Terms and Conditions of Engagement

Effective Date: July 3, 2026

Operating Entity: Radsam Academy of AI Sovereign Governance (Radsam Trade Inc.)

Corporate Registration: Ontario, Canada (Corporation No. 981214-8)

These Terms and Conditions (“Terms”) govern your access to and institutional utilization of the digital interfaces, risk assessment assets, and specialized advisory operations provided by the Radsam Academy of AI Sovereign Governance (“Radsam,” “we,” “us,” or “our”). Radsam routinely audits these Terms alongside qualified legal counsel to preserve rigorous alignment with the shifting legal landscape across Ontario, New York, Canada, and the United States.

Preamble

We welcome legal professionals, corporate general counsel, and elite institutions across the Ontario (Canada) and New York (United States) jurisdictional corridors. These Terms outline the transactional, operational, and liability frameworks governing your engagement with our platform and Services.

By accessing this website, registering for our curricula, or initiating a formal engagement, you explicitly acknowledge that you have read, understood, and agreed to be bound by these Terms, our integrated Privacy Policy, and any underlying executing Engagement (Retainer) Agreement. Together, these documents constitute the entire binding agreement between the parties.

1. Acceptance, Definitions, and Institutional Eligibility

1.1 Scope and Binding Acceptance

By interacting with our platform or retaining our specialized personnel, you represent and warrant that you possess the requisite legal authority to accept these Terms on behalf of yourself, your law firm, your corporate entity, or your underlying institution.

1.2 Specialized Definitions

“Services” refers to the AI Governance (GRC) Gap Analysis, the Independent Air-Gapped Forensic AI Verification, and our professional academic training programs (collectively, the “Course”).
“AI System” refers to any machine-learning algorithm, neural pipeline, automated workflow, or generative large language model submitted for technical verification or structural analysis.
“Deliverable” encompasses any written report, technical statement of findings, computational audit trail, or compliance certificate issued by Radsam upon completion of an engagement.
“Client” means the law firm, enterprise, or individual professional formalizing a retainer for our Services.

1.3 Eligibility and Target Practice Areas

Our technical offerings are expressly engineered for legal practitioners and corporate teams navigating complex regulatory or evidentiary landscapes within specialized disciplines, including: Intellectual Property (IP), Patent Prosecutions, Class-Action Litigation, Corporate Governance, and Mergers and Acquisitions (M&A).

2. Nature of Services and Absolute Practice Boundaries

2.1 Independent Technical Auditing

Radsam delivers independent, highly technical AI governance, risk verification, and forensic validation services. We apply rigorous, proprietary computational methodologies with commercially reasonable skill and care. Our functions are purely analytical and objective; they are executed strictly as a technical mechanism to support, not substitute, independent legal analysis.

2.2 Strict Non-Legal and Non-Investigative Status

Radsam, alongside its principal officer, Mohammadreza (Pouya) Shafabakhsh Nezam (Principal Judicial Forensic AI Auditor), operates purely within the paradigm of technical forensics and corporate data sovereignty governance.

No Law Practice: We are not attorneys, a law firm, or legal practitioners. We do not practice law, draft legal pleadings, or issue formal legal opinions.
No Criminal Investigations: We do not function as licensed private investigators, law enforcement affiliates, or state-sanctioned criminal investigators.
No Automatic Expert Retainer: The execution of these Terms does not constitute an engagement of Radsam as a court-appointed independent expert, neutral arbiter, or expert witness unless a separate, specialized judicial retainer agreement is executed. No solicitor-client or attorney-client relationship is created or implied under any circumstance.

2.3 Comprehensive Exclusion of Judicial and Evidentiary Outcomes

Radsam offers technical observations reflective strictly of the specific AI System state as of the precise date of the forensic audit.

Outcome Disclaimer: We make no guarantees, warranties, or representations regarding legal, judicial, regulatory, insurance, or commercial outcomes. This includes, without limitation, the future stability of an AI System, its compliance with un-enacted legislation, or the admissibility of our Deliverables before any court of law, administrative tribunal, or regulatory supervisor. Our Deliverables represent localized technical findings and do not constitute legal conclusions.

3. Obligations of the Parties and Ethical Constraints

3.1 Covenants of Radsam

We commit to performing our services utilizing industry-standard technical metrics, preserving institutional independence, maintaining complete confidentiality, and managing all client data in absolute conformity with our Privacy Policy.

3.2 Covenants of the Client

The Client assumes sole responsibility for ensuring that all documentation and data artifacts submitted to Radsam are accurate, complete, and fully authorized for transfer.

Furthermore, the Client retains exclusive liability for all filings, compliance declarations, risk disclosures, and litigation strategies presented to any court, tribunal, or regulatory agency. The Client explicitly warrants that it will secure independent legal counsel to evaluate the legal implications of our technical Deliverables.

3.3 Conflicts, Independence, and Non-Discrimination

Radsam operates with unwavering market independence; we do not act as a reseller or affiliate for any third-party commercial AI application or GRC vendor whose systems we are retained to audit.

Both parties agree to interact in good faith, respecting the principles of human rights legislation, inclusive of the Accessibility for Ontarians with Disabilities Act (AODA), the Ontario Human Rights Code, and New York State and City Human Rights Laws. Our ecosystem is restricted exclusively to mature professionals; we do not intentionally process interactions with minors.

4. Confidentiality, Air-Gapped Controls, and Data Sovereignty

4.1 Inviolable Confidentiality Standards

Each party agrees to maintain the other’s proprietary and non-public data in strict confidence. Information will not be shared with outside entities except as required to execute the operational engagement or as mandated by law.

Where Client Matter Data is protected by legal professional privilege, Radsam will exhaust all legally permissible avenues to notify the Client prior to any compelled disclosure, enabling the Client to assert privilege.

4.2 Air-Gap Engineering Architecture and Secure Chain of Custody

To insulate sensitive digital assets from cross-border legal vulnerability, the handling of Client Matter Data during an Independent Air-Gapped Forensic AI Verification is governed by the following physical protocols:

Offline Processing: All data analysis is executed on entirely isolated hardware terminals devoid of internet connectivity or external network routing.
Tracked Couriers: Physical storage drives must be sent via encrypted media via tracked, signature-required premium couriers. Access credentials must be transmitted via an isolated, out-of-band communication channel.

4.3 Absolute AI Training Prohibitions

Radsam enforces a permanent, non-negotiable policy across our entire tech stack: Client data is never transmitted to public cloud systems, and it is never utilized to train, fine-tune, or validate any third-party AI or Large Language Model. Upon formal conclusion or termination of the engagement, all Client Matter Data undergoes secure data destruction matching the rigorous criteria of NIST SP 800-88.

5. Intellectual Property Rights, Commercial Terms, and Third-Party Reliance

5.1 Retention of Institutional Intellectual Property

All methodologies, computational frameworks, systemic risk calculators, reference volumes, diagnostic templates, source code, and digital properties remain the exclusive, un-severable intellectual property of Radsam.

Upon fulfillment of financial obligations, the Client receives a limited, non-transferable, revocable license to utilize the issued Deliverable solely for internal compliance or case-specific litigation purposes.

Prohibited Uses: Any use of our Deliverables, methodologies, or findings to train machine-learning models, or any unauthorized commercial redistribution or resale of our frameworks, is strictly prohibited.

5.2 Fees, Taxation, and Adjustments

Pricing metrics, installment protocols, currency designations, and secure processing methods are formalized within individual Engagement Agreements. Statutory taxes (including Canadian GST/HST) are calculated as extra. All refunds are handled strictly pursuant to the terms of the executing Engagement Agreement and governing consumer protection acts.

5.3 Complete Third-Party Reliance Restriction

Each Deliverable generated by Radsam is calibrated exclusively for the unique architectural framework of the contracting Client. No third party may rely upon the contents of our findings without our express, prior written authorization. Radsam disclaims any duty of care or liability to unauthorized non-client entities.

6. Comprehensive Indemnification and Liability Limitations

6.1 Strict Liability Cap

To the maximum extent permitted under applicable law, the total collective liability of Radsam, its principal officers, directors, employees, or contractors for any claim arising out of these Terms or the rendering of our Services—whether in contract, tort, negligence, or strict liability—shall be strictly limited to the actual aggregate fee amount paid by the Client to Radsam under the specific engagement giving rise to the claim.

In no event shall Radsam be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits or business disruption.

6.2 Mutual Indemnification

The Client agrees to defend, indemnify, and hold harmless Radsam, its principal officers, and its operational staff from any third-party claims, legal fees, administrative fines, or losses arising from the Client's unauthorized distribution of our Deliverables, or a material breach of these Terms. This indemnification is nullified only to the extent that a court of competent jurisdiction rules that the claim resulted directly from Radsam’s gross negligence or willful misconduct.

Radsam warrants that it maintains active, professional technology errors-and-omissions insurance coverage.

6.3 Absolute Disclaimer of Warranties

Except for explicit representations written into a formal Engagement Agreement, our website, interactive risk tools, and Services are provided strictly on an “as is” and “as available” basis without warranties of any kind, whether express, statutory, or implied.

7. Term, Termination, and Jurisdictional Frameworks

7.1 Termination and Survival

Either party may dissolve an active engagement upon providing formal written notice. Upon termination, all fees for technical milestones achieved remain immediately due and payable.

Sections covering Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Data Destruction shall permanently survive the dissolution of these Terms.

7.2 Governed Resolution: Canadian Intermediaries

For engagements executed with entities within Canada, these Terms shall be construed and governed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Alternative Dispute Resolution: Disputes must first undergo good-faith executive negotiation, followed by structured mediation.
Arbitration: If unresolved, matters shall be settled via final, binding, and confidential arbitration seated in Toronto, Ontario. To the extent permitted by law, parties explicitly waive any right to participate in class-action mechanisms.

7.3 Governed Resolution: United States Intermediaries

For engagements executed with entities within the United States, these Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.

Regulatory Compliance: The parties acknowledge that Radsam's non-legal technical advisory does not constitute the unauthorized practice of law under New York Judiciary Law §§ 478 and 484.
Arbitration: All unresolved disputes shall be submitted to confidential, binding arbitration executed within the City of New York. To the maximum extent permitted by law, both parties explicitly waive any right to a trial by jury or participation in multi-party class litigation.

8. General and Statutory Boilerplate Provisions

Severability: If any provision within these Terms is found to be invalid or unenforceable by an arbitral panel or court of competent jurisdiction, that clause shall be modified to the minimum extent necessary to make it valid, and the remainder of these Terms shall continue in full force.
Force Majeure: Radsam shall not be held liable or responsible for operational delays or structural failures resulting from events outside our reasonable control, including state-level cyber warfare, grid failures, border closures, or acts of God.
Assignment: Clients may not delegate or assign their rights under these Terms without our express written consent. Radsam may assign its interests to a successor corporate entity during a structural merger or re-organization.

Authorized Corporate Attestation and Execution

Issued for and on behalf of Radsam Academy of AI Sovereign Governance (Radsam Trade Inc.).