On-Site Services Agreement

This General Service Agreement (“Agreement”) is made between Premsys Inc. (“Provider”) and the purchasing customer (“Client”) (together, the “Parties”). By accepting an invoice, making payment, or proceeding with installation, Client agrees to the terms of this Agreement. 

1) Scope of Work

At minimum, Provider will furnish and install a complete Premsys System Package (“System”), which is defined as:

-One (1) Apple Mac Studio or equivalent workstation deemed to be compatible with Premsys Software;

-Pre-installed and configured Premsys Software Package; 

-An External SSD to store AI Model(s);

-Local network integration and on-site setup;

-Initial testing, AI model training (if applicable), and commissioning for operational readiness. 

Any additional customization, hardware, integration with third-party systems, or follow-up training shall be subject to additional cost(s), and/or as part of the optional On-Site Support and Maintenance Plan. 

2) Fees and Payment 

-The total purchase price for the System Package is according to the Estimate or Invoice that Client recieves. Once an Estimate is accepted, it becomes an Invoice, with 50% of the amount due upfront and the remaining balance due within 30 days. 

-All deposits and payments are non-refundable and final once the System Package is delivered and/or installed. 

-Taxes and shipping (if applicable) are the responsibility of the Client. 

3) Hardware and Software Ownership

-Hardware Ownership:

Title to System Package hardware and any accessories, including but not limtied to storage systems and drives, bracketry and mounting, cables, etc., transfers to Client upon full payment. Any included or optional OEM warranties are responsibility of Client. 

-Software use: 

The software package, provided by Premsys Inc., may contain open-source components provided under their respective licenses. All software is provided “as-is,” and Client assumes all responsibility for its use in compliance with applicable laws and license terms.

-Configuration and Integration: 

Provider retains ownership of its proprietary installation methods, configurations, and integration processes. Use of the configured system is subject to the Agreement(s) on this page. 

4) Installation and Delivery

-Provider will schedule and perform installation on-site at the Client’s designated location (Can be Shipping Address specified on Invoice)

-Client shall provide access, power, and network connectivity as reasonably required.

-Delivery and installation timelines are estimates and subject to change due to supply, logistics, market, or environmental factors.

5) Warranties and Disclaimers

-Hardware Warranty: Apple or OEM hardware is covered exclusively by the respective manufacturer's warranty. 

-Software Disclaimer: All software is provided "as-is", without warranties of any kind, express or implied. 

-Provider Disclaimer: Premsys Inc. does not warrant that System Package will be error-free, uninteruptted, or suitable for any particular purpose. 

-Professional Use Disclaimer: Premsys Systems can provide AI non-device decision support and data analysis tools only. They are intended to assist licensed professionals in healthcare, financial, and other applicable professional fields by offering informational organization and insights. Premsys Systems do not diagnose, treat, cure, or prescribe for any medical condition, and they do not provide personalized investment, legal, or tax advice on their own. All clinical, financial, and professional decisions must be made by or under the supervision of appropriately licensed individuals, who retain full responsibility for the outcomes of their decisions, in accordance with all applicable local, state, and federal laws and regulations.  

-User Responsibility Disclaimer: Premsys Systems are creative and analytical tools that users control entirely. Premsys Inc. does not monitor or assume responsibility for how the system is used, or for any AI-generated content by users. Users are solely responsible for ensuring that their use of a system, and any outputs produced, comply with all applicable laws and ethical standards. Premsys Inc. shall not be liable for any loss, claim, or consequence arising from user-generated or user-directed content, including but not limited to unlawful, offensive, or inappropriate material.

6) Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

-PROVIDER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SYSTEM PACKAGE. 

-PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA, BUSINESS INTERRUPTION, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

-CLIENT ACKNOWLEDGES THAT SOFTWARE INCLUDED IN SYSTEM PACKAGE IS PROVIDED UNDER THIRD-PARTY OPEN-SOURCE LICENSES, AND PROVIDER SHALL HAVE NO LIABILITY FOR ANY ISSUES ARISING FROM THEIR USE.

7) Data and Security

Provider does not retain, store, or transmit Client data off-site. All data processed, generated, or stored within or by the System, including data accessed through EHR integration, remains on Client-controlled infrastructure and remains the sole property and responsibility of the Client. The System is designed to operate in a manner consistent with HIPAA requirements by ensuring that PHI (protected health information) is processed locally, is not used for externally hosted (or not on-premises) model training, and is not disclosed to third parties by the Provider. EHR access is limited to authorized workflows initiated by the Client, and Provider does not control any PHI at any time. Payment and/or fullfillment of any System Package or Service Plan for Clients in healthcare environment usage is subject to a signed BAA between Client and Premsys Inc., which is to be executed upon Invoice payment and before any on-site work is to be performed.

8) Compliance and Legal Use

Client is solely responsible for ensuring that its use of the System, including any AI functionality, complies with all applicable laws, regulations, and ethical standards. Provider assumes no responsibility for misuse or unlawful application of AI tools, or for hallucinations or unexpected results from AI use. 

9) Support and Maintenance

Ongoing support, maintenance, and hardware upgrade services are not included in the General Service Agreement. Such services are available separately through the On-Site Support and Maintenance Plan or other service arrangements.

10) Termination

Either Party may terminate this Agreement prior to installation upon written notice. If terminated after equipment has been shipped, delivered, or installation has begun, Client shall remain responsible for all costs incurred to date. All deposits and payments are non-refundable and final once the System Package is delivered and/or installed. 

11) Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.

12) Modifications to Agreements

Provider reserves the right to modify or update all Agreements on this page at any time in its sole discretion. Updated versions will be posted at premsys.ai/serviceagreements and will become effective upon posting unless otherwise stated. It is the Client’s responsibility to review these Service Agreements periodically. Continued use of any System Package or Service Plan after changes are posted constitutes acceptance of the revised terms.

13) Entire Agreement

This Agreement, together with the On-Site Services Agreement (if applicable) and any applicable invoice(s), constitutes the entire understanding between the Parties and supersedes any prior proposals, communications, or representations.

By making payment or accepting delivery, the Client acknowledges and agrees to the terms of this General Service Agreement.