Sovereign Purchase & Engagement Agreement

This Sovereign Purchase & Engagement Agreement (the "Agreement") governs the purchase of a Sovereign Agent DFY deployment and any associated Implementation Retainer from Prospectr Marketing Inc., a Minnesota corporation doing business as Prospectr Digital ("Prospectr"). By completing a purchase -- through this website, a Stripe payment link, a signed Statement of Work ("SOW"), or any other channel -- you ("Customer") agree to this Agreement.

If a signed SOW exists for your engagement, the SOW controls where it conflicts with this Agreement. This Agreement also incorporates the Prospectr Terms of Service and Privacy Policy by reference. For Mastermind cohort seat terms, see the Mastermind Cohort Agreement.

1. Parties

Service Provider: Prospectr Marketing Inc., dba Prospectr Digital, a Minnesota corporation. Principal place of business: 3508 W 22nd St, Minneapolis, Minnesota 55416, USA. Contact: travis@prospectrdigital.com.

Customer: the individual or legal entity that completes a purchase of a Sovereign product or service. By purchasing, Customer represents that they are at least 18 years old and are authorized to bind the entity they represent.

2. Engagement scope

2a. Sovereign Agent DFY Deployment (one-time)

Prospectr will deliver a hardened, cloud-native Sovereign Agent deployment into Customer's cloud environment (AWS, Google Cloud Platform, or Microsoft Azure, as agreed at intake) according to the tier selected at purchase:

• Core tier ($10,000 one-time): one specialized agent, up to five connected systems, standard knowledge base (up to 500 documents indexed), shared support and one deployment review call, 7-business-day deployment SLA from intake submission, and a 90-day post-launch tuning window.
• Sovereign tier ($25,000 one-time): up to four specialized agents with an orchestration layer, unlimited connected systems, custom skills and SOPs encoded in SOUL.md, hardened VPC with KMS-encrypted secrets and CloudTrail audit logging, dedicated support with weekly deployment standups, 14-business-day deployment SLA from intake submission, quarterly performance review (year 1), and automated nightly disaster-recovery snapshots.

Delivery is considered complete when: (a) the agent is live and passing health checks in Customer's cloud account, (b) all agreed skill silos are deployed and verified, and (c) operator handoff documentation has been delivered to Customer. Post-delivery operation, supervision, and oversight remain Customer's sole responsibility.

After purchase, Customer will receive an intake link to complete the deployment questionnaire (estimated 25 to 40 minutes). The production SLA clock starts from intake submission. Customer's cloud and model-inference usage (typically $300 to $800 per month at standard scale) is billed directly by the cloud provider and is not part of this fee.

2b. Implementation Retainer (optional, month-to-month)

The Implementation Retainer is an optional ongoing engagement covering: monthly health checks and supervised model upgrades; up to two hours per month of one-on-one operator coaching; priority access to new playbooks, prompts, and skills; and office-hours support in the cohort channel. Hours do not roll over. Additional coaching beyond the monthly allotment is billed at the rate stated in the SOW or, absent a SOW, at Prospectr's then-current standard hourly rate.

3. Fees and payment

All prices are quoted in U.S. dollars. The fee applicable to Customer's engagement is the tier selected and confirmed at the time of purchase (Core $10,000 or Sovereign $25,000 for the deployment; and, if elected, the Implementation Retainer at the applicable monthly rate). Payment is due in full at the time of purchase unless a different schedule is set in a signed SOW. Payment is processed by Stripe; Prospectr does not store full card information.

The Implementation Retainer, if elected, is billed monthly in advance beginning on the date the retainer is activated. The monthly rate is the founding rate ($2,500/month) for founding cohort customers or the standard rate ($3,000/month) for all others, as displayed at purchase.

4. Term

Deployment: the DFY engagement is a one-time, fixed-scope project. It has no ongoing term beyond the post-launch tuning window described in Section 2a.

Retainer: the Implementation Retainer runs month-to-month from the activation date. Either party may cancel by providing 30 days written notice to the other party. Cancellation takes effect at the end of the notice period. Where a SOW sets a fixed minimum term, that term controls.

5. Cloud ownership and data

Customer owns the cloud account (AWS, GCP, or Azure) into which the Sovereign Agent is deployed, including all data stored therein. Prospectr acts solely as a service provider. Prospectr will not retain, copy, or claim ownership of any Customer data, operational logs, or agent outputs after the engagement concludes. All credentials, API keys, and access tokens created during the engagement are transferred to Customer at delivery. Prospectr will revoke its own access to Customer's cloud environment upon written request and no later than 30 days after the engagement concludes.

6. Intellectual property

Prospectr's runtime and methodology. The Sovereign Agent architecture, the agent runtime code, proprietary prompts, playbooks, skill libraries, orchestration patterns, and operating procedures that Prospectr brings to this engagement are and remain the intellectual property of Prospectr Marketing Inc. Customer receives a non-exclusive, non-transferable, perpetual license to use the delivered agent instance inside Customer's own business. Customer may not resell, sublicense, or repackage Prospectr's methodology, runtime code, or written materials, and may not use them to build a competing product or training program.

Customer data and operational content. All data, documents, SOPs, business logic, and content that Customer contributes to the agent's knowledge base are and remain the intellectual property of Customer. Prospectr claims no ownership over Customer's operational content.

Custom skills built for Customer. Skills developed specifically for Customer's deployment (custom integrations, bespoke prompt chains, client-specific workflows) are dual-licensed: Customer receives a perpetual, irrevocable license to use those skills inside their deployed agent; Prospectr retains ownership and the right to generalize, abstract, or incorporate non-confidential patterns into the broader Sovereign skill library, provided doing so does not disclose Customer's confidential business information.

7. Confidentiality

Both parties agree to hold in strict confidence all non-public information disclosed by the other party in connection with this engagement ("Confidential Information"), and to use Confidential Information only to fulfill obligations under this Agreement. Each party will protect the other's Confidential Information with at least the same care it uses to protect its own confidential information, and in no case less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the receiving party before disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice and reasonably cooperates with any effort to limit disclosure.

These confidentiality obligations survive termination or expiration of this Agreement for three (3) years, except with respect to trade secrets, for which obligations continue for as long as the information remains a trade secret.

8. Approval gates

No sensitive action will be taken inside Customer's cloud environment without Customer's explicit prior authorization. "Sensitive actions" include, without limitation: production database writes or deletes, IAM role or policy changes, billing configuration changes, public-facing infrastructure modifications, and any agent action that commits Customer to a financial obligation. Prospectr will present the proposed action and obtain Customer's written or electronic approval before executing. Customer may revoke this authorization at any time by written notice.

9. Refunds and cancellation

9a. Sovereign Agent DFY Deployment

The deployment fee is non-refundable once deployment work has begun. "Deployment work begun" means the earlier of: (a) Prospectr's first billable action inside Customer's cloud environment, or (b) 14 calendar days after payment clears. If Customer cancels before deployment work begins, Prospectr will refund the full amount less any third-party costs already incurred on Customer's behalf (for example, domain registrations or cloud resource provisioning). No event-style or percentage-based refund schedule applies to DFY deployments.

9b. Implementation Retainer

Retainer fees billed monthly in advance are non-refundable for the current billing month. Either party may cancel with 30 days written notice; the retainer continues through the end of the notice period. No prorated refunds are issued for partial months remaining after a cancellation notice. The 30/15/14-day event-style refund schedule described in the Mastermind Cohort Agreement does not apply to the Retainer.

10. Disclaimers

Sovereign products are provided "as is" and "as available." Prospectr does not guarantee any specific revenue increase, headcount reduction, lead volume, time savings, or other business outcome. Outcomes depend on Customer's business, team, and follow-through. Operating an autonomous agent in your business carries real risk; supervision and oversight remain Customer's responsibility at all times.

11. Limitation of liability

To the maximum extent permitted by law, Prospectr's total liability arising out of or related to this Agreement is limited to the amount Customer actually paid for the applicable product in the 12 months preceding the claim. In no event will Prospectr be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost data, or loss of business opportunity. Nothing in this Agreement excludes liability for fraud or for any liability that cannot be excluded under applicable law.

12. Indemnification

Customer agrees to indemnify and hold Prospectr harmless from any claim arising out of: (a) Customer's use of a Sovereign product in violation of this Agreement or applicable law; (b) data or content Customer provides that infringes a third party's rights; or (c) actions taken by an autonomous agent operating in accounts Customer controls after delivery.

13. Dispute resolution

This Agreement is governed by the laws of the State of Minnesota, U.S.A., without regard to its conflict-of-laws rules. The parties will first attempt to resolve any dispute through good-faith negotiation for at least 30 days after one party provides written notice of the dispute to the other. Any dispute not resolved through negotiation will be settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be seated in Hennepin County, Minnesota. Each party bears its own costs unless the arbitrator awards otherwise. Either party may seek injunctive relief in a court of competent jurisdiction in Hennepin County, Minnesota for misuse of intellectual property or breach of confidentiality.

14. Entire agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between Customer and Prospectr regarding Customer's Sovereign DFY or Retainer purchase and supersedes any prior verbal or written communications on the same subject. If a signed SOW exists, the SOW controls where it conflicts with this Agreement. If any provision is held unenforceable, the remaining provisions remain in full effect. Prospectr may update this Agreement; material changes will be posted with a new "Last updated" date and will not reduce rights tied to purchases already made.

15. Signature

By completing a purchase or signing below, Customer acknowledges that they have read, understood, and agree to this Agreement. Electronic signatures are valid and binding under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Minnesota Uniform Electronic Transactions Act (MUETA).