ChangeEngine AI Literacy Coach Service

The AI Literacy Coach service is advisory and educational only. Coaches provide training, guidance, frameworks, examples, and recommendations to help Client teams build practical fluency with AI tools, workflows, and prompting techniques.

Coaches do not:

• Implement, deploy, configure, or operate AI systems on Client’s behalf.
• Make business, operational, legal, financial, medical, hiring, or compliance decisions for Client.
• Take any action inside Client systems, accounts, or environments.
• Serve as a substitute for legal, accounting, regulatory, security, HR, or other professional advice.

Any decision to act on a Coach’s recommendation rests solely with Client and Client’s authorized personnel.

AI literacy outcomes vary based on Client context, team adoption, existing tooling, data quality, and many factors outside ChangeEngine’s control. ChangeEngine makes no representations, warranties, or guarantees regarding:

• Productivity gains, time savings, headcount efficiencies, or cost reductions.
• Quality, accuracy, or suitability of AI-generated outputs Client produces during or after the engagement.
• Specific business results, ROI, adoption rates, or behavioral change.
• Compatibility, security, or performance of any third-party AI tools referenced by a Coach.

The service is provided “as is” and “as available.” ChangeEngine disclaims all implied warranties to the maximum extent permitted by law, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Client is solely responsible for:

• Reviewing, validating, and approving any AI-generated content, code, or recommendations before use.
• Ensuring its use of AI tools complies with applicable law, regulation, contractual obligations, and its own internal policies.
• Protecting confidential, personal, regulated, or proprietary data when interacting with AI tools or with Coaches.
• Obtaining any required consents from employees, customers, or third parties before sharing data in any session.
• Maintaining its own security controls, access management, and incident response procedures.

4.1 Confidentiality

Coaches will treat non-public Client information shared during the engagement as confidential and will not disclose it outside ChangeEngine except as required by law or as expressly permitted by Client. Client should avoid sharing sensitive personal data, regulated data, or trade secrets in Coach sessions unless specifically agreed in the SOW.

4.2 Client work product

Subject to payment of fees, Client owns the work product it creates with the support of a Coach, including prompts, playbooks, internal training materials, and workflow documentation produced for Client’s internal use.

4.3 ChangeEngine materials

ChangeEngine retains all rights, title, and interest in its proprietary methodologies, frameworks, templates, training curricula, slide content, reference materials, and any pre-existing or independently developed materials, including improvements to the foregoing. Client receives a non-exclusive, non-transferable, internal-use license to ChangeEngine materials provided during the engagement.

4.4 Anonymized learnings

ChangeEngine may use anonymized, de-identified, and aggregated learnings from engagements to improve its services, provided that no Client-identifying information is disclosed.

ChangeEngine invests significantly in recruiting, training, and developing its Coaches. To protect that investment, Client agrees that during the term of any engagement and for a period of twelve (12) months following the conclusion of the most recent engagement, Client (including its parents, subsidiaries, affiliates, and successors) shall not, directly or indirectly, solicit, recruit, hire, engage, retain, or otherwise enter into an employment, contractor, consulting, advisory, or similar relationship with any Coach who provided services to Client, without ChangeEngine’s prior written consent.

If Client breaches this Section 5, Client shall pay ChangeEngine a direct-hire fee of USD $200,000 per Coach (the “Direct-Hire Fee”), due within thirty (30) days of the Coach’s start date with Client. The parties agree that this amount is a reasonable estimate of the recruiting, training, opportunity, and replacement costs ChangeEngine would incur, which would otherwise be difficult to quantify, and is not a penalty.

The Direct-Hire Fee applies regardless of who initiates the contact (Client, Coach, or a third party such as a recruiter), and regardless of the role title or compensation structure offered to the Coach. General job postings not specifically targeted at ChangeEngine Coaches are excluded.

This Section 5 survives termination or expiration of the engagement.

To the maximum extent permitted by applicable law, ChangeEngine’s total cumulative liability arising out of or related to the AI Literacy Coach service, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the fees actually paid by Client to ChangeEngine for the AI Literacy Coach service during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall ChangeEngine be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost revenue, lost data, business interruption, loss of goodwill, cost of substitute services, or claims by third parties, even if ChangeEngine has been advised of the possibility of such damages.

Without limiting the foregoing, ChangeEngine shall not be liable for any losses arising out of or related to: (a) Client’s decisions or actions taken in reliance on a Coach’s guidance; (b) outputs generated by any AI tool used by or referenced to Client; (c) third-party software, services, or content; or (d) Client’s failure to comply with applicable law or its own policies.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so portions of this Section may not apply to Client.

Client shall defend, indemnify, and hold harmless ChangeEngine and its officers, directors, employees, contractors, and Coaches from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s use of, or reliance on, any guidance or materials provided in connection with the AI Literacy Coach service; (b) Client’s use of any AI tool or AI-generated output; (c) Client’s violation of applicable law or third-party rights; or (d) Client’s breach of these terms or the MSA/SOW.

These terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, claim, or controversy arising out of or relating to these terms or the AI Literacy Coach service shall be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, seated in San Francisco, California, in the English language, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek interim or injunctive relief in court to protect its intellectual property, confidential information, or rights under Section 5 (Non-Solicitation).

The parties waive any right to participate in a class, collective, or representative action.

These terms, together with the MSA and any applicable SOW, constitute the entire agreement between the parties regarding the AI Literacy Coach service and supersede all prior or contemporaneous understandings on this subject. If any provision is held unenforceable, the remaining provisions remain in full effect. Failure to enforce any provision is not a waiver. Client may not assign these terms without ChangeEngine’s prior written consent; ChangeEngine may assign in connection with a merger, acquisition, or sale of substantially all assets.

Questions about these terms can be directed to ChangeEngine at legal@changeengine.com.