Engagement Agreement
This Agreement (“Agreement”) governs the terms and conditions of engagement between AEJYS (“the Firm”) and the individual or entity requesting or participating in a strategic alliance intelligence engagement (“the Client”).
By submitting an engagement request, completing structured intake, or accessing any deliverable produced by the Firm, the Client acknowledges that they have read, understood, and agreed to be bound by the terms set forth in this Agreement.
1 — Scope of Engagement
1.1 AEJYS provides structured pre-commitment risk intelligence modeling for proposed alliances involving material financial, governance, fiduciary, or strategic interdependence (“High-Exposure Alliances”). The scope of each engagement is defined during the engagement scoping phase and is limited to the modeling, analysis, and delivery functions described in this Agreement.
1.2 The engagement produces a structured assessment (“Dossier”) consisting of a categorical alignment band, structured institutional analysis, and, where applicable, an Expectation Variance Index. The Dossier constitutes the sole deliverable of the engagement.
1.3 The Firm reserves the right to define, limit, or adjust the scope of any engagement at its discretion, including the right to decline an engagement request at any stage prior to delivery.
2 — Nature of Services
2.1 The services provided by AEJYS consist of probabilistic structural modeling — the systematic evaluation of structural characteristics of a proposed alliance against a defined set of dimensions within a deterministic scoring environment. The modeling framework evaluates structural congruence, incentive architecture, volatility regulation capacity, transparency integrity, and historical stability patterning.
2.2 The modeling output reflects the structural characteristics of the proposed alliance as assessed at the point of evaluation, based on the inputs provided. It does not constitute a prediction of future outcomes, a diagnosis of individual characteristics, or a definitive determination of alliance viability.
2.3 The Firm employs a proprietary modeling framework (“Alignment Architecture”) that operates within a version-controlled, deterministic environment. Identical inputs, evaluated under identical model versions, produce identical outputs. The scoring environment contains no stochastic element, no adaptive learning component, and no probabilistic inference layer in the numeric computation path.
3 — Non-Advisory Status
3.1 AEJYS does not provide advice of any kind. The Dossier is a modeled structural assessment — not a recommendation, endorsement, caution, or directive. The Firm does not recommend for or against any proposed alliance.
3.2 AEJYS is not acting as, and shall not be construed as acting as, a legal advisor, financial advisor, investment advisor, fiduciary, therapist, counselor, psychologist, investigator, mediator, or agent of either party to the proposed alliance.
3.3 No fiduciary, agency, partnership, joint venture, or employment relationship is created between the Firm and the Client by virtue of this Agreement or any engagement conducted hereunder.
3.4 The Firm’s non-advisory posture is structural and unconditional. It applies regardless of the content of the Dossier, the categorical band assigned, or any communication between the Firm and the Client during the engagement.
4 — No Reliance
4.1 The Client acknowledges that the Dossier is intended as one informational input among many that the Client may wish to consider. The Client retains sole and exclusive responsibility for all decisions related to the proposed alliance, including the decision to proceed, decline, or modify the terms of the proposed arrangement.
4.2 The Client shall not rely upon the Dossier as a substitute for independent legal, financial, fiduciary, or strategic counsel. The Client is advised to engage qualified independent advisors for those functions.
4.3 The Firm disclaims any responsibility for decisions made by the Client or any third party on the basis of, or in reliance upon, the Dossier or any component thereof.
5 — No Guarantee
5.1 AEJYS does not guarantee, warrant, or represent that any proposed alliance will succeed, fail, or perform in any particular manner. The categorical alignment band reflects a modeled structural position — not an assurance, endorsement, or predictive claim.
5.2 The modeling framework operates within inherent constraints. Input quality affects output quality. Self-reported data reflects the respondent’s declared position at the time of submission, not an objective measurement of structural reality. The Firm acknowledges these limitations by design and makes no representation that the Dossier overcomes them.
5.3 The Firm expressly disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or non-infringement.
6 — Dual-Input Protocol
6.1 The Firm supports two engagement configurations: dual-input (in which both parties to a proposed alliance submit structured inputs independently) and unilateral (in which a single party submits structured inputs without the participation of the other party).
6.2 Participation by the second party in a dual-input engagement is voluntary. It is initiated through a secure, token-based invitation system and requires explicit, informed consent before any data is submitted. No party may be compelled to participate.
6.3 Refusal to participate by a prospective second party does not generate adverse inference in the modeling output, does not imply structural deficiency, and is not recorded as a negative indicator in any system maintained by the Firm.
6.4 In dual-input engagements, individual responses are not shared between participants. The delivered Dossier reflects the modeled composite without disclosing individual response data. Mutual consent is required before the completed assessment is released to either party.
6.5 Unilateral engagements are conducted under a defined protocol. Unilateral assessments carry appropriate contextual constraints that are noted in the delivered Dossier.
7 — Confidentiality
7.1 The Firm shall maintain the confidentiality of all information submitted by the Client in connection with the engagement, including engagement request data, structured intake responses, and any communication related to the engagement scope.
7.2 The Client shall maintain the confidentiality of the Dossier and shall not disclose, distribute, publish, or otherwise make available the contents of the Dossier to any third party without the prior written consent of the Firm, except as required by applicable law or a valid order of a court of competent jurisdiction.
7.3 Confidentiality obligations under this section survive the termination or expiration of the engagement for a period defined in the engagement terms, and in no event less than three (3) years from the date of delivery.
7.4 Engagement records are not publicly searchable or externally accessible. Client identity is not disclosed to any party outside the defined engagement scope.
8 — Data Governance
8.1 All data submitted to or generated by the Firm in connection with the engagement is governed by the Firm’s Data Governance Framework, as described in the Privacy & Data Governance disclosure maintained by the Firm.
8.2 Data is encrypted in transit and at rest. The scoring environment operates within an isolated schema that is not exposed through external interfaces. Role-based access controls are enforced at the database level with row-level security policies.
8.3 Engagement data is retained only for the duration necessary to fulfill the engagement scope and any applicable governance obligations. Retention windows are defined in the engagement terms. Upon expiration, engagement data is subject to scheduled disposition in accordance with the Data Governance Framework.
8.4 The Firm does not sell, license, lease, or otherwise monetize Client data under any circumstance. Client data is not used for advertising, profiling, commercial benchmarking, or secondary purposes of any kind.
9 — Intellectual Property
9.1 The Alignment Architecture framework, including but not limited to its structural pillars, pillar definitions, weighting methodology, interaction rules, scoring algorithms, categorical thresholds, override protocols, and the deterministic scoring engine (collectively, the “Methodology”), is the exclusive proprietary intellectual property of AEJYS.
9.2 No rights in the Methodology are granted, assigned, licensed, or transferred to the Client by virtue of this Agreement or any engagement conducted hereunder. The Client acknowledges that the Methodology constitutes a trade secret of the Firm and agrees not to reverse-engineer, deconstruct, replicate, or attempt to derive the internal logic, weighting, thresholds, or scoring mechanics of the Methodology.
9.3 The Firm does not disclose internal model architecture, numeric scoring thresholds, pillar weights, interaction rule specifications, or override constraint parameters to Clients or third parties.
10 — Limited License
10.1 Upon delivery of the Dossier and receipt of applicable fees, the Firm grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and review the Dossier solely for the Client’s own internal decision-making purposes in connection with the proposed alliance that is the subject of the engagement.
10.2 This license does not include the right to reproduce, distribute, publish, display, transmit, or create derivative works from the Dossier, in whole or in part, without the prior written consent of the Firm.
10.3 The license granted under this section terminates automatically upon the expiration of the document access window defined in the delivery terms, or upon termination of the engagement, whichever occurs first.
11 — Use Restrictions
11.1 The Dossier is delivered for the Client’s internal informational use only. The Client shall not use, or permit any third party to use, the Dossier for any purpose other than the Client’s own decision-making in connection with the proposed alliance.
11.2 Without limiting the generality of the foregoing, the Client shall not use, reference, or rely upon the Dossier in connection with:
11.3 Any use of the Dossier in violation of this section constitutes a material breach of this Agreement and may result in immediate termination of the engagement, revocation of access, and pursuit of all available remedies.
12 — No Screening Use
12.1 The Dossier is not a consumer report as defined under applicable consumer reporting legislation. The Firm is not a consumer reporting agency. The Dossier is not designed, intended, or authorized for use in determining eligibility for credit, insurance, employment, housing, or any other purpose regulated under applicable consumer protection or equal opportunity laws.
12.2 The Client acknowledges and agrees that the Dossier shall not be used as a screening instrument, gatekeeping mechanism, or eligibility determination tool in any context. The Client assumes full responsibility for ensuring that its use of the Dossier complies with all applicable laws and regulations.
13 — Limitation of Liability
13.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FIRM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ENGAGEMENT CONDUCTED HEREUNDER SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE FIRM FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM.
13.2 IN NO EVENT SHALL THE FIRM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE FIRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 The limitations set forth in this section apply to all theories of liability, including contract, tort, negligence, strict liability, and any other basis, and shall survive the termination or expiration of this Agreement.
14 — Indemnification
14.1 The Client agrees to indemnify, defend, and hold harmless the Firm, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
14.2 The indemnification obligations under this section shall survive the termination or expiration of this Agreement.
15 — Dispute Resolution
15.1 Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved through binding arbitration administered in accordance with the rules of a nationally recognized arbitration institution, as designated by the Firm in the engagement terms.
15.2 Arbitration shall be conducted by a single arbitrator with relevant subject matter expertise. The arbitration proceedings and all related documents shall be confidential and shall not be disclosed to any third party except as required by applicable law.
15.3 The arbitrator’s award shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall not have authority to award punitive, exemplary, or consequential damages except to the extent expressly authorized by applicable statute.
15.4 THE CLIENT AGREES THAT ANY DISPUTE SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. THE CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN, OR TO BE A MEMBER OF, ANY CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT.
16 — Governing Law
16.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the engagement terms, without regard to its conflict of laws principles.
16.2 To the extent any matter is not subject to arbitration under Section 15, the parties consent to the exclusive jurisdiction and venue of the courts located in the jurisdiction specified in the engagement terms.
17 — Beta Status
17.1 The Firm may, at its discretion, designate certain engagements, features, or components of the platform as operating under beta, pilot, or early-access status. Such designation will be communicated to the Client in writing prior to the commencement of structured intake.
17.2 Engagements conducted under beta status are subject to all terms of this Agreement. The Client acknowledges that beta-designated components may be subject to additional limitations, may undergo modification without notice, and may be discontinued at the Firm’s discretion.
17.3 The disclaimers, limitations of liability, and indemnification obligations set forth in this Agreement apply with full force to engagements conducted under beta status.
18 — Termination
18.1 Either party may terminate the engagement upon written notice to the other party at any time prior to the delivery of the Dossier. Termination by the Client after the commencement of structured intake does not obligate the Firm to refund fees for work already performed.
18.2 The Firm may terminate the engagement immediately, with or without notice, if:
18.3 Upon termination, the Firm shall handle Client data in accordance with the Data Governance Framework and the applicable retention schedule. Provisions of this Agreement that by their nature should survive termination — including confidentiality, limitation of liability, indemnification, and dispute resolution — shall survive.
19 — Entire Agreement
19.1 This Agreement, together with any engagement-specific terms communicated in writing by the Firm, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, and agreements.
19.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable, consistent with the original intent of the parties.
19.3 No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by the party against whom enforcement is sought. A waiver of any term or condition on one occasion shall not be deemed a waiver of such term or condition on any subsequent occasion.
19.4 The Firm may amend this Agreement from time to time. Material amendments will be communicated to affected parties in writing. Continued participation in an engagement following notification of an amendment constitutes acceptance of the amended terms.
20 — Acknowledgment
20.1 By submitting an engagement request, completing structured intake, or accessing any deliverable produced by the Firm, the Client acknowledges and agrees that:
20.2 Electronic acceptance of this Agreement — including acceptance through digital acknowledgment mechanisms, authenticated session consent, or completion of the engagement request submission — shall be deemed legally equivalent to a handwritten signature for all purposes under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Uniform Electronic Transactions Act (UETA), and analogous legislation in applicable jurisdictions.
20.3 The Client agrees that electronic records of acceptance, including timestamps, session identifiers, and authentication events, constitute sufficient evidence of the Client’s assent to this Agreement.