1. SERVICES & SCOPE

1.1. Description of Services. Handos provides a range of technology services, including but not limited to:

• Custom Web & Software Development: Full-stack engineering, web design, and application development.

• Enterprise Platforms: Development of stakeholder engagement portals and enterprise-grade digital platforms.

• Workflow Automation: Integration for business systems (CRM, HR, ERP, etc.).

• AI Solutions: Design and implementation of custom AI-powered tools, consulting, and technical support.

• Consulting & Technical Support: Professional management consulting, strategic advisory, and technical support services.

1.2. Independent Contractor. Handos is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

2. FEES, PAYMENT, AND TAXES

2.1. Payment Agreement. By submitting the initial payment, Client agrees to pay the total fees specified in the Invoice.2.2. Payment Schedule (Installments). Unless otherwise specified in writing on the Invoice (e.g., special prices or promotional offers), Handos offers a standard 2-installment payment plan for approved services:

• Installment 1: 50% due upon receipt of Invoice (Commencement Date).

• Installment 2: 50% due upon project completion or delivery of final assets. Failure to make scheduled payments may result in immediate suspension of Services.

2.3. NO REFUNDS. Client acknowledges and agrees that ALL FEES PAID ARE NON-REFUNDABLE. Handos allocates resources and schedules personnel immediately upon receipt of payment. The Client’s obligation to pay the full Total Fees for the term of the agreement is absolute and unconditional.

2.4. Taxes. Handos Technologies LLC does not collect sales, use, or value-added taxes. Fees listed in the Invoice do not include taxes. The Client is solely responsible for calculating, reporting, and remitting any applicable sales tax, use tax, VAT, or other duties imposed by tax authorities in the Client’s jurisdiction related to the purchase of these Services.

2.5. Late Payments. Any undisputed payment not received by the due date may incur a late fee of 1.5% per month (or the maximum allowed by law) on the outstanding balance.

3. USER ACCOUNTS & RESPONSIBILITIES

3.1. Account Security. To access certain features of our Services (e.g., client portals), you may be required to create an account. You agree that any information you provide will be accurate and up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. 3.2. Cooperation. Client agrees to provide Handos with all necessary access, information, materials, and approvals required to perform the Services in a timely manner. 3.3. Legal Use. Client represents that any materials provided to Handos do not violate any third-party copyright, trademark, or privacy rights. Client agrees to use the Services and deliverables only for lawful purposes.

4. INTELLECTUAL PROPERTY (IP)

4.1. Pre-Existing IP. Handos retains all rights, title, and interest in its pre-existing code, AI models, methodologies, proprietary software, and tools ("Handos Background IP"). 4.2. Deliverables. Unless otherwise specified in a governing SOW, upon full and final payment for a project, Handos grants Client a perpetual, non-exclusive, worldwide license to use the custom software, code, and other deliverables created specifically for Client ("Developed Property"). Handos retains the right to reuse the underlying techniques, frameworks, and know-how for other projects. 4.3. Client Content. You retain all ownership rights to the content, data, and pre-existing intellectual property you provide to us for the purpose of a project. 4.4. Third-Party Tools. If the Services involve third-party AI models or APIs (e.g., OpenAI, Anthropic), Client acknowledges that ownership of generated content is subject to the terms of those third-party providers.

5. CONFIDENTIALITY

Both parties agree to treat all non-public information received from the other party as confidential ("Confidential Information"). This includes business plans, client information, financial data, and proprietary technology. This obligation will survive the termination of our engagement. Neither party will disclose Confidential Information to third parties without prior written consent, except as required by law.

6. WARRANTIES & DISCLAIMERS

6.1. Service Warranty. Handos warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards. 6.2. DISCLAIMER. EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." HANDOS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 6.3. AI & Results Disclaimer. Handos does not guarantee specific business results (e.g., increased revenue, specific traffic numbers). Furthermore, given the probabilistic nature of Artificial Intelligence, Handos does not guarantee that AI-generated outputs will be error-free or completely factually accurate.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HANDOS TECHNOLOGIES LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, REVENUES, DATA, OR GOODWILL). HANDOS’ TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO HANDOS IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Handos, its officers, and employees from any claims, damages, liabilities, and expenses (including legal fees) arising out of: (a) Client’s use of the Services or Deliverables; (b) Client’s breach of these Terms; or (c) any content or materials provided by Client to Handos.

9. TERMINATION

9.1. For Cause. Either party may terminate this Agreement if the other party materially breaches these Terms and fails to cure such breach within 14 days (or 30 days if specified in SOW) of written notice. 9.2. Effect of Termination. Upon termination, all outstanding fees for Services performed up to the date of termination shall become immediately due and payable. The "No Refunds" policy remains in effect.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles. 10.2. Venue. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Fairfax County, Virginia(or appropriate venue based on Handos' registration address).

11. GENERAL PROVISIONS

11.1. Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. 11.2. Entire Agreement. These Terms, along with the Invoice and any SOW, constitute the entire agreement between the parties and supersede all prior agreements. 11.3. Force Majeure. Handos shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, internet outages, or third-party API failures. 11.4. Changes to Terms. We reserve the right to modify these Terms at any time. We will notify you of any changes by posting the new Terms on our website and updating the "Last Updated" date.

CONTACT INFORMATION If you have questions regarding these Terms, please contact Handos Technologies LLC at:

• Website: handosai.com

• Support: https://www.handosai.com/support