AI Wizards Service Agreement

1. Definitions

For the purposes of this Agreement:

• "Provider" means Humanity LLC, doing business as AI Wizards, and its owners, officers, directors, members, managers, partners, employees, agents, contractors, subcontractors, affiliates, successors, and assigns.
• "Client" or "You" means the individual or entity signing this Agreement and receiving Services. When an entity, this includes its owners, officers, directors, members, managers, partners, employees, agents, contractors, subcontractors, affiliates, successors, and assigns.
• "Services" or "AI Wizards Service" means all consulting, setup, configuration, training, support, and related services provided by Provider, whether delivered in person, remotely, or through written or electronic communications.
• "AI System" means any artificial intelligence software, models, assistants, bots, agents, automations, or related technology configured, deployed, recommended, or referenced during the provision of Services, including but not limited to large language models or other machine learning systems, chatbots, virtual assistants, APIs, plugins, connectors, third-party integrations, monitoring tools, fine-tuning tools, and automated workflows, and any updates, modifications, derivatives, or successor versions, regardless of the hosting party, and whether used to generate, process, analyze, classify, summarize, transform, route, or act on text, audio, images, video, code, metadata, or other data.
• "Outputs" means any and all content, text, code, apps, AI engine (AI model), images, recommendations, suggestions, analyses, summaries, actions, communications, or other results generated by or through the AI System.
• "Third-Party Services" means any products, platforms, software, APIs, hosting providers, model providers (including but not limited to Anthropic, OpenAI, Google, Meta, Mistral), cloud infrastructure providers, messaging platforms, email services, payment processors, domain registrars, and any other external services used in connection with the AI System.

2. Nature and Scope of Services

Provider offers the AI Wizards Service, an AI setup consulting and configuration service, which may include:

• An initial strategy call to assess Client's workflows, needs, and goals
• Deployment and configuration of a private AI assistant on Client's server or cloud infrastructure
• Connection and integration with Client's preferred messaging, email, calendar, and productivity tools
• Follow-up check-in calls to optimize, troubleshoot, and expand capabilities
• Ongoing messaging-based support during the agreed onboarding period
• General guidance on security best practices and system maintenance

All setup and guidance is based on publicly available, open-source or commercially licensed tools and current security best practices. Provider does not guarantee any particular outcome, result, performance level, uptime, or return on investment from the Services or AI System.

Services are provided on an "AS IS" and "AS AVAILABLE" basis. Provider makes no representations or warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, or completeness.

3. Ownership, Control, and Responsibility

The AI System configured through the Services runs on Client's server or cloud account, uses Client's credentials and API keys, and operates on Client's behalf. Client is the sole owner and operator of the AI System and all associated accounts, infrastructure, and data.

Client acknowledges and agrees that Client is solely and exclusively responsible and liable for:

• The ongoing operation, monitoring, maintenance, updating, and security of Client's server, AI System, and all connected services
• All data stored on, processed by, transmitted through, or accessible to Client's systems, including personal data, proprietary information, and data belonging to third parties
• All actions taken by, outputs generated by, and communications sent by Client's AI assistant, whether initiated manually or autonomously
• Maintaining the confidentiality and security of all accounts, passwords, API keys, tokens, encryption keys, and access credentials
• All decisions made using, relying upon, or informed by AI-generated content, recommendations, analyses, or outputs
• Compliance with all applicable laws, regulations, industry standards, and contractual obligations related to Client's use of the AI System and rendered content, including but not limited to data protection, privacy, intellectual property, consumer protection, and anti-spam laws
• Obtaining all necessary consents, permissions, and authorizations from third parties whose data may be processed by or accessible to the AI System
• Reviewing, verifying, and validating all AI Outputs before relying upon or acting on them
• Implementing appropriate backup, disaster recovery, and business continuity measures
• Any costs incurred from Third-Party Services, including but not limited to hosting fees, API usage charges, subscription costs, and overage charges
• Ensuring that all data stored on, processed by, transmitted through, or accessible to Client's systems, as well as all Outputs from AI Systems, do not violate any intellectual property laws when copied, stored, or used

4. AI-Specific Risks and Disclaimers

Client acknowledges and understands that:

• AI systems can and do produce inaccurate, incomplete, misleading, biased, or fabricated information (commonly known as "hallucinations"). Provider is not responsible for the accuracy, truthfulness, or reliability of any AI Outputs.
• AI systems may take autonomous actions such as sending messages, making API calls, executing code, modifying files, or interacting with external services. Client is solely responsible for all such actions and their consequences.
• AI technology is rapidly evolving and may behave unpredictably, produce unexpected results, or cease functioning due to changes in underlying models, APIs, or services outside Provider's control.
• AI systems may inadvertently expose, leak, or mishandle sensitive information including personal data, credentials, proprietary information, or confidential communications. Client is responsible for implementing appropriate safeguards and access controls.
• AI Outputs are not professional advice. Nothing generated by the AI System constitutes legal, financial, medical, tax, accounting, investment, therapeutic, or other professional advice. Client should consult qualified professionals for all matters requiring professional judgment.
• AI systems may be subject to prompt injection, jailbreaking, or other adversarial attacks that cause them to behave in unintended ways. Provider is not responsible for any damages resulting from such attacks.
• Client is responsible for establishing appropriate human oversight of the AI System and should not rely on AI Outputs without independent verification.
• AI systems may output content that violates the intellectual property rights of others and therefore it is the responsibility of Client using such output to perform any intellectual property searches to be sure that use of such content is safe from potential intellectual property liability. Client acknowledges that Provider has no obligation or duty to recommend, suggest, or use AI systems that avoid intellectual property law infringement and that Provider is not responsible for outputted content and makes no representations or warrantees regarding the same.

5. Third-Party Services

Client's AI System relies on Third-Party Services whose availability, performance, pricing, terms, and functionality are outside Provider's control. Client agrees that:

• Provider is not responsible for any outages, failures, data loss, security incidents, changes in terms, price increases, or discontinuation of any Third-Party Services
• Client is solely responsible for reading, understanding, and complying with the terms of service, acceptable use policies, and privacy policies of all Third-Party Services
• Provider does not endorse, warrant, or guarantee any Third-Party Services and is not liable for any damages arising from Client's use of such services
• Changes to Third-Party Services may render the AI System partially or fully non-functional, and Provider is not obligated to repair or reconfigure the system in such cases beyond the agreed service period
• Provider is not working as an agent, representative, partner, officer, director, member, manager, contractor, subcontractor, affiliate, successor, or assign of Third-Party.

6. Confidentiality and Data Handling

During the provision of Services, Provider may have temporary access to Client's systems, accounts, or data for configuration purposes only. Provider agrees to handle such access responsibly and not to intentionally disclose Client's confidential information to third parties.

However, Client acknowledges that:

• Provider cannot guarantee the absolute security of any data or systems
• Client is responsible for revoking any temporary access granted to Provider after the service engagement concludes
• Client should not share credentials or sensitive data beyond what is strictly necessary for the Services
• Provider may use anonymized, aggregated information about service engagements for internal improvement purposes

7. Comprehensive Hold Harmless and Indemnification

To the fullest extent permitted by applicable law, Client agrees to defend, hold harmless, and indemnify Provider from and against any and all claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, or investigative), judgments, orders, decrees, damages, losses, costs, expenses, liabilities, penalties, fines, and obligations of any kind whatsoever (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, mediation and arbitration costs, and costs of investigation and defense), whether known or unknown, asserted or unasserted, fixed or contingent, that arise out of, result from, or are in any way connected with:

• Client's use, misuse, operation, modification, or failure to properly maintain the AI System, whether during or after the service engagement
• Any and all Outputs generated by the AI System, including but not limited to inaccurate, defamatory, misleading, harmful, offensive, illegal, infringing, or tortious content
• Any autonomous actions taken by the AI System, including but not limited to sending communications, executing transactions, modifying data, accessing external services, creating models, or interacting with third parties
• Any data breaches, security incidents, unauthorized access, data loss, or privacy violations occurring on or through Client's servers, accounts, systems, or AI System
• Any claims by third parties, including but not limited to Client's customers, employees, contractors, partners, regulators, or any other individuals or entities
• Any violation of laws, regulations, rules, ordinances, or industry standards by Client or Client's AI System, including but not limited to data protection laws (GDPR, CCPA, and equivalents), intellectual property laws, consumer protection laws, anti-spam laws (CAN-SPAM, TCPA), securities regulations, or healthcare regulations (HIPAA)
• Any claims related to intellectual property infringement arising from AI-generated Outputs or Client's use thereof
• Client's failure to obtain necessary consents, licenses, or permissions from third parties
• Any bodily injury, property damage, economic loss, emotional distress, or other harm arising from Client's reliance on AI Outputs or the operation of the AI System
• Any disputes between Client and third-party service providers
• Client's breach of any term of this Agreement

This indemnification obligation shall survive the termination or expiration of this Agreement and the completion of Services indefinitely, and shall apply regardless of the cause of action or legal theory asserted, including but not limited to negligence, strict liability, breach of contract, breach of warranty, misrepresentation, or any other theory.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Provider's total aggregate liability under this Agreement, for any and all claims combined, shall not exceed the total amount actually paid by Client to Provider for Services during the twelve (12) months immediately preceding the event giving rise to liability.
• In no event shall Provider be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind, including but not limited to damages for loss of profits, revenue, data, goodwill, business opportunity, anticipated savings, or any other economic or non-economic loss, regardless of the cause of action or legal theory (whether in contract, tort, negligence, strict liability, or otherwise) and even if Provider has been advised of the possibility of such damages.
• Provider shall not be liable for any damages arising from: (a) Client's failure to follow Provider's recommendations or instructions; (b) unauthorized modifications to the AI System made by Client or third parties; (c) force majeure events including but not limited to natural disasters, wars, pandemics, government actions, power failures, internet outages, or cyberattacks; (d) actions or failures of Third-Party Services; or (e) circumstances beyond Provider's reasonable control.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Provider's liability shall be limited to the greatest extent permitted by applicable law.

9. No Guarantee of Results

Provider makes no guarantee, promise, representation, or warranty regarding the results, outcomes, performance, reliability, or suitability of the AI System or Services. Any estimates of time savings, productivity improvements, cost reductions, or other benefits are illustrative only and not promises of actual results. Results vary significantly based on Client's specific circumstances, usage patterns, and external factors beyond Provider's control.

10. Service Period and Termination

Services are provided for the period agreed upon at the time of purchase. After the service period concludes:

• Client's AI System will continue to operate on Client's infrastructure, but Provider is not obligated to provide further support, maintenance, or updates
• All terms of this Agreement, including but not limited to the indemnification, limitation of liability, and hold harmless provisions, shall survive termination
• Client remains solely responsible for the ongoing operation and security of the AI System

Either party may terminate the service engagement with written notice. Refunds are governed by the AI Wizards Terms of Service in effect at the time of Client's purchase.

11. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in the State of California, and judgment on the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines otherwise.

Client waives any right to participate in a class action, class arbitration, court hearing, jury trial, or other representative proceeding against Provider.

12. 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.

13. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. The remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter. No modification of this Agreement shall be effective unless in writing and signed by both parties.

15. Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

16. Acknowledgment

By signing below, Client represents and warrants that:

• Client has read this Agreement in its entirety and fully understands its terms and conditions
• Client has had the opportunity to seek independent legal counsel before signing
• Client is entering into this Agreement voluntarily and without coercion
• Client has the legal capacity and authority to enter into this Agreement
• If Client is signing on behalf of a business entity, Client has the authority to bind that entity to this Agreement
• Client understands that AI technology carries inherent risks, including the risks described in Section 4
• Client accepts full responsibility for the operation, outputs, and consequences of the AI System
• Client understands that Provider's liability is limited as described in Sections 7 and 8

17. Assignment

Provider may assign its rights under this Agreement at any time, without notice to Client.