1.1. Agreement & Acceptance
This Managed AI Services Agreement (“Agreement”) is entered into between LG Networks, Inc., a Texas corporation (“Provider”), and the Client identified on the cover page (“Client”). By executing this Agreement, Client accepts all terms and conditions set forth herein. This Agreement supersedes all prior proposals, representations, and understandings between the parties relating to the subject matter hereof.
1.2. Service Delivery
1.2.1 LG Networks will provision and manage the Hatz AI platform on Client’s behalf. Provider acts as a managed service layer; the underlying platform infrastructure is operated by Hatz AI, Inc., subject to their platform terms.
1.2.2 Provider will use commercially reasonable efforts to maintain platform availability consistent with Hatz AI’s published service levels. Provider does not guarantee uninterrupted access and is not liable for downtime attributable to Hatz AI’s infrastructure, third-party integrations, or force majeure events.
1.2.3 Provider reserves the right to modify the scope of services upon thirty (30) days written notice where required by changes in the underlying platform, regulatory requirements, or material changes to Provider’s cost structure.
1.3. Client Responsibilities
1.3.1 Client agrees to designate an internal point of contact responsible for coordinating onboarding, user provisioning, and ongoing communications with LG Networks.
1.3.2 Client is responsible for ensuring that its users comply with the Acceptable Use Policy set forth in Section 3 of this Agreement.
1.3.3 Client acknowledges that AI-generated outputs are probabilistic in nature and may contain errors. Client is solely responsible for reviewing, validating, and acting upon any AI-generated content before use in business decisions, legal proceedings, medical advice, financial guidance, or any other consequential application.
1.4. Intellectual Property
1.4.1 Client retains ownership of all data, content, and materials submitted to the platform (“Client Data”). Provider claims no ownership interest in Client Data.
1.4.2 Custom AI applications built by LG Networks for Client under this Agreement are owned by Client upon full payment of all associated fees. Provider retains ownership of its proprietary methodologies, templates, and know-how used in development.
1.4.3 LG Networks retains all rights, title, and interest in its proprietary tools, processes, and pre-existing intellectual property. Nothing in this Agreement constitutes a transfer of Provider’s intellectual property to Client.
1.5. Representations & Warranties
1.5.1 Provider represents that it has the right to enter into this Agreement and deliver the services described herein.
1.5.2 Client represents that it has the authority to enter into this Agreement and that its use of the platform will comply with all applicable laws and regulations.
1.5.3 EXCEPT AS EXPRESSLY STATED HEREIN, ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
