On-Site Services Agreement

Updated 10/6/2025

This On-Site Services Agreement (“Agreement”) is entered into between Premsys Inc. (“Provider”) and the purchasing customer (“Client”). By subscribing to the Premsys On-Site Support and Maintenance Plan (“Plan”), Client agrees to the terms below:

1) Services Provided

During the active subscription term, Provider will furnish the following services to Client:

-Hardware Upgrade: Once per twelve-month period, subject to inventory and market availability, Client is entitled to exchange their existing Premsys-provided AI system hardware (as part of the initial System Package purchase) for the latest equivalent model at no additional cost. Title and ownership of new hardware transfers to Client upon delivery. The replaced hardware becomes the property of the Provider.

-Maintenance and Software Updates: Provider will perform on-site maintenance, configuration checks, and software updates as needed and/or as available. Updates may include performance improvements, bug fixes, and feature enhancements, provided such updates are compatible with Client's deployment environment.

-Priority Support: Client will recieve priority scheduling for support requests (done via emailing info@premsys.ai), including up to four (4) on-site service visits per twelve-month period. Additional visits are subject to a $500 service fee. Service visits are done by a 3rd party contractor.

2) Subscription, Payment, and Term

-The Plan is billed at $499 per month, payable in advance.

-Client may cancel the plan at any time, effective at the end of the current billing period.

-The Plan MAY NOT be reinstated or resubscribed at a later date after cancellation. Cancellations are final.

-Provider may terminate this Agreement or suspend services for non-payment or misuse.

-Any violation of the terms, conditions, or representations set forth in Section 5 (“Warranties and Disclaimers”) of the General Service Agreement also on this webpage will immediately void the customer’s On-Site Support and Maintenance Plan. In the event of such a violation, Premsys Inc. reserves the right to terminate all associated service, maintenance, or support obligations without notice or refund. Continued use of the system following such termination does not reinstate service rights or entitle the customer to reimbursement of any kind.

3) Hardware Ownership and Exchange

-Upon each annual upgrade, Client shall return the prior hardware in working condition. Provider becomes new owner of returned units.

-Hardware Uprades are subject to inventory and market availability. Provider may offer a comparable or refurbished model at its discretion.

-Client assumes all responsibility for securely deleting or backing up data before hardware exchange.

4) Exclusions

This Agreement is not an insurance policy and it does not cover:

-Damage or loss caused by misuse, accident, unauthorized modification, external factors (e.g., power surges, fire, water, tampering, theft, war, acts of terrorism, extraterrestrial alien invasion, etc.) or acts of God.

-Third-party software, network, or internet connectivity outside of the Provider's integration package scope and/or control.

-Any consequential, incidental, or indirect losses, including data loss or downtime.

5) Limitation 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 AMOUNTS PAID BY CLIENT IN THE PRECEDING TWELVE (12) MONTHS.

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

-ALL SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. PROVIDER IS NOT LIABLE FOR AI HALLUCINATIONS OR UNEXPECTED RESULTS. IT IS THE CLIENT'S RESPONSIBILITY TO USE AI LLM TOOLS IN COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS, AND ETHICAL STANDARDS.

6) Access and Cooperation

-Client shall provide reasonable access to its premises, network, and personnel as needed to perform on-site services. Delays or inability to access the site may postpone service delivery without penalty to Provider.

7) Data Security and Privacy

-Provider will handle all on-site maintenance in accordance with industry-standard security practices. Provider does not retain or transmit any client data off-site unless expressly authorized in writing. Any applicable data protection terms are governed by the Agreement(s) on this page.

8) Termination

-Either party may terminate this Agreement upon written notice. Upon termination, Client’s subscription will end at the conclusion of the current billing cycle, and no further on-site services or upgrades will be provided, and the terms from Line 2) of this Agreement shall apply.

9) Governing Law

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

10) Entire Agreement

This Agreement, together with the General Service Agreement, constitute the entire understanding between the parties and supersedes any prior proposals or communications regarding the services described herein.

General Service Agreement

Updated 10/6/2025

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

Provider will furnish and install a complete on-premise AI LLM System Package (“System”), including:

-One (1) Apple Mac Studio or equivalent workstation with at least 256GB of Unified Memory.

-Pre-installed and configured open-source large language model (LLM) stack;

-Local network integration and on-site setup;

-Initial testing and commissioning for operational readiness.

Any additional customiazation, integration with third-party systems, or follow-up training shall be billed seperaetly 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 Invoice or payment link that Client recieves. It is due in full prior to hardware delivery or installation.

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

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

3) Hardware and Software Ownership

-Hardware Ownership:

Title to the Workstation hardware transfers to Client upon full payment. Any included or optional OEM warranties are responsibility of Client.

-Software use:

The AI LLM software stack, integrated by Premsys Inc., consists of open-source components provided under their respective licenses. Provider does not own or sublicense this software. All software is installed “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, 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 open-source 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 provide AI 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 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. 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.

-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 ALL 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 or transmit any client data off-site. All data generated or stored within the System remains the sole property and responsibility of the Client.

8) Compliance and Legal Use

Client is solely responsible for ensuring that its use of the System, including any AI or LLM 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 LLM 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.

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) 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.

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