Standard Client Terms

Effective August 27, 2026

These Professional Service Terms (these “Terms”) are between Hybrid Intelligence Academy LLC (also doing business as Hybrid Intelligence Advisors, “HIA”) and the entity accepting these terms pursuant to any Statement of Work (“Client”). These Terms are effective upon Client’s acceptance of these Terms within an SOW (defined below). Capitalized terms not otherwise defined herein will have the meaning set forth in the SOW.

1. The Agreement

The agreement between HIA and Client consists of:

• the applicable Statement of Work (“SOW”);
• any schedule, exhibit, or other document expressly identified in the SOW as part of the agreement; and
• these Terms.

Together, those documents are the “Agreement.”

If there is a conflict among them, the SOW controls, followed by any incorporated schedule or exhibit, followed by these Terms.

A proposal, presentation, email, website page, marketing material, or other communication is not part of the Agreement unless the SOW expressly incorporates it.

The version of these Terms identified in the SOW will govern that engagement. Later changes to HIA’s online terms will not change an existing Agreement unless HIA and Client agree in writing.

For services purchased under an SOW, the Agreement controls over HIA’s general website Terms of Service with respect to those services. HIA’s Terms of Service may continue to apply independently to use of HIA websites, public seminars, registrations, or other subjects outside the SOW.

2. Services

HIA will provide the services and deliverables described in the SOW in a professional manner consistent with the nature of the engagement.

HIA may determine the methods, sequencing, personnel, tools, and working processes used to perform the services, subject to any requirements expressly stated in the SOW.

Dates and schedules depend on timely Client cooperation, access, information, decisions, approvals, and other dependencies identified in the SOW. A Client-caused delay may result in a corresponding adjustment to the schedule.

Work outside the agreed scope requires mutual written agreement.

3. Changes and Optional Services

Changes to the scope, deliverables, schedule, assumptions, or fees must be agreed in writing by authorized representatives of both parties.

An SOW may identify optional services that Client may select by checking the applicable box before the SOW is signed. Only options affirmatively selected at execution are included in the Agreement.

An option not selected when the SOW is signed may be added later only by mutual written agreement. A unilateral change to a previously executed copy of an SOW does not modify the Agreement.

Email or another electronic record is sufficient for a change if it clearly describes the agreed change and is approved by authorized representatives of both parties.

4. Client Responsibilities

Client will reasonably cooperate with HIA and provide the information, materials, access, personnel, decisions, and approvals reasonably required to perform the services.

Client is responsible for:

• the accuracy and completeness of information it provides;
• ensuring that it has the right to provide materials, information, data, and system access made available to HIA;
• identifying legal, contractual, regulatory, security, confidentiality, or other restrictions that may affect HIA’s use of Client materials or systems;
• maintaining appropriate backups of Client systems and information where relevant to the engagement;
• reviewing deliverables and providing decisions or feedback within agreed timeframes; and
• making and approving the business, operational, legal, employment, financial, or other decisions that arise from Client’s use of the services.

HIA is entitled to rely reasonably on information and instructions provided by Client and its authorized personnel.
Client-caused delay, failure to provide required access, personnel, information, materials, decisions, approvals, or other cooperation, or failure to meet an agreed dependency may result in corresponding adjustments to the schedule and, where HIA incurs additional work, reserved time, remobilization effort, or other costs as a result, additional fees. HIA will notify Client when it reasonably determines that such a delay or failure is likely to affect the schedule, scope, or fees.

5. Fees, Expenses, and Taxes

Client will pay the fees stated in the SOW.

Unless the SOW provides otherwise, invoices are due within 15 days after the invoice date.

Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. HIA may suspend work on an undisputed invoice that remains unpaid after HIA gives Client reasonable written notice and an opportunity to cure the delinquency.

Client will reimburse reasonable travel and other out-of-pocket expenses only when the SOW provides for them or Client approves them in advance.

Fees do not include sales, use, value-added, goods and services, withholding, or similar taxes that HIA is legally required to collect or that arise from Client’s purchase of the services, other than taxes based on HIA’s net income. The parties will reasonably cooperate regarding appropriate tax documentation.

6. Confidentiality

“Confidential Information” means nonpublic information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Confidential Information does not include information that the Receiving Party can demonstrate:

• was lawfully known without restriction before disclosure;
• becomes public through no breach of the Agreement;
• is lawfully received from a third party without a confidentiality obligation; or
• is independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party will:

• use Confidential Information only to perform or receive the services and exercise rights under the Agreement;
• protect it using reasonable care, and at least the care used for its own similar information;
• disclose it only to personnel, contractors, professional advisers, or service providers who reasonably need access and are subject to appropriate confidentiality obligations; and
• not disclose it to any other person except with the Disclosing Party’s permission or as required by law.

If disclosure is legally required, the Receiving Party will, where legally permitted, give reasonable advance notice so the Disclosing Party may seek appropriate protection.

These confidentiality obligations continue after the engagement ends for so long as the information remains confidential. Trade secrets will be protected for so long as they qualify for protection as trade secrets under applicable law.

7. Client Information, AI Systems, and Data Handling

HIA’s services may involve the use of generative AI systems, cloud platforms, collaboration tools, and other third-party technology.

Unless the SOW states otherwise, Client authorizes HIA to use appropriate third-party technology reasonably necessary to perform the services, subject to HIA’s confidentiality obligations and reasonable professional judgment.

HIA will not intentionally use Client Confidential Information to train a public or shared AI model for unrelated purposes. Where reasonably available and appropriate for the engagement, HIA will use business, enterprise, API, privacy, or similar settings intended to limit provider use of submitted information.

Third-party technology remains subject to the provider’s terms, technical architecture, privacy and security practices, and changes in functionality. HIA does not control those third parties.

Client will not provide HIA with highly sensitive or specially regulated information, including protected health information, payment-card data, government identification numbers, credentials, or other information requiring specialized handling, unless the parties have first agreed that the information is necessary and established an appropriate method for handling it.

If the contemplated services require HIA to process personal information on Client’s behalf in circumstances requiring a data processing agreement or similar instrument, the parties will execute an appropriate agreement before that processing begins.

7.1 Data Retention and Return

Following completion or termination of an engagement, HIA may retain copies of Client Materials and engagement records to the extent reasonably necessary for legal, compliance, insurance, accounting, dispute-resolution, backup, or archival purposes.

Upon Client’s reasonable written request, HIA will delete or return Client Materials in HIA’s active possession or control, except for:

• materials HIA is required or reasonably permitted to retain for legal, compliance, insurance, accounting, or recordkeeping purposes;
• copies maintained in routine backups or archival systems that are not reasonably accessible in the ordinary course;
• HIA Materials;
• Client-Specific Deliverables retained as part of HIA’s engagement records; and
• anonymized or generalized information that no longer identifies Client or contains Client Confidential Information.

Any retained Client Confidential Information remains subject to the confidentiality obligations in the Agreement.

8. Artificial Intelligence Output and Human Review

Generative AI systems are probabilistic and can produce incomplete, inaccurate, inconsistent, biased, outdated, or otherwise unsuitable output.

HIA will apply the level of professional review contemplated by the SOW. The use of AI in performing the services does not eliminate Client’s responsibility to review and approve work before Client relies on it for consequential decisions or external use.

Client remains responsible for decisions made using deliverables, recommendations, analyses, agents, tools, workflows, or other work provided by HIA.

Where an HIA-built agent, workflow, or tool is intended to support recurring Client work, the tool is an aid to the people responsible for that work. Client remains responsible for establishing appropriate review, approval, access, and operating controls.

9. Intellectual Property

Client Materials

Client retains all right, title, and interest in documents, data, content, trademarks, systems, information, and other materials supplied by or on behalf of Client (“Client Materials”).

Client grants HIA a nonexclusive right to use Client Materials as reasonably necessary to perform the services and exercise HIA’s rights under the Agreement.

Client represents that it has sufficient rights and authority to provide the Client Materials and permit their contemplated use.

HIA Materials

HIA retains all right, title, and interest in materials, intellectual property, methods, frameworks, prompts, prompt structures, templates, training materials, processes, software, code, configurations, tools, techniques, know-how, models, methodologies, and other assets that:

• HIA owned or developed before the engagement;
• HIA develops independently of the engagement;
• are reusable or generally applicable across clients or engagements; or
• constitute improvements, modifications, or extensions of the foregoing.

Collectively, these are “HIA Materials.”

Client-Specific Deliverables

Upon HIA’s receipt of all amounts due for the applicable services, Client will own the final deliverables created specifically and uniquely for Client and expressly identified as deliverables in the SOW (“Client-Specific Deliverables”), excluding HIA Materials and third-party materials.

To the extent HIA Materials are embedded in or reasonably necessary to use a Client-Specific Deliverable, HIA grants Client a perpetual, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, and distribute those HIA Materials solely as part of, or as reasonably necessary to use, the Client-Specific Deliverable for Client’s own business purposes.

Nothing in the Agreement prevents HIA from using general skills, experience, ideas, concepts, methods, techniques, and know-how acquired or developed during an engagement, provided HIA does not disclose Client Confidential Information or reproduce Client-owned Client-Specific Deliverables.

Training and Educational Materials

Unless the SOW expressly states otherwise, HIA retains ownership of course materials, seminar materials, slides, exercises, workbooks, examples, templates, teaching methods, and similar educational materials.

Client and authorized participants may use those materials internally for the purposes contemplated by the engagement. They may not resell, publicly distribute, publish, record, or use them to create a competing training offering without HIA’s written consent.

Custom Software, Agents, Workflows, and Tools

Unless the SOW expressly provides otherwise, a custom software application, agent, workflow, automation, integration, or tool created specifically for Client will be treated as a Client-Specific Deliverable only to the extent of the client-specific implementation expressly identified in the SOW.

HIA retains all right, title, and interest in HIA Materials incorporated into, used to create, underlying, or capable of being separated from the Client-Specific Deliverable, including reusable architecture, orchestration logic, system instructions, prompts, prompt structures, evaluation methods, schemas, algorithms, frameworks, processes, templates, code libraries, modules, utilities, development methods, testing methods, configurations, and know-how.

Client’s ownership of a Client-Specific Deliverable does not prevent HIA from creating, developing, licensing, or providing software, agents, workflows, automations, tools, or functionality for other clients that are similar in concept, structure, process, method, architecture, or functionality, provided HIA does not disclose Client Confidential Information or reproduce Client-owned portions of the Client-Specific Deliverable.

To the extent HIA Materials are necessary for Client to use a Client-Specific Deliverable, the license granted under this Section permits Client to use those HIA Materials as part of the Client-Specific Deliverable for Client’s internal business purposes. Unless the SOW expressly provides otherwise, Client may not separately extract, commercialize, sublicense, sell, publish, distribute, reverse engineer, decompile, or use HIA Materials to create a competing product, service, agent, workflow, training offering, or technology.

Ownership of a Client-Specific Deliverable does not include ownership of any third-party AI model, software, platform, API, library, open-source component, connector, integration, data source, or other third-party technology. Such materials remain subject to the rights and license terms of their respective owners.

10. Client Name, Logo, and Case Studies

Client grants HIA a limited, nonexclusive, royalty-free license to use Client’s name, trade name, and logo to identify Client as a current or former HIA client.

HIA may use Client’s name and logo in HIA’s website, client lists, proposals, presentations, credentials materials, social media, marketing materials, and case studies.

HIA may also prepare and publish factual case studies and descriptions of the engagement, including the general nature of the services provided and objectively supportable results, provided HIA does not disclose Client Confidential Information.

HIA may use anonymized, aggregated, or generalized information and learnings from an engagement so long as Client and individuals are not reasonably identifiable from information that is confidential.

HIA will use Client’s logo in a professional manner and will reasonably follow brand guidelines Client provides to HIA.

Nothing in this Section permits HIA to falsely state or imply that Client endorses HIA.

HIA will not attribute a testimonial, quotation, or statement of opinion to a specific Client representative without that person’s approval.

Any publicity restrictions expressly stated in the SOW supersede this Section for that engagement.

11. Third-Party Products and Platforms

Third-party software, AI models, platforms, APIs, subscriptions, data sources, hosting, integrations, and other services are governed by their respective providers.

Unless expressly included in the SOW, Client is responsible for acquiring and maintaining the licenses, accounts, permissions, subscriptions, and infrastructure required for Client’s use of third-party products.

HIA is not responsible for a third party’s discontinuation, modification, outage, pricing change, model change, API change, terms change, security event, or other action outside HIA’s reasonable control.

A custom agent, automation, integration, or tool may require modification over time as underlying technology changes. Unless maintenance or support is expressly included in the SOW, HIA has no continuing obligation to update a completed deliverable after the engagement ends.

11.1 Custom Software, Agents, and Tools

The following additional terms apply to any custom software application, agent, workflow, automation, integration, or other technology deliverable provided by HIA.

Specifications and Acceptance

The applicable SOW will identify the material functionality, deliverables, or acceptance criteria for the applicable build where acceptance testing is appropriate.

Unless the SOW provides otherwise, Client will have ten business days after delivery of a substantially complete technology deliverable to test and review it.

Client may reject the deliverable during that period only by providing HIA written notice identifying with reasonable specificity a material failure to conform to the written requirements or acceptance criteria stated in the SOW.

HIA will have a reasonable opportunity to correct any properly identified material nonconformity and resubmit the deliverable for review.

A deliverable will be deemed accepted upon the earliest of:

• Client’s written acceptance;
• Client’s productive, operational, or commercial use of the deliverable other than for reasonable acceptance testing;
• Client’s failure to provide a timely written rejection meeting the requirements above; or
• Client’s instruction to HIA to proceed to a subsequent phase that reasonably depends on acceptance of the deliverable.

Acceptance does not waive any express warranty stated in the Agreement.

Limited Technology Warranty

Unless the SOW provides otherwise, HIA warrants for thirty days following acceptance that a custom technology deliverable created by HIA will materially conform to the written specifications and acceptance criteria expressly stated in the SOW.

Client’s exclusive remedy for breach of this warranty is for HIA, at its option, to use commercially reasonable efforts to correct the material nonconformity, provide a reasonable workaround, or reperform the affected portion of the services.

This warranty does not apply to problems caused by:

• Client Materials, instructions, configurations, systems, personnel, or acts or omissions;
• modification by anyone other than HIA;
• use inconsistent with the Agreement, documentation, or intended purpose;
• third-party technology;
• changes to AI models, APIs, platforms, browsers, operating systems, integrations, or other external technology;
• failure by Client to maintain required accounts, subscriptions, permissions, integrations, infrastructure, or security settings;
• use with data, systems, environments, or conditions not contemplated by the SOW; or
• circumstances outside HIA’s reasonable control.

Except for this limited warranty, custom technology deliverables are provided “as is” and “as available” to the fullest extent permitted by law.

HIA does not warrant that any technology deliverable will be uninterrupted, error-free, immune from security vulnerabilities, compatible with future third-party technology, or capable of producing accurate or appropriate output in every circumstance.

Client Testing and Operational Responsibility

Unless the SOW expressly assigns a responsibility to HIA, Client is responsible for:

• testing the deliverable with representative data and use cases before production deployment;
• determining whether the deliverable is appropriate for Client’s intended use;
• production deployment;
• account and user administration;
• access controls and permissions;
• cybersecurity configuration within Client-controlled environments;
• backups and business-continuity measures;
• compliance with laws, regulations, contractual requirements, and internal policies applicable to Client’s use;
• monitoring ongoing performance and output;
• establishing appropriate human review and approval processes; and
• determining whether and how to act on information, recommendations, analysis, or output produced by the deliverable.

Client will not rely on a technology deliverable as the sole basis for a decision that could reasonably create material legal, financial, employment, regulatory, safety, medical, eligibility, or similar consequences unless the SOW expressly contemplates that use and appropriate review and control measures have been established.

Changes in Requirements

A request made after execution of the SOW that changes or expands agreed functionality, integrations, data sources, workflows, users, outputs, specifications, acceptance criteria, security requirements, or other material requirements constitutes a scope change and is subject to Section 3.

Corrections required to make a deliverable materially conform to agreed specifications are not scope changes.

Enhancements, new functionality, changed preferences, optimization, model tuning, new integrations, revised workflows, or adaptation to circumstances not included in the agreed specifications are scope changes, even if they relate to existing functionality.

Maintenance and Support

Unless expressly included in the SOW, HIA has no obligation after acceptance or expiration of the applicable warranty period to maintain, monitor, host, support, update, modify, retrain, retune, repair, or enhance a technology deliverable.

Maintenance and support, if purchased, will be limited to the services expressly described in the SOW.

Unless expressly included, maintenance and support do not include:

• new functionality;
• material changes in Client requirements;
• new integrations or data sources;
• migrations to different platforms or technologies;
• remediation of issues caused by Client or third parties;
• work required because of changes by an AI model provider, platform, API, software vendor, browser, operating system, or other third party;
• cybersecurity services or monitoring;
• data recovery;
• user training; or
• substantial redesign or redevelopment.

HIA may recommend modifications when underlying technology changes. Such modifications are additional services unless the applicable SOW expressly includes them.

Third-Party and Open-Source Technology

A technology deliverable may incorporate or depend upon third-party or open-source software, AI models, APIs, libraries, connectors, platforms, data, or services.

Those components are subject to their respective license terms and provider requirements. Nothing in the Agreement transfers ownership of them to Client or expands the rights granted by their owners.

HIA does not warrant the continued availability, functionality, pricing, security, compatibility, or commercial terms of third-party technology.

If a third-party change materially affects a deliverable, HIA may propose modifications, migration, redevelopment, or other remedial work under a separate scope and fee.

Technology and Security Boundaries

HIA is responsible for exercising reasonable care with respect to systems and credentials within HIA’s control.

HIA is not responsible for the security, availability, configuration, administration, or operation of Client-controlled systems or third-party technology, except to the extent the SOW expressly assigns a specific responsibility to HIA.

No provision of the Agreement constitutes a representation that a deliverable or third-party platform is immune from unauthorized access, cyberattack, data loss, service interruption, or other security events.

12. Professional Standard; No Guaranteed Outcome

HIA warrants that it will perform the services in a professional manner consistent with the scope and nature of the engagement.

HIA does not warrant that a particular recommendation, strategy, training program, implementation, tool, agent, workflow, or other service will produce a particular financial, operational, employment, adoption, productivity, or other outcome.

Except for the express warranty above, and to the fullest extent permitted by law, HIA disclaims warranties that would otherwise be implied, including warranties of merchantability, fitness for a particular purpose, and noninfringement.

12.1 Technology-Specific Disclaimers

HIA’s technology services may use rapidly changing AI models, platforms, APIs, software, data sources, and other third-party technology.

Client acknowledges that functionality, output, performance, compatibility, interfaces, pricing, usage limits, policies, and availability of such technology may change without HIA’s control.

HIA does not warrant that a deliverable will continue to operate without modification following changes to third-party technology or Client’s operating environment.

Unless expressly included in an SOW, HIA is not responsible for modifying, replacing, migrating, or rebuilding a deliverable because of such changes.

Generative AI systems may produce different results from identical or similar inputs and may generate inaccurate, incomplete, inconsistent, biased, fabricated, or otherwise unsuitable output. HIA does not warrant the accuracy or reliability of any individual AI-generated output.

Client remains responsible for appropriate human review and for determining whether any output is suitable for its intended use.

13. Professional and Regulated Advice

Unless an SOW expressly provides otherwise, HIA provides business, organizational, technology, implementation, and educational services.

HIA’s services do not constitute legal, tax, accounting, investment, medical, cybersecurity certification, or other regulated professional advice. Client should obtain advice from appropriately licensed or qualified professionals where a decision requires it.

HIA may identify legal, regulatory, privacy, security, employment, financial, or other issues as part of its work without thereby undertaking to provide a formal professional opinion in those disciplines.

13.1 Compliance with Laws and Permitted Use

Client will use the services, deliverables, software, agents, workflows, automations, tools, training materials, and other work provided by HIA only for lawful purposes and in compliance with:

• applicable laws and regulations;
• Client’s contractual obligations;
• applicable privacy, confidentiality, intellectual property, employment, consumer-protection, and data-protection requirements;
• applicable third-party platform, software, API, model, and license terms; and
• Client’s own policies and approval requirements.

Client is responsible for determining whether its intended use of any deliverable is lawful, appropriate, and permitted in its industry, jurisdiction, operating environment, and particular circumstances.

Client will not use any HIA service or deliverable:

• to violate the rights of any person or entity;
• to unlawfully discriminate or make prohibited employment, credit, eligibility, housing, insurance, healthcare, or similar decisions;
• to process, disclose, or use information in violation of applicable privacy, confidentiality, or data-protection requirements;
• to engage in fraud, deception, unlawful surveillance, or other unlawful conduct; or
• in a manner prohibited by the applicable third-party technology provider.

HIA may decline, suspend, or discontinue work that HIA reasonably believes would require HIA to participate in unlawful conduct or materially violate applicable third-party restrictions.

Nothing in this Section requires HIA to determine Client’s legal or regulatory obligations unless the applicable SOW expressly includes that work.

14. Indemnification

Client Indemnification

Client will defend, indemnify, and hold harmless HIA, its affiliates, and their respective owners, officers, employees, contractors, instructors, and agents from and against any third-party claim, demand, action, investigation, loss, liability, damage, judgment, settlement, penalty, fine, cost, or expense, including reasonable attorneys’ fees, arising out of or relating to:

• Client Materials, including any allegation that Client did not have the right to provide, use, disclose, or authorize HIA to use them;
• Client’s instructions, specifications, requirements, decisions, or requested use of the services or deliverables;
• Client’s use, modification, distribution, implementation, deployment, or reliance on any deliverable, recommendation, agent, tool, workflow, analysis, training material, or other work provided by HIA;
• Client’s failure to perform appropriate human review, approval, testing, validation, access control, or oversight before using or deploying HIA’s work;
• Client’s products, services, business operations, employment decisions, customer communications, regulated activities, or other activities in which HIA’s work is used;
• Client’s violation of applicable law, regulation, contractual obligation, privacy right, intellectual property right, confidentiality obligation, or third-party right; or
• Client’s gross negligence, fraud, willful misconduct, or unauthorized or unlawful use of the services or deliverables.

Client’s obligations under this Section apply regardless of whether HIA assisted in developing the applicable deliverable, recommendation, workflow, agent, or tool, except to the extent a final judgment determines that the claim resulted directly from HIA’s gross negligence, fraud, or willful misconduct.

HIA Indemnification

HIA will defend Client against a third-party claim alleging that a Client-Specific Deliverable created solely by HIA and used by Client as authorized under the Agreement directly infringes that third party’s United States copyright, trademark, or patent rights, and HIA will indemnify Client for damages finally awarded against Client, or amounts approved by HIA in settlement of such claim.

HIA has no obligation under this subsection to the extent a claim arises from:

• Client Materials;
• Client instructions, specifications, or requirements;
• third-party software, AI models, platforms, content, data, or other materials;
• modification of a deliverable by anyone other than HIA;
• combination of a deliverable with products, services, systems, content, or materials not supplied by HIA;
• use of a deliverable outside the scope contemplated by the Agreement;
• continued use after HIA has notified Client of an infringement concern and offered a reasonable alternative; or
• generative AI output or other material produced by a third-party AI system.

If a covered claim occurs or HIA reasonably believes one is likely, HIA may, at its option: modify the affected deliverable so it is noninfringing; replace it with a substantially equivalent alternative; obtain the right for Client to continue using it; or terminate the affected portion of the services and refund fees paid for the affected deliverable, reduced on a reasonable basis to reflect Client’s prior use.

The remedies in this subsection are Client’s exclusive remedies for third-party intellectual property infringement claims relating to the services or deliverables.

Indemnification Procedure

A party seeking indemnification will give the indemnifying party prompt written notice of the claim and reasonable cooperation in the defense. Failure to give prompt notice will reduce the indemnifying party’s obligations only to the extent the delay materially prejudices the defense.

The indemnifying party may control the defense and settlement of the claim using counsel reasonably acceptable to the indemnified party.

The indemnifying party may not settle a claim in a manner that:

• requires an admission of fault or wrongdoing by the indemnified party;
• imposes a nonmonetary obligation on the indemnified party; or
• fails to provide a full release of the indemnified party,

without the indemnified party’s prior written consent.

The indemnified party may participate in the defense with counsel of its own choosing at its own expense.

15. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenues, lost business opportunities, or loss of goodwill, arising out of or relating to the Agreement, regardless of the legal theory asserted and even if the possibility of those damages was known.

Except for Client’s obligation to pay amounts due under the Agreement, HIA’s aggregate liability arising out of or relating to any SOW, whether in contract, tort, statute, indemnity, strict liability, or otherwise, will not exceed the Net Fees actually paid to HIA under that SOW.

For purposes of this Section, “Net Fees” means the amounts actually paid to and retained by HIA for its services under the applicable SOW, excluding:

• third-party software, platform, API, hosting, licensing, subscription, data, or technology charges;
• travel, lodging, printing, shipping, and other reimbursable expenses;
• amounts paid or payable to third-party vendors, subcontractors, specialists, or service providers specifically engaged for the Client engagement;
• taxes, duties, assessments, or governmental charges; and
• other pass-through costs or expenses identified in the SOW or reasonably incurred on Client’s behalf.

If no fees have yet been paid to HIA under the applicable SOW at the time the claim arises, HIA’s aggregate liability will not exceed the Net Fees payable to HIA for the portion of the services giving rise to the claim.

The foregoing limitation applies collectively to all claims arising out of or relating to the same SOW and will not be increased by the number of claims, theories of liability, events, deliverables, users, or affected persons.

The limitations in this Section are cumulative with, and not in addition to, any other limitation, exclusion, disclaimer, or exclusive remedy contained in the Agreement.

The limitations in this Section do not apply to liability that applicable law does not permit the parties to limit or exclude, or to a party’s fraud or willful misconduct.

The parties agree that the fees reflect this allocation of risk.

16. Term, Suspension, and Termination

An SOW begins on its stated effective date and continues until the services are completed or the SOW is terminated in accordance with the Agreement.

Either party may terminate an SOW for material breach if the other party does not cure the breach within 10 business days after receiving written notice describing it.

HIA may suspend services if:

• Client fails to pay an undisputed amount when due and does not cure after reasonable written notice;
• Client fails to provide material cooperation required for HIA to continue the work;
• continued performance would reasonably create a legal, ethical, security, or safety concern; or
• Client requests that HIA perform work HIA reasonably believes is unlawful.

HIA may also suspend performance or terminate an SOW upon written notice if Client:

• becomes insolvent or admits in writing its inability to pay its debts as they become due;
• makes a general assignment for the benefit of creditors;
• becomes subject to a receivership, liquidation, dissolution, or similar proceeding that is not dismissed within 60 days;
• files or has filed against it a bankruptcy or insolvency proceeding that is not dismissed within 60 days; or
• ceases or materially suspends ordinary business operations in circumstances that reasonably call into question Client’s ability to perform its payment or other material obligations under the Agreement.

Any suspension or termination under this paragraph is subject to applicable bankruptcy, insolvency, and other mandatory law.

Termination or suspension under this paragraph does not relieve Client of payment obligations for services performed, approved expenses, noncancelable commitments, or other amounts accrued before the effective date of suspension or termination.

A fixed scope SOW may be terminated for convenience only if the SOW expressly permits it or the parties otherwise agree in writing.

When an engagement ends, Client will pay HIA for services performed through the termination date, approved expenses, and noncancelable commitments reasonably incurred for the engagement. Any prepaid amount allocable to services HIA has not performed will be handled as provided in the SOW.

Sections that by their nature should survive termination, including confidentiality, intellectual property, publicity rights, payment obligations, limitations of liability, and general provisions, will survive.

17. Independent Contractors

HIA is an independent contractor and not an employee, fiduciary, partner, joint venturer, or agent of Client.

Neither party has authority to bind the other except as expressly agreed.

HIA may use qualified employees, instructors, consultants, subcontractors, and service providers to perform portions of the services. HIA remains responsible for their work to the same extent as if HIA performed it directly and will require appropriate confidentiality obligations.

Unless the SOW states otherwise, the relationship is nonexclusive and either party may work with other organizations, including organizations in similar industries.

18. Force Majeure

Neither party will be liable for delay or failure to perform, other than a payment obligation, to the extent caused by circumstances beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil disturbance, labor disruption, widespread internet or cloud service failure, government action, epidemic or pandemic conditions, or material failure of a third-party technology provider.

The affected party will use reasonable efforts to mitigate the effect and resume performance.

19. General Terms

Notices

Any notice required or permitted under the Agreement must be in writing and delivered by:

• email to the notice address identified in the applicable SOW;
• nationally recognized overnight courier; or
• certified or registered mail, return receipt requested.

A notice sent by email will be effective when transmitted, provided the sender does not receive an automated notice of failed delivery. A notice sent by overnight courier will be effective on confirmed delivery. A notice sent by certified or registered mail will be effective on confirmed delivery.

Notices concerning breach, termination, indemnification, arbitration, or other formal legal claims must be sent by email and, in addition, by overnight courier or certified or registered mail.

Each party may change its notice contact or address by giving notice in accordance with this Section.

Notices to HIA will be sent to the notice contact and address identified in the applicable SOW, or to any replacement contact HIA designates in writing.

Notices to Client will be sent to the notice contact and address identified in the applicable SOW, or to any replacement contact Client designates in writing.

Routine project communications, approvals, scheduling, feedback, change discussions, and other day-to-day communications do not constitute formal notice under this Section unless the communication expressly states that it is being given as formal notice under the Agreement.

Assignment

Neither party may assign the Agreement without the other party’s consent, which will not be unreasonably withheld, except that either party may assign the Agreement in connection with a merger, reorganization, sale of substantially all relevant assets, or similar transaction.

Entire Agreement

The Agreement is the complete agreement between the parties regarding its subject matter and supersedes prior or contemporaneous discussions, proposals, representations, and understandings regarding that subject matter, except for documents expressly incorporated into the Agreement.

Amendment and Waiver

An amendment must be in writing and agreed by authorized representatives of both parties.

Failure to enforce a provision is not a waiver of the right to enforce it later.

Severability

If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable where permitted, and the remaining provisions will continue in effect.

No Third-Party Beneficiaries

The Agreement is for the benefit of HIA and Client and does not create rights in any other person unless expressly stated.

Electronic Signatures and Counterparts

The parties may execute an SOW or amendment in counterparts and by electronic signature. Electronic copies and signatures will be treated as originals.

Governing Law; Arbitration; Enforcement

Governing Law

The Agreement and any dispute, claim, or controversy arising out of or relating to the Agreement, the services, any SOW, or the relationship between the parties will be governed by the laws of the State of New Jersey, without regard to its conflict-of-laws principles.

The Federal Arbitration Act, 9 U.S.C. §§ 1–16, will govern the interpretation and enforcement of the arbitration provisions below.

Mandatory Binding Arbitration

Except for the exceptions expressly stated below, any dispute, claim, or controversy arising out of or relating to:

• the Agreement or any SOW;
• the negotiation, formation, interpretation, performance, breach, termination, validity, or enforceability of the Agreement;
• any service, deliverable, recommendation, software application, agent, workflow, automation, tool, training, or other work provided by HIA; or
• the relationship between HIA and Client

will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect when the arbitration is commenced.

The parties understand and agree that arbitration replaces the right to have covered disputes decided in court by a judge or jury.

Location and Manner of Arbitration

The legal seat and place of arbitration will be Hudson County, New Jersey.

Unless the parties agree otherwise, hearings may be conducted remotely by videoconference when the arbitrator determines that doing so is reasonably appropriate and efficient.

The arbitration will be conducted in English before one arbitrator experienced in commercial contracts and, where reasonably available, technology or professional-services disputes.

Expedited Procedures

To the extent applicable under the AAA Commercial Arbitration Rules, the AAA Expedited Procedures will apply.

The arbitrator will manage the proceeding with the objective of resolving the dispute efficiently and proportionately to the amount and issues in controversy, including reasonable limits on discovery, depositions, motion practice, and hearing time.

Arbitrator Authority

The arbitrator may award any remedy that a court of competent jurisdiction could award under the Agreement and applicable law, subject to all contractual limitations, exclusions, disclaimers, liability caps, and other remedies provisions contained in the Agreement.

The arbitrator will enforce the Agreement as written and may not modify or disregard any limitation of liability, exclusion of damages, indemnification obligation, intellectual property provision, or other allocation of risk contained in the Agreement.

The arbitrator will issue a reasoned written award stating the material findings and conclusions on which the award is based.

Judgment on the award may be entered and enforced in any court having jurisdiction.

Court Proceedings Permitted

Notwithstanding the agreement to arbitrate, either party may bring an action in a court of competent jurisdiction:

• to seek temporary, preliminary, or permanent injunctive or equitable relief relating to actual or threatened misuse or disclosure of Confidential Information;
• to protect or enforce intellectual property, proprietary technology, HIA Materials, trade secrets, trademarks, copyrights, or restrictions on unauthorized use, copying, distribution, reverse engineering, or commercialization;
• to compel arbitration or stay litigation pending arbitration;
• to confirm, enforce, modify, or vacate an arbitration award as permitted by applicable law;
• to pursue collection of undisputed amounts due under the Agreement; or
• where applicable law does not permit the particular dispute or remedy to be subject to arbitration.

Any such court proceeding will be brought exclusively in the state courts located in Hudson County, New Jersey, or the United States District Court for the District of New Jersey, and each party irrevocably consents to the personal jurisdiction and venue of those courts.

Jury Trial Waiver

For any dispute or proceeding that is permitted to be resolved in court under the Agreement, each party knowingly and voluntarily waives, to the fullest extent permitted by law, any right to trial by jury.

Individual Proceedings

Any arbitration will be conducted only on an individual party-to-party basis.

Neither party may pursue or participate in any class, collective, consolidated, representative, or private-attorney-general proceeding against the other arising from the Agreement, except where applicable law prohibits enforcement of this restriction.

Confidentiality of Proceedings

The parties will keep the existence, filings, evidence, testimony, discovery materials, and award in any arbitration confidential, except to the extent disclosure is reasonably necessary:

• to conduct or enforce the arbitration;
• to enforce or challenge an award;
• to comply with applicable law, regulation, subpoena, or court order;
• to communicate with insurers, auditors, accountants, attorneys, financing sources, or other professional advisers subject to appropriate confidentiality obligations; or
• to protect or enforce a party’s legal rights.

Nothing in this subsection prevents HIA from using anonymized or generalized information concerning a dispute in a manner that does not identify Client or disclose Client Confidential Information.

Attorneys’ Fees and Costs

Each party will initially bear its own attorneys’ fees and costs and will share AAA administrative fees and arbitrator compensation as required by the applicable AAA rules.

The arbitrator may award reasonable attorneys’ fees, arbitration costs, and other expenses to the prevailing party where authorized by the Agreement, applicable law, or where the arbitrator determines that a claim, defense, or litigation position was brought or maintained in bad faith.

Nothing in this subsection limits HIA’s right to recover collection costs or attorneys’ fees otherwise expressly provided in the Agreement.

Continued Performance

During a dispute, the parties will continue performing their undisputed obligations under the Agreement to the extent reasonably practicable.

Client’s obligation to pay undisputed amounts when due is not suspended because another matter is disputed.

Survival

This arbitration and dispute-resolution provision survives completion, expiration, termination, rescission, or alleged invalidity of the Agreement.