Hatz AI Terms and Conditions of Managed Services

1.             Applicability.

(a)           These Terms and Conditions of Managed Services (these “Terms”) are a binding agreement between you (“Client” or “you”) and ImageQuest, LLC (“ImageQuest”). This Agreement governs the managed services (“Services”) by ImageQuest to you for Hatz AI, an AI-as-a-service management platform (“Platform”) operated by Hatz AI, Inc. (“Hatz AI”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

(b)           BY USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

(c)           The accompanying Service Order (defined below) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Client’s general terms and conditions.

2.             Services.

(a)           Generally. ImageQuest shall provide the Services and a subscription to the Platform (“Subscription”) as described in one or more quotes, proposals, or sales order (each, a “Service Order”) issued by ImageQuest and executed by an authorized representative of Client. Each Service Order shall contain: (i) a description of the Subscription (including subscription level for the Platform) and/or the Services, and (ii) the amount, schedule and method of compensation to be paid by Client to ImageQuest. Each Service Order issued pursuant to this Agreement shall be deemed incorporated into and governed by the terms of this Agreement, and ImageQuest’s provision of Services shall be governed by this Agreement as supplemented by the terms of the applicable Service Order and any applicable managed service provider terms of use provided by Hatz AI (which may be subject to change from time to time).

(b)           Changes to Services. Certain elements of the Subscription or Services may incur charges on a per-item or per-user basis. Client understands and agrees that any Client request for a change in the Subscription or Services that creates an increase or decrease in the Subscription or Services on a per-item or per-user basis may result in a corresponding increase or decrease in monthly charges. Such increases or decreases shall not require a signed changed order or new Service Order, and will be invoiced to Client on a monthly basis.

3.             Client Obligations Related to Services.

(a)           Primary Contact. Client shall designate an individual with the appropriate authority to serve as Client’s primary contact for managing Client’s receipt of the Services, including without limitation requesting changes or modifications to the Services.

(b)           Provision of Information. Client will provide to ImageQuest Client information and information relating to Client’s end users authorized to use the Platform (each, an “End User”) (including Confidential Information as defined in Section 6) that is reasonably required for ImageQuest to successfully set up Client’s Subscription and related licenses for the Platform and to render the Services pursuant to this Agreement and shall ensure that such information is accurate in all material respects.

(c)           Manner of Use. Client shall be responsible for determining the manner in which it utilizes the Platform and the results that it obtains from the Platform. Additionally, Client will not, and will ensure that each End User will not: (a) copy or duplicate the Platform; (b) decompile, disassemble, reverse engineer, or attempt to obtain or perceive the source code from which any component of the software is compiled or interpreted; (c) modify the Platform, any documentation, or any ImageQuest or Hatz AI trademarks or create any derivative product from any of the foregoing; (d) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey its Subscription or any license to the Platform, or pledge as security or otherwise encumber Client’s rights under its Subscription or any license to the Platform, except as expressly permitted in this Agreement; or (e) upload content that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (B) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (C) contains any viruses, worms or other malicious computer programming codes that may damage the Platform; (D) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; (E) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Hatz AI’s prior written consent; or (F) violates any applicable terms of any third-party services integrated into the Platform. Client acknowledges that ImageQuest and Hatz AI each maintain the right to suspend Client’s or any of its End Users’ access to the Platform for any failure, or suspected failure, to comply with the foregoing conditions.

4.             Term and Termination. 

(a)           Term. This Agreement is valid and binding upon acceptance of the Services by Client (the “Effective Date”) and shall remain in full force and effect until the end of the subsequent month, except in the event that the Effective Date is the first day of the month, in which case the Agreement will be in force and effect until the end of the current month (“Initial Term”). The Agreement will automatically renew thereafter on the first day of the month for successive one (1) month periods (each a “Renewal Term” and together with the Initial Term, the “Term”). Either Party may elect not to renew this Agreement without penalty by sending written notification of non-renewal to the non-terminating Party at least thirty (30) days before the end of the Initial Term or current Renewal Term. Termination shall not relieve Client of any fees or charges due for any Subscription through the applicable term of such Subscription.

(a)           Termination for Cause. ImageQuest may suspend the Services or Client’s Subscription without notice or terminate this Agreement, effective on written notice to Client, if Client fails to pay any undisputed amount when due hereunder, and such failure continues more than five (5) days after ImageQuest’s delivery of written notice thereof. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party (i) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; (ii) becomes insolvent; (iii) admits its inability to pay its debts generally as they become due; (iv) becomes subject to any bankruptcy proceeding which is not dismissed or vacated within forty-five (45) days after filing; (v) is dissolved or liquidated; (vi) makes a general assignment for the benefit of creditors; or (vii) has a receiver, trustee, custodian, or similar agent appointed by court order to take charge of or sell any material portion of its property or business.

5.             Third Party Software as a Service. Client acknowledges that Customer’s use of the Platform is subject to Client’s acceptance of and compliance with any end user terms that may be issued and/or updated by Hatz AI from time to time, including pricing, which may be increased upon notice to Client. Client understands and accepts that such price increases are outside ImageQuest’s control. Client shall grant to and maintain administrator privileges for ImageQuest throughout the Term of this Agreement to allow ImageQuest to perform the Services. If, at any time during the Term, such administrator privileges are removed or denied, ImageQuest reserves the right to immediately suspend the Services upon notice to the Client. In addition to the foregoing, Client shall:   (a) comply with the terms of this Agreement and any additional terms and conditions applicable to the Platform specified by Hatz AI and/or communicated by ImageQuest to Client; (b) be solely responsible for (i) any data transmitted or broadcasted via the Platform (whether authorized by Client or not); (ii) the security and accuracy of any data/information retrieved, stored or transmitted; and (iii) managing credits; and (c) use the Platform according to the specifications, guidelines and recommendations and ensure that Client equipment and software are compatible and properly function with the Platform.

6.             Fees and Expenses; Payment.

(a)           Fees. Client is responsible for and shall pay all nonrecurring and recurring fees (collectively, “Fees”), as set forth in the applicable Service Order or otherwise incurred in connection with the Subscription and/or Services provided by ImageQuest and invoiced to Client. Any requests for professional services which are deemed beyond the scope of the Services as outlined in any Service Order shall be billed on a time and materials basis at the then-current applicable rate and shall be subject to the terms of this Agreement.

(b)           Payment Terms. ImageQuest will invoice Client the monthly Fees in advance for the Subscription and Services to be rendered during the following month. Unless otherwise stated on the face of the invoice, payment is due upon Client’s receipt of the invoice. Services are provided in one (1) month increments and shall not be prorated upon early termination, suspension, or disconnection. Client shall make all payments hereunder in US dollars. If Client fails to timely pay an invoice, ImageQuest may (i) charge interest on unpaid amounts at a rate of 1.5% per month or the maximum amount permitted by law, whichever is lower, from the date such payment was due until the date paid; and (ii) suspend without notice or terminate the Subscription and/or all Services until payment has been made in full. Payment for all recurring Fees shall be made via ACH, check, or credit card. Payment for all non-recurring Fees shall be made via check or credit card. Credit card payments will incur a 3% service fee. A service charge not to exceed the highest amount allowed by law will be added to all returned checks and all items submitted for direct payment for which there are insufficient funds. Client shall pay all costs associated with the collection of past due amounts, including attorneys’ fees and court costs.

(c)           Fee Increases. ImageQuest may increase the Fees with respect to any Service for any Renewal Term by providing written notice to Client at least thirty (30) calendar days prior to the commencement of such Renewal Term. If Client continues to receive Services subject to the price increase after the end of the notice period, Client will be considered to have accepted the changes. Notwithstanding the foregoing, Subscription price increases shall be handled in accordance with Section 4.

(d)           Taxes; Reimbursable Expenses. Client is responsible for payment of any sales, use, gross receipts, excise, access, or other local, state and federal taxes, charges, surcharges, or reimbursement of said taxes, charges, or surcharges (however designated) imposed on, or based upon, the provision, sale, or use of the Subscription and Services. All taxes and fees shall be listed separately and are not included in the rates quoted herein. If ImageQuest personnel are required to travel outside ImageQuest’s normal geographic areas to perform Services under an applicable Service Order, Client shall reimburse ImageQuest for all out-of-pocket expenses incurred by ImageQuest in connection with performing the Services.

7.             Confidentiality.

(a)           Confidential Information. “Confidential Information” means (i) business or technical information of either Party, including but not limited to information relating to either Party’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how; (ii) any information designated by either Party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential; and (iii) the terms and conditions of this Agreement.

(b)           Confidentiality Obligations. During the Term of this Agreement, either party may disclose or otherwise make available to the other party certain Confidential Information. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

(c)           Exclusions. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain other than as a result of, directly or indirectly, any violation of the receiving Party or any of its representatives; (ii) known to the receiving Party at the time of disclosure, as established by documentary evidence; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the receiving Party by a legal, fiduciary or contractual obligation to the disclosing Party; or (iv) independently developed by the receiving Party without reference to or use of, in whole or in part, any of the disclosing Party’s Confidential Information.

8.             LIMITATION OF LIABILITY.

(a)           Disclaimer of Warranties. EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT AND/OR IN ANY CORRESPONDING SERVICE ORDERS, IMAGEQUEST MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY, OR AVAILABILITY OF ANY SERVICES OR THE PLATFORM. IMAGEQUEST SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, IMAGEQUEST MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, THE PLATFORM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. THE PLATFORM AND RELATED SERVICES, AS PROVIDED BY IMAGEQUEST, ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING THE PLATFORM IS STRICTLY BETWEEN CLIENT AND HATZ AI.

(b)           Limitation of Liability. IN NO EVENT WILL IMAGEQUEST OR ANY OF ITS LICENSORS, OR SERVICE PROVIDERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES OR PLATFORM; (iii) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (iv) COST OF REPLACEMENT GOODS OR SERVICES; (v) LOSS OF GOODWILL OR REPUTATION; OR (vi) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL IMAGEQUEST’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO IMAGEQUEST PURSUANT TO THE APPLICABLE SERVICE ORDER IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.             Indemnification. Client shall indemnify, defend, and hold ImageQuest and its members, subsidiaries, affiliates, partners, investors, directors, officers, agents, employees and representatives (hereafter “Indemnities”) harmless from any and all losses, costs, expenses, and damages regarding any and all manner of claims, demands, actions, suits, proceedings, judgments, costs, and expenses (including reasonable attorneys’ fees) that may be initiated against Indemnities arising out of any action or inaction of Client, its employees, agents, contractors, assigns, representatives or end users relating to or arising in connection with : (a) any breach of a representation, warranty or obligation of Client under this Agreement, or any related Service Order; (b) use of the Services or Platform; (c) violations of any local, state or federal regulations, laws or judicial orders; (d) violation of the proprietary and/or privacy rights of any third party whatsoever; (e) violation of any term of any license, end user terms and conditions, or third party right associated with the Platform; (f) Client’s use of licensed or sub-licensed intellectual property; or (g) a Security Incident originating within Client’s digital environment (“Security Incident”).  For purposes of this Agreement, “Security Incident” shall include the accidental or unlawful destruction, loss, exfiltration, alteration, or unauthorized disclosure of Client data or information systems.

10.          Governing Law; Dispute Resolution.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee without regard to any choice or conflict of law provisions or rules.  Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each Party irrevocably submits to the exclusive jurisdiction of such court in any such suit, action or proceeding. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

11.          Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or invalid in whole or in part for any reason, the remaining provisions of this Agreement shall remain in full force and effect. The invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement and shall continue in full force and effect.

12.          Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of receipt); or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to ImageQuest at the address below and to Client at the address below Client’s signature block (or at such other address for a Party as shall be specified in a notice given in accordance with this Section).

If to ImageQuest: 4031 Aspen Grove Dr., Suite 470, Franklin, TN 37067, Attn: Legal or notices@ImageQuest.com

13.          Force Majeure. With the exception of any payment due hereunder by Client, no Party shall be liable by reason of any failure or delay in the performance of its obligations due to any cause beyond its reasonable control, including acts of God, strikes and lockouts, or other industrial disturbances, vendor, or subcontractor delays, wars, riots, terrorist activity, insurrections, epidemics or pandemics, severe weather, interruptions by government or court orders, present or future orders of regulatory bodies having proper jurisdiction, civil disturbances, explosions, breakage or accident to equipment, power interruptions, fiber cuts, outages or failures to any carriers providing service to ImageQuest or Client, failure of Client’s proprietary software, outages, or failures and any other cause that is outside of the control of the Party (“Force Majeure Event”) claiming that a Force Majeure Event has prohibited it from performing its obligations hereunder.

14.          No Assignment. Client shall not assign its rights or delegate its duties under this Agreement in whole or in part without the prior written consent of ImageQuest, which shall not be unreasonably withheld. Any attempted assignment or delegation without ImageQuest’s consent will be void. This Agreement and all rights and obligations hereunder shall be fully assignable by ImageQuest. This Agreement will bind and inure to the benefit of each Party’s successors and permitted assigns.

15.          Entire Agreement. This Agreement, together with any related Service Orders, exhibits, and attachments, constitutes the entire agreement between the Parties on the subject matter contained herein, and supersedes all other prior and contemporaneous agreements, understandings, representations and warranties between the Parties regarding such subject matter, whether oral or in writing.