Version 1.0 — Effective September 5, 2026. The AI implementation engagement described at ai.experienceplus.ai (the "Engagement") is offered by Ryan Hanau, Inc. ("RHI", "we"). These Engagement Terms govern every Engagement, and every Maintenance Agreement, between RHI and the business that engages it (the "Client", "you"). They are incorporated by reference into each Work Order. By signing a Work Order, by paying an invoice that references these terms, or by giving RHI access to your systems for the purposes of an Engagement, you agree to these terms on behalf of the Client and confirm that you are authorised to do so.
1. What the Engagement is
1.1 Scope. An Engagement is a fixed scope of work in four phases: Assess, Pilot, Roll out, and Train. The Work Order for each Engagement names the workflows, the systems they run in, the deliverables, the schedule, and the fee. If a Work Order and these terms conflict, the Work Order controls for that Engagement only.
1.2 Deliverables. Unless the Work Order says otherwise, the Client receives: a written readiness assessment; a tool selection with the reasoning written down, including what was ruled out and why; two or three workflows implemented in the systems the Client already uses; written operating guidelines; training for the staff whose daily work changes; and a handover document listing every change made, every account created, and how to undo it. A review session after the work has been in daily use completes the Engagement.
1.3 Not included. An Engagement does not include custom software development, ongoing operation of any system after handover, large-scale data cleanup, decisions about staffing, legal or regulatory sign-off, or any promise of savings, revenue, or outcomes. Work outside the Work Order is agreed in a new Work Order or a change order under Section 8.
2. Fees and payment
2.1 Fees. The fee for an Engagement is fixed in its Work Order and invoiced on the schedule the Work Order sets. Invoices are due within fourteen (14) days of the invoice date unless the Work Order says otherwise. No price is published on the website; scope and fee are agreed before work starts.
2.2 Late payment. If an invoice is overdue, RHI may suspend work until it is paid and may recover reasonable costs of collection. Time lost to suspension extends the schedule.
2.3 Third-party costs. Accounts, credentials, and subscriptions for the tools selected during an Engagement are opened in the Client's name from the start, and the Client pays those providers directly. RHI's out-of-pocket expenses are reimbursable only if approved in writing in advance.
2.4 Taxes. Fees exclude sales, use, and similar taxes. The Client is responsible for any that apply, other than taxes on RHI's income.
2.5 Fees for completed phases are earned when the phase is delivered and are not refundable, except as Section 9 provides.
3. What the Client provides
3.1 Dependencies. The Engagement depends on the Client providing, in a timely way: one person able to approve a tool or say no to one; access to the systems being changed, read-only wherever that is enough, or, if the Client prefers not to grant access, staff who will apply RHI's written instructions; a few hours across the Engagement from the people whose work changes; and straight answers in the assessment, including about what is not working now.
3.2 Delay. If a dependency is late, the schedule moves by at least the length of the delay. If a dependency is more than thirty (30) days late, RHI may invoice for work performed to date and pause the Engagement, or end it under Section 8.3.
3.3 Rights in your data and systems. The Client confirms that it has the right to give RHI the access it grants, that it owns or is licensed to use the data and content it supplies, and that using that data with the tools selected, including third-party AI model providers, is permitted under the Client's own contracts, policies, and applicable law, including privacy law. RHI relies on this confirmation.
4. Third-party tools and AI outputs
4.1 Third-party tools. The tools selected in an Engagement are provided by third parties under their own terms, which the Client accepts directly. RHI is not a party to those terms and does not control any provider's availability, pricing, features, model behaviour, deprecations, or handling of data. A change a provider makes is not a breach by RHI.
4.2 AI outputs. AI systems produce output that can be wrong, incomplete, out of date, or biased, and can do so without warning. The operating guidelines state where a person must check output before it is used. The Client is responsible for that review and for every decision made or action taken on the basis of an output. RHI does not warrant the accuracy, completeness, or fitness of any output.
4.3 No professional advice. Where a rule or regulation looks like it applies to the Client's industry, RHI flags it. Nothing RHI provides is legal, tax, accounting, medical, or regulatory advice, and the Client will rely on its own advisers for what a rule means for it.
4.4 No outcome promised. RHI describes what was implemented and how the work changed. RHI makes no representation or warranty about savings, revenue, headcount, productivity, or any other business result.
5. Handover and acceptance
5.1 Handover. The Engagement ends at handover: RHI delivers the handover document, and the review session in the final phase marks the Engagement complete. Nothing is left running that only RHI knows how to run.
5.2 Acceptance. A deliverable is accepted when the Client confirms acceptance in writing, or fourteen (14) days after RHI delivers it if the Client has not given written notice of a material failure to conform to the Work Order, whichever comes first. RHI will correct a conforming failure reported within that period at no additional fee. Use of a deliverable in the Client's business is acceptance of it.
5.3 After acceptance. From acceptance, the Client is responsible for operating the workflows, the tools underneath them, and what they produce. RHI has no further obligation for a deliverable except under a Maintenance Agreement (Section 6), a new Work Order, or the warranty in Section 9.
6. Maintenance Agreement
6.1 Offered, not assumed. At handover RHI offers a Maintenance Agreement. It is optional, and the Client may decline it. Declining it has no effect on the Engagement, the deliverables, or the Client's ownership of them. A Maintenance Agreement is a separate document that sets its own scope, review cadence, response expectations, fee, term, and notice period, and is governed by these terms.
6.2 What it covers. Unless the Maintenance Agreement says otherwise, RHI will: keep the implemented workflows working when the tools underneath them change, by fixing or re-routing the workflow; carry out a scheduled review of what is still used, what has drifted, and what to fix; take the first call when something breaks, work out whether it is the workflow, the tool, or the data, and fix it or say plainly who can; and keep the written operating guidelines current and re-brief the staff affected when a tool or a rule changes.
6.3 Effort, not outcome. RHI's obligations under a Maintenance Agreement are to perform the services in Section 6.2 with reasonable skill and care. They are not a warranty that any workflow or tool will operate without interruption or error, and they are not a service-level commitment unless the Maintenance Agreement states one expressly.
6.4 What it does not cover. A Maintenance Agreement does not cover: the third-party tools themselves, including their outages, price changes, model behaviour, deprecations, or handling of data; changes made to a workflow, a tool, or the Client's systems by anyone other than RHI, or without telling RHI; new workflows or a change of scope, which are agreed in a new Work Order; recovery of data the Client has not backed up; or anything arising after the Maintenance Agreement ends.
6.5 Without a Maintenance Agreement. If the Client does not take a Maintenance Agreement, or after one ends, the deliverables are provided as they stand at acceptance. RHI has no obligation to monitor, update, repair, or support them, and no liability for how they perform after handover. The handover document is written for exactly this case, and every account is already in the Client's name. Later help, if the Client wants it, is scoped and priced as new work.
6.6 Term. A Maintenance Agreement runs for the term it states and may be ended by either party on the notice it states. Nothing renews unless the Maintenance Agreement says so in writing.
7. Ownership, data, and confidentiality
7.1 Deliverables. On payment in full, the Client owns the readiness assessment, the tool selection and its reasoning, the operating guidelines, the handover document, and the configuration and instructions specific to the Client's workflows (the "Work Product"). The Client may edit, share, and use the Work Product for its own business, including for training people hired later.
7.2 RHI materials. RHI retains all rights in its pre-existing materials, methods, templates, checklists, and know-how, and in anything of general application it develops during an Engagement (the "RHI Materials"). To the extent RHI Materials are embedded in the Work Product, RHI grants the Client a perpetual, non-exclusive, non-transferable licence to use them as part of the Work Product. RHI may use general know-how gained on an Engagement in its other work, but never the Client's confidential information or data.
7.3 Client data. The Client's data stays the Client's. RHI accesses it only as needed for the Engagement or a Maintenance Agreement, uses it for no other purpose, does not sell it, and on request after handover deletes or returns any copy it holds, except where retention is required by law. Data the Client puts into a third-party tool is governed by that provider's terms, not by RHI.
7.4 Confidentiality. Each party will keep the other's non-public business, technical, and financial information confidential, use it only for the Engagement or a Maintenance Agreement, and protect it with reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law, in which case the receiving party will give notice where it can. This Section survives for three (3) years after the last Engagement or Maintenance Agreement ends, and for as long as the information remains a trade secret.
7.5 Publicity. RHI will not publish the Client's name, logo, staff names, or any identifiable detail of the work without the Client's separate, specific, written consent. RHI may describe the work in aggregated or de-identified form.
8. Changes, term, and ending early
8.1 Changes. Changes to the scope, deliverables, schedule, or fee of an Engagement are agreed in writing in a change order before the changed work starts.
8.2 The decision point. After the Pilot phase there is a decision point. If the pilot has not earned its place, either party may stop the Engagement there. Fees for phases delivered are earned; phases not started are not charged.
8.3 Ending for convenience. Either party may end an Engagement on fourteen (14) days' written notice. The Client pays for work performed and costs committed up to the end date. Any phase already delivered remains paid for and accepted.
8.4 Ending for breach. Either party may end an Engagement or a Maintenance Agreement immediately by written notice if the other materially breaches these terms and does not cure the breach within fourteen (14) days of being told about it in writing.
8.5 Survival. Sections 4, 5.3, 6.4, 6.5, 7, 9, 10, and 11 survive the end of any Engagement or Maintenance Agreement.
9. Warranty and disclaimer
9.1 Warranty. RHI warrants that it will perform its services with reasonable skill and care, consistent with generally accepted professional practice. The Client's sole remedy for a breach of this warranty, reported in writing within thirty (30) days of delivery of the service concerned, is re-performance of that service or, if re-performance is not practical, a refund of the fee paid for it.
9.2 Disclaimer. Except as stated in Section 9.1, the services, the Work Product, and everything else RHI provides are provided as is, and RHI disclaims all other warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation. Third-party tools carry only the warranties their providers give.
10. Limitation of liability and indemnity
10.1 Cap. To the maximum extent permitted by law, RHI's total aggregate liability arising out of or relating to an Engagement, a Maintenance Agreement, these terms, or the Work Product, whether in contract, tort, or otherwise, will not exceed the fees paid by the Client to RHI under the Work Order or Maintenance Agreement giving rise to the claim in the twelve (12) months preceding the event giving rise to it.
10.2 Excluded damages. RHI will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, lost or corrupted data, business interruption, the cost of substitute services, or reputational harm, even if advised of the possibility.
10.3 Client indemnity. The Client will indemnify and hold harmless RHI and Ryan Hanau from any third-party claim, and the reasonable costs of defending it, arising out of: the Client's data or content; the Client's use of the Work Product or of any third-party tool, including after acceptance; the Client's breach of Section 3.3 or of a third-party provider's terms; or any decision made or action taken on the basis of an AI output.
10.4 RHI indemnity. RHI will defend the Client against a third-party claim that Work Product authored by RHI, as delivered and excluding third-party tools, Client materials, and modifications not made by RHI, infringes a United States copyright or misappropriates a trade secret, and will pay the damages finally awarded or agreed in settlement, subject to Section 10.1. If such a claim arises, RHI may modify or replace the affected Work Product or, if that is not practical, refund the fee paid for it.
10.5 Carve-out. Nothing in this Section limits liability that cannot be limited under applicable law, including liability for fraud, gross negligence, or wilful misconduct.
11. General
11.1 Governing law. These terms are governed by the laws of the State of California, without giving effect to conflict of laws principles.
11.2 Dispute resolution. Disputes arising out of or relating to an Engagement, a Maintenance Agreement, or these terms are subject to the dispute-resolution provisions of the RHI Website Terms of Use at experienceplus.ai/terms-and-conditions: binding arbitration administered by JAMS in California, conducted virtually, with class actions waived and claims brought within one year. Small claims court remains available for qualifying disputes. Nothing in this paragraph limits any right that cannot be waived under applicable law.
11.3 Relationship to the Website Terms. Use of ai.experienceplus.ai is also governed by the RHI Website Terms of Use and the Privacy Policy, which cover general use of the website and the handling of personal information. These Engagement Terms are a separate and specific agreement governing the Engagement and any Maintenance Agreement, and control over any conflicting provision of the Website Terms of Use, including that document's integration and "complete and exclusive agreement" language. The Website Terms of Use continue to apply to all matters these Engagement Terms do not address.
11.4 Independent contractor. RHI is an independent contractor. Nothing in these terms creates an employment, partnership, joint venture, or agency relationship. Neither party will solicit for employment a person who worked on the Engagement for the other party until twelve (12) months after the last Engagement or Maintenance Agreement between them ends.
11.5 Entire agreement and changes. These terms, the applicable Work Order, any change orders, and any Maintenance Agreement are the complete agreement between the parties about their subject matter and supersede prior discussions. RHI may update these terms prospectively; the version in effect on the date a Work Order or Maintenance Agreement is signed governs that document. Changes to a signed Work Order or Maintenance Agreement must be in writing.
11.6 Assignment. Neither party may assign these terms without the other's written consent, except that RHI may assign them to a successor to its business. Signatures and approvals exchanged electronically are binding.
11.7 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages or changes at a third-party provider, provided it tells the other promptly and does what it reasonably can to reduce the effect.
11.8 Severability. If any provision is held unenforceable, the remainder stays in effect.
11.9 Notices. Formal legal notice to RHI must be sent in writing to Ryan Hanau, Inc., 1831 Poipu Rd, Apt 720, Koloa, HI 96756-9429. All other questions and requests: legal@a.xpm.one.