL PROVISIONS


13.1 For Athletes Under 18


If Client is under 18 years of age:


13.2 For Clubs/Organizations


If Client is an organization:


13.3 Regulatory Compliance


Client acknowledges that:


13.4 No Conflict of Interest (AI Advisory)


AI2me's Advisory Model:


Client's Disclosure:




SIGNATURE PAGE


By signing below, the Parties acknowledge that they have read, understood, and agree to be bound by this Master Service Agreement.


CLIENT ACKNOWLEDGES:




CLIENT SIGNATURE:


For Individual Athletes/Talent:


Signature: ___________________________________

Print Name: __________________________________

Date: ________________________________________


If Under 18 — Parent/Guardian:


Signature: ___________________________________

Print Name: __________________________________

Relationship: _________________________________

Date: ________________________________________




For Organizations (Clubs/Brands):


Signature: ___________________________________

Print Name: __________________________________

Title: ________________________________________

Organization: _________________________________

Date: ________________________________________




AI2ME LLC:


Signature: ___________________________________

Print Name: __________________________________

Title: Authorized Officer

Date: ________________________________________




APPENDICES


Appendix A: Service Tier Selection


Client selects the following tier:


Tier 1: Insight (€5K, €25K, or €50K/month depending on client type)

- AI advisory and data access only

- No licensed professional services


Tier 2: Hybrid (€15K, €75K, or €150K/month + commission)

- AI advisory + access to licensed professional network

- Commission on completed deals: 2% (transfers), 2% (sponsorships)


Tier 3: Enterprise (Custom pricing — see attached quote)

- Custom AI solutions + white-label options


Billing Frequency:


☐ Monthly (auto-renewal)

☐ Annual (15% discount applied)




Appendix B: Licensed Professional Services (Tier 2 Only)


Licensed Professional Fee Structure:


Option A - Included in Commission:

- Licensed FIFA agent fees and legal counsel fees are included in AI2me's commission

- No additional fees charged to Client beyond subscription + commission

- AI2me compensates licensed professionals directly


Option B - Separate Billing:

- Licensed professionals bill Client directly under separate agreements

- AI2me commission covers Platform AI advisory and facilitation only

- Client negotiates fees directly with licensed professionals


Licensed Professional Assignments (if Option A selected):


Licensed FIFA Agent (if applicable):

Name: ___________________________________

License Number: __________________________

Jurisdiction: _____________________________

Email: ___________________________________


Legal Counsel (if applicable):

Law Firm: ________________________________

Attorney Name: ___________________________

Bar Admission: ___________________________

Email: ___________________________________




Appendix C: Payment Information


Subscription Payment Method:


☐ Credit Card (processed via Stripe)

☐ Wire Transfer (details provided upon signing)

☐ ACH (US accounts only)


Commission Payment Method:


☐ Wire Transfer

☐ Check

☐ Other: ___________________________________


Billing Contact:


Name: ___________________________________

Email: ___________________________________

Phone: ___________________________________




END OF MASTER SERVICE AGREEMENT


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