Range Impact and Vetted Portal: the contract is filed, the liability is not

Whoever inspects a mine site over an environmental reclamation always asks the same question: who decided, and on what basis. On 17 August 2026 an OTCQB company in Cleveland, Ohio, handed that decision to a custom AI agent, and made it public with a contract that does one rare thing well, a clause that shifts onto the client every decision made on the output, and a warrant issued to the supplier.

The facts, from the filing

The Form 8-K filed on 17 August 2026 (accession 0001493152-26-038811) by Range Impact, Inc. (OTCQB: RNGE) covers three Items: 1.01, 3.02 and 9.01. The same day, Range Impact and Vetted Consultant LLC, d/b/a Vetted Portal, signed a Master Services Agreement. Verbatim, from Item 1.01: “Vetted Portal agreed to design, build and deploy a custom artificial intelligence agent platform for the Company’s use in permit compliance, reclamation monitoring, and related operational workflows.” — permit compliance and reclamation monitoring, in a purpose-built agent.

The fees, verbatim: “The aggregate gross fees are $626,000, and the aggregate net payments are $576,000 after application of a $10,000 milestone credit to each of milestones M1 through M5.” The schedule runs from signing to go-live, “targeted for six months after contract signing”; after that, ongoing hosting and monitoring “at a monthly rate to be set forth in a separate managed services order” — the recurring fee is not in this contract.

Clause 3.3, and who answers for the decisions

The heart of the contract — EX-10.1, 114,404 bytes — is section 3.3, Third-Party AI Providers. Verbatim: “The Services rely on third-party model providers, APIs, and cloud infrastructure (including, without limitation, OpenAI, Anthropic, Google, Microsoft, and Amazon Web Services). Consultant has no control over — and shall not be liable for — the availability, uptime, latency, pricing, terms of service, deprecation, model behavior changes, or output quality of any third-party provider.” The supplier answers for none of the models the service runs on — models the client has no contract with.

Just above, section 3.2 requires the client to check every output “before relying on them for any business, operational, regulatory, legal, or compliance decision”: “Consultant shall have no liability for any decision made or action taken by Client (or any third party) in reliance on AI output.” Section 4.2 provides the services “AS IS” and “AS AVAILABLE,” excluding the warranty of “ACCURACY”; 5.1 caps the supplier’s liability at “THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CONSULTANT”; 6.1 has the client indemnify the supplier for “Client’s use of, or decisions made in reliance on, AI outputs.” Whoever answers to an inspector is Range Impact, not Vetted Portal — which has no say over OpenAI, Anthropic, Google, Microsoft or AWS.

What the contract gets right: the exit is written

This is not an indictment: section 7.5 contains a portability clause stronger than almost anyone gets. At go-live, or on termination, the supplier must deliver “model configurations, prompts, prompt libraries, and retrieval structures,” “dependency lists and software bills of materials,” and “all credentials, keys, certificates, and access tokens owned by or created for Client,” in “industry-standard, non-proprietary formats reasonably usable by Client or a third-party service provider” — source code included, in a version-controlled repository. Section 7.1 assigns ownership “Subject to full payment of all fees set forth in Section 2”; 7.2 excludes pre-existing IP, including “prompt patterns” — the prompt schemas stay with Vetted Portal, not Range Impact.

The warrant: whoever builds compliance becomes a shareholder

Item 3.02 points back to Item 1.01 “regarding the issuance of the Warrant” — not payment in stock instead of cash: the $626,000/$576,000 remain separate fees, the warrant is an addition. EX-10.2, 100,048 bytes: 500,000 shares, exercise at $0.76, five-year term. Vesting, verbatim: “this Warrant shall not be exercisable until the date on which Milestone M5 […] is completed and accepted by the Company” — the supplier collects the option only if the client accepts its own work. The termination symmetry is clean: the warrant is voided if the fault is Vetted Portal’s, and still vests if the fault is Range Impact’s. Well engineered, not an anomaly.

A structural point remains. Whoever assesses Range Impact’s permit compliance becomes, once the work is accepted, holder of an option on half a million of its shares for five years. Nothing unlawful — it is an alignment of interests — but the question is whether it is on the record: who, inside an organization, knows that the compliance vendor holds an equity stake in its own client? We asked the same question about another supplier paid in shares of the company it served.

Who is Range Impact, who is Vetted Consultant

Range Impact, incorporated in Nevada in 2007, redefined itself in March 2025 as an acquirer of retired coal mines in Appalachia. The Form 10-Q filed on 12 August 2026 (accession 0001493152-26-037346), five days before signing, shows 79 mining permits across West Virginia and Kentucky with $79,919,368 in reclamation obligations, revenue of $2,025,041 for the half-year, a net loss of $3,695,520, and $646,009 in cash — the contract’s net fee, $576,000, equals 89% of that cash. The 10-Q already lists, among its competitive factors, “investment in artificial intelligence.”

Vetted Consultant LLC, signed by Ken Sesko, Founder/Principal, presents itself as a nuclear and energy staffing agency — “50+ Plants & Facilities Served,” “25+ Years Industry Experience” — with an AI division, Vetted Portal, that claims “4,000+ Enterprise Users Served” and “160K+ AI Interactions Delivered”: its own figures, not filed, not verified by us. Ohio’s business registry was under maintenance at the time of our check, and OpenCorporates blocked the request behind a captcha: we found no verifiable registration, and cannot rule one out.

The question that matters, for the reader

Nothing here is irregular: no rule requires a supplier to answer for a client’s decisions, or to forgo an option on its own stock. The point — the same one we raise about who really controls the ontology built on top of a client’s data or what is left when a supplier never planned an exit — is that here the exit is written, and that is exactly what makes visible what is not: typed permissions and a human operator in command, not a clause that shifts the decision; grounding and measurement, not an “AS IS” disclaimer. Whoever buys an AI agent for compliance should know, before signing, which third-party model it runs on and who holds a stake in its own stock.

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What we do not know

We do not know the monthly fee for managed services after go-live, deferred to a separate order. We do not know whether Vetted Consultant LLC is actually registered in Ohio: the registry was unreachable at the time of our check. We do not know whether the warrant will ever be exercised, nor RNGE’s market value at Milestone M5. We do not know whether Vetted Portal serves other mining clients, nor whether the 7.4 exclusivity has been invoked.

The two axes, applied

Compliance. The register of AI systems in production — here, an agent for permits and reclamation — stops being a contract read once and becomes a control run against every critical supplier: for each system, which legal entity answers for it, which third-party model it runs on, what happens if that model changes or is retired, and whether whoever built it holds a stake in the client’s stock — with a dated trail, ready for a permit inspection.

Decisioning. The same system holds contracts, suppliers and technical documents together in a single operating model, on which AI agents execute decisions with a human operator in command — never a silent stand-in for whoever signs off on compliance. Always in two modes: on-premises, on autonomous machines, or a dedicated cloud with a dedicated VPN and a data centre in Italy, always with shared management: nobody is left alone answering for a decision made on a model it does not control.

From the first session, at no cost, comes the dated list of the AI systems in production that answer on your behalf — which legal entity owes them, which third-party model they run on, what happens if it changes — including the boxes left empty: yours to keep even if we do not go on to work together. Talk to one of our engineers.