General Terms and Conditions for AI Services

Last Updated: February 9, 2023

These General Terms and Conditions for AI Services (“Terms and Conditions”) are a contract between Hartmann Industries, LLC. (“Hartmann Industries”) and the customer (“Client”) with respect to the provision of AI services by Hartmann Industries to Client (“AI Services”).

WHEREAS, Hartmann Industries is in the business of providing AI Services to Clients; and

WHEREAS, Client wishes to contract with Hartmann Industries to provide AI Services;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties agree as follows:

Definitions

“AI Services” refers to the services offered by Hartmann Industries to the Client, including but not limited to prompt design, integration of OpenAI models, support, monitoring, reporting, training.

“Client” refers to the individual or entity that has contracted with Hartmann Industries for the AI Services.

“Agreement” refers to these Terms and Conditions, along with any amendments made from time to time.

“Subscription” refers to the Client’s contract with Hartmann Industries for the AI Services.

“Fees” refers to the monthly fees payable by the Client for the AI Services, as described in the Payment Terms section of this Agreement.

“OpenAI” refers to the artificial intelligence research laboratory consisting of the for-profit technological company OpenAI LP and its parent company, the non-profit OpenAI, Inc.

“GPT-3” or “GPT-3.5” refers to OpenAI’s Generative Pretrained Transformer 3 language model.

“ChatGPT” refers to OpenAI’s conversational language model that is a variant of GPT-3.

“DALL-E 2” refers to OpenAI’s generative model that can create original images from textual descriptions.

“OpenAI Terms and Conditions” refers to the terms and conditions of use specified by OpenAI for its products and services.

“OpenAI Privacy Policy” refers to the privacy policy specified by OpenAI for its products and services.

“Microsoft Azure” refers to Microsoft’s cloud computing platform and infrastructure.

“Azure OpenAI Services” refers to the AI services offered by OpenAI on the Microsoft Azure platform.

Interpretation and Construction

1. In these Terms and Conditions, the Rates Schedule, and any quotes, orders, plans, contracts, or other arrangements in connection with the provision of AI Services and Goods by Hartmann Industries, unless the contrary intention appears:
  1. Words denoting the singular number shall include the plural number and vice versa;
  2. Reference to any gender shall include every other gender;
  3. Reference to any Act of Congress, Statute, or Regulation shall include any amendment currently in force at the relevant time and any Act of Congress, Statue, or Regulation enacted or passed in substitution therefore;
  4. Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Terms and Conditions;
  5. All references to dollars ($) are to United States Dollars;
  6. A reference to time is to New York, United States time;
  7. A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state, or government and vice versa;
  8. A reference to a recital, clause, schedule, annexure, or exhibit is to a recital, clause, schedule, annexure, or exhibit of or to these Terms and Conditions;
  9. A recital, schedule, annexure or description of the parties forms part of these Terms and Conditions;
  10. A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented, or replaced from time to time;
  11. Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
  12. A reference to “includes” means includes without limitation;
  13. A reference to “will” imports a condition not a warranty; and
  14. A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances, and events which constitute any of those conditions or matters.
2. This section, entitled “Interpretation and Construction,” shall govern the interpretation and construction of these Terms and Conditions, and any disputes or ambiguities arising from the language or meaning of these Terms and Conditions shall be resolved in accordance with the provisions of this section.
3. In the event of any inconsistency between these Terms and Conditions and any other documents, agreements, or arrangements related to the provision of AI Services and Goods, including but not limited to quotes, orders, plans, and contracts, these Terms and Conditions shall prevail.
4. Any reference to any statute, regulation, or other law includes any modification, amendment, or re-enactment thereof, and any reference to any statutory provision includes any subordinate legislation made under it.
5. The failure of Hartmann Industries to enforce any of its rights under these Terms and Conditions at any time shall not be deemed a waiver of such rights and shall not affect the validity of these Terms and Conditions or affect Hartmann Industries’ right to subsequently enforce such rights.
6. These Terms and Conditions, together with any other documents, agreements, or arrangements referred to in these Terms and Conditions, constitute the entire agreement between the parties and supersede all previous agreements, arrangements, and understandings, whether written or oral, relating to the subject matter of these Terms and Conditions.
7. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Applications of These Conditions

These Terms and Conditions shall apply to all AI Services and Goods provided by Hartmann Industries to the Client, including but not limited to consulting, prompt engineering, monitoring, support, fine tuning, research, and training services, as well as any tangible items or materials supplied by Hartmann Industries in connection with the provision of AI Services.
These Terms and Conditions shall also apply to any quotes, orders, plans, contracts, or other arrangements related to the provision of AI Services and Goods by Hartmann Industries, including but not limited to any purchase orders, invoices, or other written agreements between Hartmann Industries and the Client.
The Client acknowledges and agrees that these Terms and Conditions shall apply to any Service Request made by the Client for AI Services provided by Hartmann Industries, and that any Service Request shall be subject to these Terms and Conditions unless otherwise agreed upon in writing by Hartmann Industries.
These Terms and Conditions shall also apply to any software or applications provided by Hartmann Industries in connection with the provision of AI Services to the Client, and the Client agrees to comply with any applicable license agreements or terms of use related to such software or applications.
These Terms and Conditions shall also apply to any tickets or records created by Hartmann Industries to track and manage the AI Services provided to the Client, and the Client agrees to cooperate with Hartmann Industries in the management and resolution of any issues or problems related to such tickets or records.
These Terms and Conditions shall also apply to any work or services provided by Hartmann Industries to the Client on a quantum merit basis, and the Client agrees to pay Hartmann Industries for such work or services in accordance with the rates and charges outlined in the Rates Schedule or other agreements or arrangements between Hartmann Industries and the Client.
The Client acknowledges and agrees that these Terms and Conditions shall be binding upon the Client and its Personnel, and that any failure by the Client or its Personnel to comply with these Terms and Conditions may result in the termination of the AI Services provided by Hartmann Industries.

Commitment Terms

The Client may enter into agreements for the provision of AI Services by Hartmann Industries on a monthly basis. Depending on the nature of the relationship between the parties, and the type of plan selected, agreements for the provision of AI Services on a quarterly or annual basis may also be available.
The Client acknowledges and agrees that any request for agreements for the provision of AI Services on a quarterly or annual basis must be submitted in writing to the Client’s designated account manager at Hartmann Industries. The written request must clearly state the scope of services and duration of the requested contract. Hartmann Industries reserves the right to approve or decline such requests at its sole discretion.
Hartmann Industries reserves the right to decline agreements for the provision of AI Services on a quarterly or annual basis, without incurring any liability towards the Client.

Termination

The Client may terminate the AI Services provided by Hartmann Industries at any time by providing written notice to Hartmann Industries, with a minimum of 30 days’ notice.
Hartmann Industries may terminate the AI Services provided to the Client at any time by providing written notice to the Client, with a minimum of 30 days’ notice.
In the event that either party breaches any of the terms and conditions of these Terms and Conditions, the non-breaching party may terminate the AI Services immediately upon written notice to the breaching party.
Upon termination of the AI Services, the Client shall immediately pay to Hartmann Industries any unpaid charges for AI Services rendered prior to the date of termination.
The Client acknowledges and agrees that in addition to providing written notice of termination as outlined in paragraphs 1 through 4, the Client may also cancel their plan through the purchasing section of Hartmann Industries eCommerce website. The Client understands that cancelling a plan through the website will be accepted as providing written notice of termination and will be subject to the same terms and conditions outlined in paragraphs 1 through 4.

Representations

The Client represents and warrants that:
1. It has the full power and authority to enter into and perform its obligations under these Terms and Conditions;
2. It has obtained all necessary approvals and consents to enter into and perform its obligations under these Terms and Conditions;
3. It will comply with all applicable laws, regulations, and ordinances in connection with its use of the AI Services;
4. It will not use the AI Services for any illegal or unauthorized purpose;
5. It will not use the AI Services in any manner that could damage, disable, overburden, or impair any Hartmann Industries server or the network(s) connected to any Hartmann Industries server;
6. It will not use the AI Services in any manner that could interfere with any other party’s use of the AI Services;
7. It will not attempt to gain unauthorized access to any AI Services, other accounts, computer systems or networks connected to any Hartmann Industries server or to any of the AI Services, through hacking, password mining or any other means;
8. It will not use the AI Services to transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
9. It will not use the AI Services to transmit any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
10. It will not use the AI Services in any manner that could infringe any third party’s intellectual property rights or other proprietary rights.
The Client acknowledges that Hartmann Industries relies on the representations and warranties made by the Client in this section and that Hartmann Industries would not enter into these Terms and Conditions but for such representations and warranties.
The Client acknowledges that no employee or agent of Hartmann Industries has the authority to make any representation, warranty, or promise in relation to the provision of AI Services or Goods other than as expressly set forth in these Terms and Conditions. Any additional or different terms or conditions proposed by the Client in any form of communication shall not be binding upon Hartmann Industries unless agreed to in writing by Hartmann Industries.

Notices

Any notice, request, demand, or other communication required or permitted to be given under these Terms and Conditions shall be in writing and shall be deemed to have been given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by email, as follows:
1. If to Hartmann Industries, to the address:
  ATTN: Legal Department
  Hartmann Industries, LLC.
  301 Route 17 North
  Suite 800 #12-40
  Rutherford, New Jersey 07070
  United States of America
  
  Email: legal@hartmannindustries.com
2. If to the Client, to the address and email address provided by the Client at the time of entering into these Terms and Conditions.

Governing Law and Arbitration

These Terms and Conditions, and any disputes arising out of or related to these Terms and Conditions, shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to any principles of conflicts of law.
Any dispute, controversy or claim arising out of or relating to these Terms and Conditions, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by arbitration in accordance with the American Arbitration Association (“AAA”) Commercial Arbitration Rules. The arbitration shall be conducted in the English language by a single arbitrator in the state of New Jersey. The award of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Assignment

These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
The Client shall not assign or transfer any of its rights or obligations under these Terms and Conditions without the prior written consent of Hartmann Industries, and any attempted assignment without such consent shall be void.
Hartmann Industries shall have the right to assign or transfer any of its rights or obligations under these Terms and Conditions without the prior written consent of the Client.
These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Variations of These Terms and Conditions

Hartmann Industries reserves the right to make changes to these Terms and Conditions at any time and without notice to the Client. The Client is responsible for reviewing these Terms and Conditions on a regular basis.
Any use of the AI Services by the Client after Hartmann Industries has made changes to these Terms and Conditions will constitute the Client’s acceptance of those changes.
If the Client does not agree to any changes made to these Terms and Conditions, the Client must immediately stop using the AI Services and terminate these Terms and Conditions in accordance with the “Termination” section.
The Client acknowledges and agrees that Hartmann Industries may change the AI Services provided to the Client at any time and without notice to the Client.

Relationship with OpenAI & Microsoft

The Client is responsible for creating and maintaining their own OpenAI and Microsoft Azure accounts, and for ensuring that their use of these accounts complies with all applicable OpenAI and Microsoft terms and conditions, privacy policies, rules, and regulations.
The Client acknowledges that Hartmann Industries is not responsible for their OpenAI and Microsoft Azure accounts, and that Hartmann Industries makes no representations or warranties with respect to the Client’s use of these accounts.
The Client agrees to indemnify, defend, and hold harmless Hartmann Industries, its affiliates, and its and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Client’s violation of any OpenAI or Microsoft terms and conditions, privacy policies, rules, or regulations.
Hartmann Industries shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits or revenues, arising out of or in connection with the Client’s violation of any OpenAI or Microsoft terms and conditions, privacy policies, rules, or regulations.

Relationship with TrackVia, Inc.

The Client is responsible for obtaining and maintaining all necessary TrackVia licenses, including but not limited to tenant licensing, user licensing, API usage licensing, and any other licenses required for their use of TrackVia.
1. If the Client purchases TrackVia licenses from Hartmann Industries directly, the terms and conditions and refund policies specified by Hartmann Industries for such licenses shall apply.
2. The Client agrees to comply with all applicable terms and conditions and refund policies specified by Hartmann Industries for such licenses.
3. The Client acknowledges that Hartmann Industries makes no representations or warranties with respect to the TrackVia licenses purchased from Hartmann Industries, and that Hartmann Industries shall not be liable for any indirect, incidental, or consequential damages arising out of or in connection with the Client’s use of such licenses.
The Client acknowledges that Hartmann Industries is not responsible for the Client’s TrackVia licenses procured directly from TrackVia, Inc., TrackVia Partner, Distributor, or other individual or business party, and that Hartmann Industries makes no representations or warranties with respect to the Client’s use of TrackVia.
The Client agrees to comply with all applicable TrackVia terms and conditions, including but not limited to the TrackVia End User License Agreement.
The Client agrees to indemnify, defend, and hold harmless Hartmann Industries, its affiliates, and its and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Client’s violation of any TrackVia terms and conditions.
Hartmann Industries shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits or revenues, arising out of or in connection with the Client’s violation of any TrackVia terms and conditions.

Force Majeure

Neither party shall be liable for any delay or failure in performance of its obligations under these Terms and Conditions to the extent that such delay or failure is caused by any act of God, war, civil commotion, strikes, lockouts, or other industrial disputes, fire, flood, drought, tempest, or any other cause beyond the reasonable control of the party in question. The party affected by such an event shall give notice to the other party as soon as is reasonably possible of the nature and extent of the event and the period for which it is expected to continue. If the period of delay or non-performance continues for a continuous period of more than 30 days, either party may terminate these Terms and Conditions by giving written notice to the other party.

Liability

Exclusion of Liability: Except as specifically set out in these Terms and Conditions and to the extent permitted by law, any term, condition, or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design, or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
No Liability for Program or Data Loss: The Client shall indemnify and hold Hartmann Industries harmless in respect of any claim, loss, or expense incurred by the Client or any third party for any program or data loss or damage suffered by the Client or that third party arising directly or indirectly from the supply of the Goods or Services by Hartmann Industries to the Client. The Client acknowledges that they are solely responsible for backing up their programs and data in order to mitigate their own potential loss of programs and data.
Limitation on Consequential Damage: The Client shall indemnify and hold Hartmann Industries harmless in respect of any claim for any indirect or consequential losses or expenses suffered by the Client or any third party, howsoever caused, including but not limited to loss of turnover, profits, business, or goodwill, or any liability to the Client or any third party.
Limit on Damage from a Failure in Supply: The Client shall indemnify and hold Hartmann Industries harmless for any claim for loss or damage by the Client or a third party where Hartmann Industries has failed to meet any delivery date or cancels or suspends the supply of Goods or Services.
General Limit on Liability: Except as otherwise expressly stated in these Terms and Conditions, Hartmann Industries shall not be liable for any loss or damage of any kind however caused (including, but not limited to, by the negligence of Hartmann Industries) which is suffered or incurred by the Client in connection with:
1. AI Services or any Work provided to the Client;
2. these Terms and Conditions;
3. the Client’s use of Hartmann Industries’ website (including the use of a credit card or other debit device) or any linked website;
4. the non-availability of AI Services, Microsoft Azure, OpenAI, or Hartmann Industries’ Services for any reason;
5. any act or omission of Hartmann Industries or the provision of inaccurate, incomplete, or incorrect information by the Client, or
6. for any other reason whatsoever.
Limitation Options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, Hartmann Industries’ liability for any breach of that condition or warranty is limited to Hartmann Industries doing any one or more of the following (at its election):
1. replacing the AI Services or supplying equivalent AI Services or Work;
2. repairing the AI Services or the Work;
3. paying the cost of replacing the AI Services or the Work or acquiring equivalent AI Services or Work; or
4. paying the cost of having the AI Services or the Work repaired.
Laws Still Apply: Nothing in these Conditions is to be interpreted as excluding, restricting, or modifying or having the effect of excluding, restricting, or modifying the application of any State or Federal legislation applicable to the provision of AI Services which cannot be excluded, restricted, or modified.

Errors and Omissions

Errors and Omissions: Hartmann Industries shall not be liable for any errors or omissions in any materials, information, or services provided by Hartmann Industries, its employees, agents, or representatives. The Client shall be responsible for verifying the accuracy of any information or materials provided by Hartmann Industries prior to relying on such information or materials.
No Warranties: Hartmann Industries makes no warranties, express or implied, with respect to the AI Services provided under this contract. Hartmann Industries specifically disclaims any implied warranties of merchantability or fitness for a particular purpose.
Limit on Liability: In no event shall Hartmann Industries be liable for any special, indirect, incidental, or consequential damages, including but not limited to loss of profits or business interruption, arising out of or in connection with the provision of AI Services under this contract.
Indemnification: The Client shall indemnify and hold Hartmann Industries harmless from and against any and all claims, losses, damages, and expenses, including attorneys’ fees, arising out of or in connection with any errors or omissions in any materials, information, or services provided by Hartmann Industries, its employees, agents, or representatives.
No Reliance on Advice: The Client shall not rely on any advice or information provided by Hartmann Industries, its employees, agents, or representatives, in making any business or personal decisions, and shall conduct its own research and investigation prior to making any such decisions.
No Responsibility for Third-Party Services: Hartmann Industries shall not be responsible for any errors or omissions in any services provided by third parties, including but not limited to internet service providers, software vendors, or other service providers. The Client shall be responsible for ensuring that any services provided by third parties meet their requirements and for any issues arising from their use. Hartmann Industries shall not be liable for any loss or damage caused by the use of third-party services, including but not limited to loss of data or interruptions in service.
No Responsibility for Client-Provided Data: Hartmann Industries shall not be responsible for any errors or omissions in any data or information provided by the Client, including but not limited to inaccuracies, incompleteness, or incorrect formatting. The Client shall be responsible for ensuring that any data or information provided to Hartmann Industries is accurate, complete, and properly formatted. Hartmann Industries shall not be liable for any loss or damage caused by the use of incorrect or incomplete data or information provided by the Client.
No Responsibility for Regulatory Compliance: Hartmann Industries shall not be responsible for ensuring compliance with any laws, regulations, or industry standards, including but not limited to data privacy laws, intellectual property laws, or health and safety laws. The Client shall be responsible for ensuring compliance with any applicable laws, regulations, or industry standards.
SARS-CoV-2 Vaccination Exclusion: Hartmann Industries shall not be responsible for any errors or omissions in any services provided by Hartmann Industries’ personnel that are not vaccinated against SARS-CoV-2. Such personnel may not be allowed to provide services on-site or in-person to clients due to federal, state, and local regulations and guidelines. Hartmann Industries will make every effort to provide alternative personnel who are vaccinated to provide the services, but this cannot be guaranteed. Client acknowledges and agrees that the decision to not receive the SARS-CoV-2 vaccination is a personal choice and Hartmann Industries shall not be held liable for any inconvenience or delay caused by such unvaccinated personnel.

Our Responsibilities

Hartmann Industries shall be responsible for providing the AI Services in accordance with the Order and these Terms and Conditions. This includes but is not limited to:
1. Providing timely and efficient delivery of the AI Services, as agreed upon in the Order.
2. Ensuring that all Hartmann Industries Personnel engaged in providing the AI Services are properly trained, qualified, and experienced in the provision of such services.
3. Providing regular communication and updates to the Client regarding the progress of the AI Services.
4. Ensuring that all AI Services provided meet industry standards and best practices.
5. Providing necessary technical support and assistance to the Client in relation to the AI Services.
6. Following the safety protocols and guidelines set by the government and health authorities in order to ensure the safety and well-being of all Hartmann Industries Personnel and the Client Personnel during the provision of AI Services.
Hartmann Industries shall comply with all applicable laws and regulations in the provision of AI Services.
Hartmann Industries shall maintain the confidentiality of any confidential or proprietary information provided by the Client in connection with the AI Services.

Privacy and Data Security

Hartmann Industries shall comply with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), in the collection, storage, and processing of personal data. The Client shall provide all necessary information and obtain all necessary consents for Hartmann Industries to process personal data in accordance with these terms and conditions.
Hartmann Industries shall implement and maintain appropriate technical and organizational measures to protect personal data from unauthorized or unlawful processing, accidental loss, destruction, or damage. The Client shall notify Hartmann Industries of any data breaches or potential data breaches that may affect Hartmann Industries’ ability to comply with its data security obligations.

Client Responsibilities

Compliance with Laws: The Client shall comply with all applicable laws and regulations in connection with their use of the AI Services provided by Hartmann Industries, including but not limited to data protection and privacy laws.
Cooperation: The Client shall cooperate with Hartmann Industries in all matters relating to the provision of AI Services, including but not limited to providing access to their systems and providing necessary information and materials in a timely manner.
Maintenance: The Client shall be responsible for the maintenance of their systems and equipment, including but not limited to ensuring that their systems are kept in good working condition and are free of viruses and other harmful software.
Security: The Client shall take all necessary steps to ensure the security of their systems and data, including but not limited to implementing appropriate security measures such as firewalls and antivirus software, as well as physical security measures such as access control systems.
Compliance with Agreements: The Client shall comply with all agreements entered into with Hartmann Industries, including but not limited to any agreements related to the use of software or other intellectual property.
Accurate Information: The Client shall provide accurate and complete information to Hartmann Industries in connection with the provision of AI Services, including but not limited to information related to their systems and equipment.
Payment: The Client shall make all payments to Hartmann Industries in accordance with the terms of the Order or other agreement entered into with Hartmann Industries.
Indemnification: The Client shall indemnify and hold Hartmann Industries harmless from and against any and all claims, damages, and expenses, including but not limited to attorney’s fees, arising from the Client’s use of the AI Services provided by Hartmann Industries.
Compliance with COVID-19 Regulations: The Client shall comply with all COVID-19 regulations and guidelines in their jurisdiction, and shall not request Hartmann Industries to provide AI Services if the Client’s premises are closed or inaccessible due to COVID-19 restrictions.

Our Website

Ownership and Use of Our Website: The Hartmann Industries website, and all content and materials included therein, including but not limited to text, graphics, logos, images, and software, are the property of Hartmann Industries and are protected by copyright, trademark, and other intellectual property laws. The use of our website is subject to these terms and conditions, and any additional terms and conditions that may be posted on our website from time to time.
Limited License to Use Our Website: Hartmann Industries grants the Client a limited, non-exclusive, non-transferable license to access and use our website for the purpose of obtaining information about our services and products and for the purpose of ordering our services and products. The Client shall not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, or otherwise exploit our website or any portion thereof, except as expressly permitted by us in writing.
No Unlawful or Prohibited Use: The Client shall not use our website for any purpose that is unlawful or prohibited by these terms and conditions. The Client shall not use our website in any manner that could damage, disable, overburden, or impair our website or interfere with any other party’s use and enjoyment of our website.
Links to Third-Party Websites: Our website may contain links to third-party websites that are not owned or controlled by Hartmann Industries. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. The Client acknowledges and agrees that Hartmann Industries shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website.
Website Disclaimer: The information and materials on our website are provided “as is” and “as available” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Hartmann Industries does not warrant that our website or the information or materials contained therein will be timely or error-free.
Website Indemnification: The Client agrees to indemnify and hold Hartmann Industries, its affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Client’s use of our website, the Client’s violation of these terms and conditions, or the Client’s violation of any rights of another.
Website Updates: Hartmann Industries reserves the right to make changes to our website, policies, and these terms and conditions at any time and without notice. The Client shall be responsible for reviewing and becoming familiar with any such modifications. Use of our website following any such change constitutes the Client’s acceptance of the new terms and conditions.

Website Credit Card Processing

Credit Card Processing: Hartmann Industries uses Stripe for the processing of credit card payments for AI Services. By providing credit card information to Hartmann Industries, the Client agrees to be bound by Stripe’s terms and conditions and privacy policy.
Automatic Payments: The Client acknowledges that automatic payments will be made to Hartmann Industries for AI Services on a recurring basis, as specified in the Order or any other written agreement between the parties. The Client is responsible for ensuring that their credit card information remains up-to-date and for cancelling any automatic payments if necessary.
Refunds: The Client acknowledges that refunds for AI Services may be processed through Stripe and will be subject to Stripe’s refund policy. Any disputes regarding refunds or charges made to the Client’s credit card must be resolved directly with Stripe.
Security: Hartmann Industries takes reasonable steps to protect the security of credit card information, but the Client acknowledges that there is always a risk of unauthorized access or use of credit card information. Hartmann Industries shall not be liable for any unauthorized access or use of the Client’s credit card information.
Disputes: Any disputes regarding credit card processing or charges made to the Client’s credit card must be resolved directly with Stripe. Hartmann Industries shall not be liable for any disputes or errors in credit card processing that are the responsibility of Stripe.

Service Delivery

Hartmann Industries shall implement appropriate risk management processes and shall document all business processes related to the AI Services in accordance with industry standards.
Hartmann Industries shall test all prompts developed for the Client in a private sandbox environment, and shall provide the Client with a demonstration of the prompts prior to implementation.
1. The Client acknowledges that GPT-3 is a non-deterministic model and that Hartmann Industries cannot guarantee performance in other environments.
Hartmann Industries shall configure Azure services in accordance with the Client’s specifications and shall provide regular status updates to the Client regarding the progress of the configuration process.
1. If the Client is also utilizing Hartmann Industries Managed IT Services, the terms and conditions specified for such services shall apply to the AI Services as well. The Client acknowledges that Hartmann Industries is not responsible for any indirect, incidental, or consequential damages arising out of or in connection with the Client’s combined use of Hartmann Industries Managed IT Services with AI Services.
Hartmann Industries and the Client shall agree upon milestones and deliverables for each AI service, and Hartmann Industries shall provide the Client with a timeline for completion of each milestone. The Client shall provide timely feedback to Hartmann Industries on the progress of the project and any modifications that may be required.
1. The Client understands that prompt engineering, integration, technical support, and any other services provided by Hartmann Industries may be experimental or developmental in nature and that the results may not be satisfactory to the Client. Hartmann Industries cannot guarantee an exact timeline for the completion of its services and the Client shall not hold Hartmann Industries liable for any delays or failure to meet its agreed-upon deliverables. Hartmann Industries shall provide a reasonable estimate of the duration of its services to the Client based on industry standards.

Third Party Authorizations

In the course of providing AI Services to the Client, Hartmann Industries may be required to contact third-party providers on the Client’s behalf, such as Microsoft. These providers may require the Client’s authorization for Hartmann Industries to act on their behalf. It is the Client’s responsibility to ensure that Hartmann Industries is able to communicate and interact freely with these providers.

Non-Solicitation of Clients, Employees, and Vendors

The Client agrees not to solicit or hire any employees of Hartmann Industries during the course of engagement and for a period of two (2) years thereafter, unless otherwise agreed upon in writing.
In the event of a violation of this provision, the Client shall be liable to pay Hartmann Industries liquidated damages in the amount of 100% of the employee’s total annual salary, as it would be impracticable to ascertain the actual amount of damages. The liquidated damages reflected herein are not intended as a penalty and are reasonably calculated based upon the projected costs Hartmann Industries would incur to identify, recruit, hire, and train suitable replacements for such personnel.
The Client agrees not to seek access to accounts or licenses provided by Hartmann Industries’ channel-based vendors without prior written authorization from Hartmann Industries. The software license agreements and partnership agreements between Hartmann Industries and its channel-based vendors do not permit direct end-user license purchasing or access to billing, administrative, or configuration portals.
Any attempt by the Client to solicit access to Hartmann Industries’ vendor accounts without prior written authorization shall result in the immediate termination of this Agreement, with a penalty to be assessed by Hartmann Industries in the fair amount of damages incurred by the Client’s unauthorized access to Hartmann Industries’ vendors.

Software

Responsibility for Software Licenses: The Client shall be solely responsible for obtaining and maintaining all necessary licenses for any software utilized in connection with the AI Services provided by Hartmann Industries. This includes all software provided by OpenAI and Microsoft.
Indemnification for Software Usage: The Client shall indemnify and hold Hartmann Industries harmless from and against any and all claims, damages, losses, liabilities, and expenses arising from or related to the Client’s unauthorized use of software, any breach of software license agreements by the Client, or any problem, defect, or malfunction associated with any software (or related services) supplied by third parties.
Ownership of Custom Software: Unless otherwise agreed in writing, Hartmann Industries shall retain all rights, title, and interest in any custom software developed by Hartmann Industries in the course of providing AI Services to the Client. Any use, reproduction, or distribution of such custom software by the Client without the express written consent of Hartmann Industries shall be strictly prohibited.

Copyright and Confidentiality

Copyright: All materials, including but not limited to text, graphics, logos, images, and software, provided by Hartmann Industries to Client in connection with the AI Services are the sole property of Hartmann Industries or its licensors and are protected by copyright laws. Client shall not use, copy, distribute, or modify any of these materials without the express written consent of Hartmann Industries.
Confidentiality: Client shall maintain the confidentiality of all information provided by Hartmann Industries in connection with the AI Services, including but not limited to trade secrets, proprietary information, and confidential business information. Client shall not disclose any such information to any third party without the express written consent of Hartmann Industries.
Non-Disclosure Agreement: If necessary, Hartmann Industries and Client may enter into a separate non-disclosure agreement to further define the confidentiality obligations of each party.
Return of Materials: Upon completion of the AI Services or termination of this contract, Client shall return all materials provided by Hartmann Industries in connection with the AI Services, including but not limited to software, documents, and other materials, to Hartmann Industries or destroy such materials if instructed to do so by Hartmann Industries.
Infringement: Client shall immediately notify Hartmann Industries of any infringement or unauthorized use of the materials provided by Hartmann Industries in connection with the AI Services and shall cooperate with Hartmann Industries in any action taken to enforce its intellectual property rights.

Grant of Rights to Utilize Prompts for Commercial Purposes Upon Termination

Upon termination of this agreement, Hartmann Industries grants to the Client a non-exclusive, royalty-free, perpetual license to use any and all unique prompts created by Hartmann Industries for the Client in connection with the AI Services for commercial purposes.
The Client agrees to comply with all applicable intellectual property laws and regulations with respect to its use of the prompts and acknowledges that Hartmann Industries retains all right, title, and interest in and to the prompts and any derivative works thereof.
The Client shall not alter, modify, or create derivative works based on the prompts without the express written consent of Hartmann Industries.
The Client agrees to indemnify, defend, and hold harmless Hartmann Industries, its affiliates, and its and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Client’s continued use of the prompts.
Hartmann Industries shall not be liable for any indirect, incidental, or consequential damages arising out of or in connection with the Client’s continued use of the prompts.