AI Solutions — Terms of Service

These Terms of Service ("Terms") govern all artificial intelligence solutions and related services provided by Wagner International ("Wagner," "we," "us," or "our"), including but not limited to: AI-powered translation and localization, natural language processing (NLP) solutions, machine learning model development and fine-tuning, AI chatbot and virtual assistant development, automated content generation, sentiment analysis, data extraction and classification, speech recognition and synthesis, AI consulting and strategy, and any related technology services. By engaging Wagner for AI solutions, placing an order through our website, or entering into a project agreement, you ("Client," "you," or "your") agree to be bound by these Terms in their entirety.

2.1 Project Phases — AI solutions projects typically follow a structured methodology comprising: • Discovery & Assessment: Understanding business requirements, data availability, and success criteria • Solution Design: Architecture planning, model selection, and technical specification • Development & Training: Model development, training, fine-tuning, and integration • Testing & Validation: Quality assurance, accuracy benchmarking, and user acceptance testing • Deployment & Integration: Production deployment, API integration, and system configuration • Monitoring & Optimization: Ongoing performance monitoring, model retraining, and continuous improvement 2.2 Project Scope — Each AI project will be governed by a project-specific Statement of Work (SOW) that defines scope, deliverables, timelines, milestones, acceptance criteria, and pricing. In the event of conflict between these Terms and a SOW, the SOW shall prevail for that specific project. 2.3 Client Cooperation — The Client acknowledges that AI solutions require active collaboration. The Client agrees to provide timely access to necessary data, systems, subject-matter experts, and feedback as reasonably required. Delays caused by the Client's failure to cooperate may result in adjusted timelines and additional costs.

3.1 No Guarantee of Accuracy — While Wagner strives for the highest quality in AI solutions, the Client acknowledges that AI models are probabilistic in nature and do not guarantee 100% accuracy. Performance metrics (e.g., accuracy, precision, recall) will be defined in the SOW and benchmarked during testing. 3.2 Intended Use — AI solutions are designed and optimized for the specific use cases defined in the SOW. The Client is responsible for ensuring that AI outputs are used only for their intended purpose and in compliance with applicable laws and regulations. 3.3 Human Oversight — Wagner strongly recommends that AI-generated outputs, particularly in high-stakes domains (legal, medical, financial), be reviewed by qualified human experts before being acted upon. Wagner shall not be liable for damages arising from reliance on AI outputs without appropriate human oversight. 3.4 Model Drift — AI models may experience performance degradation over time (model drift) as data distributions change. Wagner offers ongoing monitoring and retraining services to address model drift, available under separate maintenance agreements. 3.5 Bias Mitigation — Wagner employs industry-standard practices to identify and mitigate bias in AI models. However, the Client acknowledges that complete elimination of bias is not achievable with current technology. Wagner will transparently communicate known limitations and bias risks associated with delivered models.

4.1 Data Processing — AI solutions often require processing of Client data, which may include personal data. Wagner processes all data in accordance with applicable data protection laws, including the GDPR, CCPA, and other relevant regulations. A separate Data Processing Agreement (DPA) will be executed where required. 4.2 Training Data — If Client data is used for model training or fine-tuning: • Wagner will only use data explicitly authorized by the Client for training purposes • Training data will be handled in accordance with the confidentiality provisions of these Terms • Upon request, Wagner will provide details of what data was used and how • Client data used for training will not be used for any other client's projects 4.3 Third-Party AI Services — Wagner may utilize third-party AI platforms and APIs (e.g., cloud AI services) in delivering solutions. Wagner will ensure that any third-party services comply with the data protection requirements agreed upon with the Client and will disclose the use of such services. 4.4 Data Retention — Project data will be retained for the duration of the project plus ninety (90) days for quality assurance. Extended retention is available upon request. The Client may request early deletion of all project data at any time, subject to legal retention requirements. 4.5 Data Localization — Upon request, Wagner can ensure that data processing occurs within specific geographic regions (e.g., EU-only, US-only). Geographic restrictions may affect available AI services and pricing.

5.1 Client Data — The Client retains all intellectual property rights in data, materials, and content provided to Wagner for AI solutions development. 5.2 Custom Models — Ownership of custom AI models developed for the Client is defined in the project SOW. Unless otherwise specified: • Models trained exclusively on Client data are owned by the Client upon full payment • Models built on Wagner's proprietary frameworks with Client data customization are jointly owned, with the Client receiving a perpetual, non-exclusive license • Wagner retains ownership of its underlying frameworks, tools, and methodologies 5.3 Pre-Existing IP — Each party retains ownership of its pre-existing intellectual property. Nothing in these Terms transfers ownership of either party's pre-existing IP to the other. 5.4 Open Source — If open-source components are incorporated into deliverables, Wagner will disclose all open-source licenses and ensure compliance with their terms. The Client acknowledges that open-source components are subject to their respective license terms. 5.5 Feedback & Improvements — General knowledge, techniques, and methodologies gained by Wagner during project execution may be used to improve Wagner's services, provided that no Client confidential information is disclosed or used.

6.1 Availability — For deployed AI solutions with active support agreements, Wagner targets 99.5% uptime during business hours and 99.0% overall monthly uptime. Specific SLAs will be defined in the project SOW or a separate Service Level Agreement. 6.2 Response Times — Support requests are classified and addressed as follows: • Critical (service down): Initial response within 2 hours, resolution target within 8 hours • High (degraded performance): Initial response within 4 hours, resolution target within 24 hours • Medium (functional issue): Initial response within 8 hours, resolution target within 3 business days • Low (enhancement request): Initial response within 2 business days, scheduled per roadmap 6.3 Maintenance — Wagner performs regular maintenance on deployed solutions, including security updates, performance optimization, and model monitoring. Scheduled maintenance windows will be communicated at least 48 hours in advance. 6.4 Support Channels — Support is provided via the Client Portal, email, and scheduled video calls. On-site support is available at additional cost.

7.1 Pricing Models — AI solutions are priced using one or more of the following models, as specified in the SOW: • Fixed Price: A defined scope with a fixed total price • Time & Materials: Hourly or daily rates for personnel, plus material costs • Subscription: Monthly or annual fees for ongoing AI services • Usage-Based: Pricing based on API calls, data volume, or other usage metrics • Hybrid: Combination of the above 7.2 Payment Terms — Unless otherwise specified in the SOW: • Fixed Price projects: 30% upon contract execution, 40% upon delivery, 30% upon acceptance • Time & Materials: Monthly invoicing, due within thirty (30) calendar days • Subscription: Billed in advance on a monthly or annual basis • Usage-Based: Billed monthly in arrears based on actual usage 7.3 Additional Costs — The following may incur additional charges: • Cloud computing and infrastructure costs (AWS, GCP, Azure) • Third-party API usage fees • Additional data storage beyond agreed limits • Out-of-scope work approved by the Client • Travel expenses for on-site work 7.4 Late Payment — The late payment provisions of Wagner's General Terms of Service apply.

8.1 Wagner warrants that: • Services will be performed in a professional and workmanlike manner by qualified personnel • Deliverables will substantially conform to the specifications defined in the SOW • Wagner will use commercially reasonable efforts to ensure the security and integrity of Client data 8.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN, WAGNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WAGNER DOES NOT WARRANT THAT AI SOLUTIONS WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET ALL CLIENT EXPECTATIONS BEYOND THE AGREED SPECIFICATIONS. 8.3 The Client acknowledges that AI technology is rapidly evolving and that the state of the art may change significantly during the term of a project. Wagner will make reasonable efforts to incorporate relevant advances but does not guarantee that deliverables will reflect the latest technology at the time of delivery.

9.1 Maximum Liability — Wagner's total aggregate liability for any and all claims arising from or related to AI solutions services shall not exceed the total fees paid by the Client for the specific project giving rise to the claim. 9.2 Exclusion of Consequential Damages — In no event shall Wagner be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to: loss of profits, loss of data, business interruption, cost of procurement of substitute services, or any damages arising from AI model outputs or decisions made based on AI outputs. 9.3 Third-Party Claims — Wagner shall not be liable for any claims arising from the Client's use of AI solutions in violation of applicable laws, regulations, or these Terms.

10.1 Both parties agree to maintain the confidentiality of all proprietary and confidential information received from the other party during the course of the engagement. 10.2 Confidential information includes, but is not limited to: business strategies, algorithms, source code, training data, model architectures, customer lists, financial information, and any information designated as confidential. 10.3 Confidentiality obligations survive for five (5) years after the termination or expiration of the engagement, except for trade secrets, which are protected indefinitely. 10.4 Exceptions — Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or court order.

11.1 Termination for Convenience — Either party may terminate a project with thirty (30) days' written notice. The Client shall pay for all work completed and expenses incurred up to the effective termination date. 11.2 Termination for Cause — Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within fifteen (15) days of written notice; (b) becomes insolvent, files for bankruptcy, or ceases operations. 11.3 Effect of Termination — Upon termination: • Wagner will deliver all completed work product to the Client • The Client will pay all outstanding invoices and fees for work completed • Each party will return or destroy the other party's confidential information • Provisions relating to IP, confidentiality, limitation of liability, and indemnification survive termination

These Terms shall be governed by and construed in accordance with the laws of the United States of America and the State of Delaware. Any disputes shall be resolved in accordance with the dispute resolution provisions set forth in Wagner's General Terms of Service.

For questions regarding these AI Solutions Terms of Service, please contact us at: Wagner International Email: info@wagner-international.com Website: www.wagner-international.com US-Based · Virtual · Available 24/7