Terms of Service

Acceptance of Terms

Effective Date: December 1, 2025

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Lesos AI, LLC ("Lesos AI," "we," "us," or "our") governing your access to and use of our consulting services, software products, and related offerings.

By engaging our services, accessing our platforms, or executing a Statement of Work referencing these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not engage our services.

Scope of Services

Lesos AI provides artificial intelligence consulting and software development services. Our offerings are categorized into the following service types:

Consulting Engagements

Professional services engagements including but not limited to:

• AI strategy development and roadmap planning
• Large Language Model (LLM) integration and optimization
• Machine Learning Operations (MLOps) implementation
• Custom AI/ML model development and training
• Technical architecture design and review
• Team training and knowledge transfer

Consulting engagements are governed by individual Statements of Work ("SOW") that specify deliverables, timelines, fees, and additional terms specific to each engagement.

SaaS Products

Software-as-a-Service products developed and operated by Lesos AI, which may include:

• AI-powered analytics platforms
• Model monitoring and observability tools
• Data pipeline orchestration services
• API access to proprietary AI models

SaaS products are subject to additional product-specific terms, including Service Level Agreements ("SLA"), acceptable use policies, and subscription terms as outlined in the applicable product documentation.

Intellectual Property

Client Ownership of Deliverables

Subject to full payment of all applicable fees, Client shall own all right, title, and interest in and to the specific deliverables created exclusively for Client pursuant to a Statement of Work ("Deliverables"), including any custom code, trained models, and documentation specifically developed for Client's use.

Feedback and Improvements

Any feedback, suggestions, or ideas provided by Client regarding our services or products may be used by Lesos AI to improve its offerings without obligation or compensation to Client. Such improvements shall be the sole property of Lesos AI.

AI Disclaimer

AI systems, including those developed or integrated by Lesos AI, may produce outputs that are:

• Factually incorrect or misleading
• Inconsistent across similar inputs
• Subject to bias present in training data
• Sensitive to input phrasing and context
• Unable to access real-time or current information

Client is solely responsible for:

• Implementing appropriate human oversight and review processes
• Validating AI outputs before relying on them for business decisions
• Ensuring compliance with applicable laws and regulations
• Determining the suitability of AI solutions for their specific use cases

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. Confidential Information includes, but is not limited to:

• Business strategies, plans, and financial information
• Technical specifications, source code, and algorithms
• Customer data and personally identifiable information
• Trade secrets and proprietary methodologies
• Terms of the engagement, including pricing

Mutual Non-Disclosure

Unless otherwise specified in a separate Non-Disclosure Agreement ("NDA"), the following terms apply:

• Neither party shall disclose Confidential Information to third parties without prior written consent
• Confidential Information shall be used solely for purposes related to the engagement
• Reasonable security measures shall be implemented to protect Confidential Information
• Confidentiality obligations survive termination of the engagement for a period of three (3) years

Limitation of Liability

Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LESOS AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use our services
• Any unauthorized access to or alteration of your data
• Statements or conduct of any third party on our services
• Any other matter relating to our services

Liability Cap

LESOS AI'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY STATEMENT OF WORK SHALL NOT EXCEED THE GREATER OF:

• The total fees paid by Client to Lesos AI during the twelve (12) months preceding the claim, or
• One hundred thousand dollars ($100,000 USD)

Termination

Termination for Convenience

Either party may terminate an engagement by providing thirty (30) days written notice to the other party. Upon termination, Client shall pay for all services rendered and expenses incurred through the effective date of termination.

Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

Effect of Termination

Upon termination: (a) all licenses granted hereunder shall terminate except as expressly stated; (b) Client shall pay all outstanding fees; (c) each party shall return or destroy Confidential Information of the other party; and (d) provisions that by their nature should survive shall survive termination.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, United States, without regard to its conflict of law provisions.

Any disputes arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Nashville, Tennessee.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.