ESTABLE STANDARD TERMS OF ENGAGEMENT

These Standard Terms of Engagement (the "Terms") govern every engagement formed on the Estable marketplace between a member and a Specialist firm. They are incorporated into every work order. Estable is not a party to the engagement, except for the collection role in section 6 and the enforcement rights named in these Terms.

1. WHAT AN ENGAGEMENT IS

1.1 Each engagement is a direct contract between the member and the Specialist firm named in the work order, formed on these Terms. Estable collects for the Specialist as its disclosed collection agent (section 6), performs the platform duties stated in the Membership Agreement, and may enforce sections 4, 5, 7, and 9 as a named beneficiary.

1.2 The work order is the single record of the engagement: the written scope, the price, and the state. Anything not in the work order or these Terms is not part of the engagement.

2. HOW AN ENGAGEMENT FORMS

2.1 A work order forms when the member and the Specialist both accept the scope and the price at the approval gate. Each acceptance is recorded in the append-only ledger and is a signature. The work order states the scope, the Specialist's price, Estable's fee shown separately, the timeline, and any license terms for a built item.

2.2 A change to scope or price takes effect only as a recorded amendment accepted by both sides at a gate. Neither side has to accept a change.

3. PERFORMANCE, DELIVERY, AND ACCEPTANCE

3.1 The Specialist will perform the scope with the skill and care of a competent professional firm in its field, and in conformance with the listing where the engagement is a purchase from the Stock.

3.2 The member has ten business days from delivery to reject a deliverable, in writing, for a material failure to meet the scope or the listing. Without a rejection in that time, the deliverable is accepted. A rejection runs through the remedies in section 4 before any other remedy.

4. WARRANTY AND REMEDIES

4.1 For ninety days after acceptance, the deliverable will conform in all material respects to the scope or the listing. This warranty does not cover a failure caused by a change the member made, by data the member supplied in breach of section 5.2, or by a system outside the deliverable.

4.2 For a breach of section 4.1, the member's remedies run in this order, and this order is the member's only remedy for nonconformance: first the Specialist re-performs; if that is not cured within a reasonable period of no more than thirty days, the Specialist replaces the deliverable; if that fails, the fees paid under the work order are refunded, and on refund the member's license to the nonconforming deliverable ends.

4.3 Except as stated in this section 4 and in the work order, a deliverable is provided without other warranties, express or implied, including merchantability and fitness for a particular purpose.

5. MEMBER DATA AND CLEARANCE

5.1 The Specialist reaches member data only under the engagement's clearance, and only for that engagement. Revoking the clearance suspends access at once.

5.2 The member has the rights it needs in the data it supplies, and supplying it breaks no law or duty to a third party. The member will defend and indemnify the Specialist and Estable against a third-party claim arising from a breach of this.

5.3 The Specialist will not use member data to train, fine-tune, or evaluate any model other than one deployed solely for that member under that engagement.

6. PRICE, PAYMENT, AND REMITTANCE

6.1 The work order states the Specialist's price and Estable's fee, capped at fifteen percent of the Specialist's price, as one whole figure. The price shown is the price paid; nothing further is added at settlement except taxes the law requires.

6.2 The member pays the whole figure through Estable. That payment discharges the member's payment obligation to the Specialist to the extent paid, because Estable collects as the Specialist's disclosed agent.

6.3 Estable remits the Specialist's price to the Specialist within thirty days after the later of two moments: Estable receives cleared funds for the work, and the work order is closed at its sign-off gate. Estable pays out of funds collected; if the member never pays, nothing is owed to the Specialist for that work.

6.4 If a member's payment fails or is reversed, the Specialist may suspend performance on notice, and both sides' obligations pause until it is cured.

7. CONFIDENTIALITY

Each side will protect the other's confidential information with at least the care it uses for its own, and will use it only for the engagement. This does not limit the rights the member receives in the deliverable under the work order.

8. INTELLECTUAL PROPERTY

8.1 Custom work made for the member under the work order is assigned to the member on payment in full for that work.

8.2 An item bought from the Stock is licensed to the member on the terms of its listing.

8.3 What the Specialist owned before the engagement, including the system it packaged, its code, models, and methods, stays the Specialist's, licensed to the member only as embedded in the deliverable and as the listing states.

9. LIABILITY

9.1 Except for the excluded claims in 9.3, each side's total liability arising out of an engagement is limited to the fees paid or payable under that work order.

9.2 For a breach of section 5 or of confidentiality involving member data, that limit is three times the work order fees.

9.3 The limits do not apply to a claim for intellectual-property infringement, to the member's indemnity under section 5.2, to willful misconduct or fraud, or to amounts payable under section 6.

9.4 Neither side is liable to the other for lost profits or for indirect, incidental, special, or punitive damages, except within the excluded claims.

10. ENDING AN ENGAGEMENT

10.1 An engagement runs until delivery and acceptance, or until it ends earlier. Either side may end it for the other's material breach that is not cured within fifteen days of notice. The member may end it for convenience on notice, paying for the work done to that point plus committed costs that cannot be cancelled.

10.2 On any ending, sections 4 (as to work already delivered), 5, 7, 8, and 9 survive, and the Specialist returns or deletes member data as the member elects.

11. GOVERNING LAW AND PRECEDENCE

11.1 An engagement is governed by the law of the State of Texas, without regard to its conflict-of-laws rules. The state and federal courts sitting in Bexar County, Texas have exclusive jurisdiction over a dispute under an engagement, and both sides consent to it and waive trial by jury. Estable may join a dispute where its platform duties are in question.

11.2 For an engagement, the work order controls first, then these Terms, then the Membership Agreement and the Specialist Agreement as they apply to each side.