ESTABLE MEMBERSHIP AGREEMENT

This Agreement is between Estable Corporation, a Texas corporation ("Estable"), and the company accepting it ("you", "your firm"). It takes effect the moment you accept it, and it governs your membership in the Estable marketplace and everything that follows from it.

Estable runs a membership marketplace. Members are on one side, referenced Specialist firms are on the other, and Estable sits between them as curator and coordinator. This Agreement covers your relationship with Estable: what membership is, what it costs, how a purchase is structured, and the responsibilities that come with access. It does not govern the work itself: each purchase is a direct engagement between you and a Specialist firm on the Standard Terms of Engagement, and this Agreement governs your membership.

1. WHAT MEMBERSHIP IS

1.1 Membership admits your firm to the marketplace: the referenced Specialist firms, the Stock of automations they have built and priced, and Estable's coordination of scoping, engagement, and continuity.

1.2 Estable's service to you is curation, governance, and coordination, which are the promises in this Agreement. The automations themselves are provided by Specialists under direct engagements, not by Estable.

1.3 Membership is one thing at one price. There are no separate contracts per category and no separate price per member for the same item. What a later version of this Agreement may add, it adds by its own terms; it changes nothing stated here until you accept it.

2. FEES AND TERM

2.1 The annual membership fee is seven thousand five hundred dollars ($7,500), paid in advance.

2.2 Membership runs for one year from the date you accept this Agreement and renews for successive years on payment.

2.3 The fee is not refundable, except that if Estable ends this Agreement for a reason other than your breach, Estable refunds the unused part of the year, counted by the day.

2.4 Estable is building its specialist roster. If no specialist can be matched to your first request within 30 days, you may cancel for a pro-rated refund.

3. PRICE AND THE FIFTEEN PERCENT

3.1 Each item in the Stock carries its own price and terms, set by the firm that built it. Estable adds its fee on top, capped at fifteen percent (15%) of the firm's price, and shows the whole figure before you buy.

3.2 The price shown is the price paid. Nothing further is added at settlement except taxes the law requires.

4. HOW A PURCHASE WORKS

4.1 Each purchase or scoped project is a direct engagement between your firm and a Specialist firm, formed on the Standard Terms of Engagement in effect at that time, at a recorded approval gate. Estable is not a party to that engagement and is not responsible for the Specialist's performance, except that Estable collects for the Specialist as its disclosed collection agent, so your payment to Estable discharges your payment obligation for that engagement.

4.2 Every binding moment, the approval of scope and price and the countersign, happens at a recorded gate. No engagement forms, and no charge is made, without your recorded approval.

4.3 Estable coordinates continuity after delivery, so the firm that built an automation remains the firm that maintains it, on the terms of the relevant work order.

5. YOUR RESPONSIBILITIES

5.1 You have the rights you need in the data you put into an engagement, and the authority to put it there.

5.2 You are responsible for your people's credentials and for use of your account. Access is for your firm's own people and is not resold or shared outside your firm.

5.3 You will not misuse the marketplace, attempt to reach another member's or a Specialist's information, or use the Stock to build a competing marketplace.

5.4 You are not subject to sanctions administered by the U.S. Office of Foreign Assets Control or an equivalent authority, and you will not use the marketplace in breach of trade-control law.

6. CONFIDENTIALITY

6.1 Each side will protect the other's confidential information with at least the care it uses for its own, and will use it only to perform this Agreement.

6.2 Estable's handling of your information is further governed by the published privacy and security statements, which do not claim attestations Estable has not earned.

7. ESTABLE'S LIABILITY

7.1 Estable's total liability to you under this Agreement is limited to the membership fees you paid in the twelve months before the claim, except for Estable's willful misconduct or fraud, or its breach of section 6.

7.2 Estable is not liable for the acts or omissions of a Specialist firm. Your remedies for an engagement are the warranty and remedies in the Standard Terms of Engagement, against that firm. Estable will administer those remedies in good faith.

7.3 Neither side is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, under this Agreement.

8. SUSPENSION AND ENDING THIS AGREEMENT

8.1 Estable may suspend your access for a material breach that is not cured within fifteen days of notice, and immediately for a breach of section 5.3 or 5.4.

8.2 Either side may end this Agreement at the end of a membership year on notice. Engagements open when this Agreement ends are finished under their own terms, and payment for them is made under those terms.

8.3 If Estable ends this Agreement other than for your breach, the refund in section 2.3 applies.

9. GOVERNING LAW

9.1 This Agreement is governed by the law of the State of Texas, without regard to its conflict-of-laws rules.

9.2 The state and federal courts sitting in Bexar County, Texas have exclusive jurisdiction over any dispute under this Agreement, and both sides consent to it and waive trial by jury.

10. ACCEPTANCE AND RECORD

10.1 You accept this Agreement electronically. Estable records the version, the exact text by its SHA-256 hash, the identity that accepted it, and the moment, in an append-only ledger.

10.2 That record is the evidence of your acceptance, and both sides agree it is admissible and is not to be challenged on the ground that it is electronic.

10.3 Nobody, including Estable, can un-sign an acceptance or change its date.

11. GENERAL

11.1 A published version of this Agreement is never edited. An amendment is a new version, presented for your acceptance, and it applies only going forward. A material amendment that you do not accept ends your membership at the end of the notice period, with the refund in section 2.3.

11.2 You may not assign this Agreement without Estable's written consent. Estable may assign it to an affiliate or to a successor of its business.

11.3 For any engagement, the work order controls first, then the Standard Terms of Engagement, then this Agreement.

11.4 If a provision is unenforceable, it is narrowed to what is enforceable and the rest stands. A failure to enforce a provision is not a waiver of it.

11.5 This Agreement, the Governance and Ethics standards, and the Standard Terms of Engagement are the whole of the arrangement between you and Estable on this subject, and they replace anything said before.

11.6 Notices to Estable go to counsel@estableco.com. Notices to you go to the contact on your firm's record.