Terms of Service

1. SAAS SERVICES AND SUPPORT

1.1 Provision of Services. Subject to the terms and conditions of these Terms of Service (the “Agreement”) and the applicable Order Form, SecondDesk AI, Inc. (“SecondDesk”, "Company," "we," "us," or "our") shall make available to the entity identified in the applicable Order Form (“Customer”), during the Subscription Term, the SecondDesk AI-powered healthcare recruiting platform and related tools described in the Order Form (collectively, the "Services"). The Services enable Customer to identify, source, and conduct initial outreach to potential candidates for healthcare employment opportunities using Platform Data (as defined in Section 2.2) and Output (as defined in Section 3.4) generated by the Services.

1.2 Order Forms. Customer's right to access and use the Services is governed by one or more mutually executed order forms referencing this Agreement (each, an "Order Form"). Each Order Form shall specify the scope of Services, the Subscription Term, applicable fees, and any additional terms. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control solely with respect to the subject matter of that Order Form (e.g., scope of Services, Fees, Subscription Term, credits, service levels, and other commercial terms specific to the engagement).

1.3 Access. SecondDesk shall provide Customer with login credentials or other access mechanisms necessary to use the Services. Customer is responsible for maintaining the confidentiality of all access credentials and for all activities that occur under Customer's account.

1.4 Service Levels. SecondDesk shall provide the Services in accordance with the service level commitments set forth in Exhibit A (Service Level Terms), which is incorporated herein by reference. The remedies set forth in Exhibit A constitute Customer's sole and exclusive remedies for any failure by SecondDesk to meet the applicable service level commitments.

1.5 Support. SecondDesk shall provide Customer with technical support in accordance with the terms set forth in Exhibit B (Support Terms), which is incorporated herein by reference.

1.6 Modifications. SecondDesk reserves the right to modify, update, or enhance the Services from time to time, provided that no such modification materially diminishes the core functionality of the Services during the then-current Subscription Term.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Restrictions on Use. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services or any underlying software; (b) modify, adapt, or create derivative works based on the Services; (c) use the Services for timesharing, service bureau, or similar purposes for the benefit of any third party; (d) remove, alter, or obscure any proprietary notices on the Services; or (e) copy, frame, or mirror any part of the Services.

2.2 Data Licensing. All data, reports, candidate profiles, analytics, and other informational outputs made available through the Services (collectively, "Platform Data") are licensed, not sold, to Customer. No ownership of Platform Data transfers to Customer at any time.

2.3 Use of Platform Data in Customer Systems. Customer may import Platform Data into Customer's applicant tracking systems, customer relationship management tools, email sequencing platforms, and similar operational systems solely in furtherance of the Permitted Uses during the Subscription Term. Customer shall maintain reasonable technical or administrative measures sufficient to identify contact information originating from Platform Data within such systems. Upon expiration or termination of this Agreement, Customer shall delete all contact information originating from Platform Data that is stored in a structured, queryable format within Customer's systems within thirty (30) days and, upon SecondDesk's written request, certify such deletion in writing signed by an authorized representative of Customer. This deletion obligation does not extend to unstructured records such as historical email correspondence, sequence logs, recruiter notes, or other communications generated in the ordinary course of Customer's use of the Services.

2.4 Mass Enrichment Prohibition. Customer shall not use automated means (including scripts, bots, browser extensions, or API calls) to extract, scrape, or systematically download Platform Data ("Mass Enrichment"). If Customer engages in Mass Enrichment, Customer must immediately cease such activity and permanently delete all data obtained through Mass Enrichment within five (5) business days of notice from SecondDesk and certify such deletion in writing.

2.5 Use During Subscription Term Only. Customer may use Platform Data solely during the Subscription Term. Each item of Platform Data unlocked by Customer through the expenditure of credits shall be available to Customer for a period of three (3) months from the date of unlock or until the expiration or termination of the Subscription Term, whichever occurs first, unless otherwise specified in the applicable Order Form. Upon expiration or termination, Customer must delete all Platform Data in accordance with Section 6.

2.6 No AI Training. Customer shall not use Platform Data or Output to create, train, test, or improve any machine learning or artificial intelligence system, develop foundation models, or build competing products or services.

2.7 No List Brokering. Customer shall not resell, redistribute, sublicense, or broker Platform Data or Output to any third party.

2.8 Compliance Warranty. Customer represents and warrants that it will use the Services in compliance with all applicable federal, state, and local laws, rules, and regulations.

2.9 Deletion Verification. Following expiration or termination of this Agreement, SecondDesk may (a) request that Customer provide a written certification of compliance with its deletion obligations under Sections 2.3 and 6.3, signed by an authorized representative of Customer, within ten (10) business days of such request, and (b) upon reasonable suspicion that Customer has not complied with such deletion obligations, conduct or commission an audit of Customer's retention of Platform Data upon reasonable prior notice, provided such audit does not unreasonably interfere with Customer's business operations.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS; DATA PRIVACY

3.1 Confidential Information. "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care, and shall not disclose it except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive for five (5) years following disclosure.

3.2 Customer Data. "Customer Data" means data, content, and information provided or generated by Customer or its authorized users through or in connection with the Services, including recruiter notes, call logs, candidate status updates, interview feedback, and other content originated by Customer's personnel. For the avoidance of doubt, Customer Data does not include Platform Data or Output. Customer retains all right, title, and interest in Customer Data.

3.3 SecondDesk Proprietary Rights. SecondDesk retains all right, title, and interest in and to the Services, software, Platform Data, all improvements, modifications, derivative works, and Service Data. No rights are granted to Customer except as expressly set forth herein.

3.4 Output. "Output" means data, reports, candidate profiles, analytics, and other informational outputs generated by the Services. Output is generated using artificial intelligence and is probabilistic in nature. Output does not constitute a recommendation, decision, or determination regarding employment, hiring, or staffing decisions.

3.5 Service Data. SecondDesk may create, collect, and use aggregated, de-identified data derived from Customer's use of the Services ("Service Data") to improve the Services and for other lawful business purposes, provided such data does not identify Customer or any individual.

3.6 CCPA Sale/Share Provisions. The parties acknowledge that SecondDesk's provision of Personal Information (as defined under the California Consumer Privacy Act, Cal. Civ. Code Section 1798.100 et seq., as amended ("CCPA")) to Customer may constitute a "Sale" or "Share" of Personal Information under the CCPA. Customer shall use such Personal Information solely for the limited purpose of using SecondDesk's recruitment services as permitted under this Agreement. Customer shall comply with all applicable CCPA requirements, including providing required notices and honoring consumer rights requests. SecondDesk reserves the right to take reasonable steps to verify Customer's compliant use and to stop or remediate any unauthorized use of Personal Information.

3.7 Data Processing Agreement. To the extent SecondDesk processes Personal Information on behalf of Customer as a processor (or service provider) under applicable data protection laws, the parties shall enter into a Data Processing Agreement ("DPA"), which shall be incorporated into and form part of this Agreement.

4. PERMITTED USES; PROHIBITED USES

4.1 Permitted Uses. The Services and Platform Data are provided solely for the purpose of identifying, sourcing, and conducting initial outreach to potential candidates for employment opportunities ("Permitted Uses"). Customer shall not use the Services or Platform Data for any purpose other than the Permitted Uses.

4.2 Prohibited Uses: Employment Screening. Customer shall not use the Services or Platform Data as a factor in employment screening, hiring, promotion, reassignment, retention, or termination decisions, or for any purpose that would constitute a "consumer report" under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., or analogous state law. Without limiting the foregoing, Customer shall not use the Services or Platform Data to: (a) evaluate candidate eligibility or suitability for employment, housing, credit, or insurance; (b) conduct background checks; (c) verify credentials or professional standing; or (d) make automated decisions producing legal effects on individuals.

4.3 Deployer Acknowledgment. Customer acknowledges that it is the "deployer" of the Services for purposes of all applicable AI governance, automated decision-making, and employment laws. Customer shall: (a) implement human oversight before any employment decision informed by Output; (b) conduct its own algorithmic impact assessments and bias audits as required by law; (c) provide all legally required notices, disclosures, and consent to candidates; (d) comply with all applicable AI governance, AEDT, anti-discrimination, EEO, and data privacy laws; and (e) not rely on the Services as a substitute for human judgment.

4.4 Human Review Required. Customer shall not use Output as the sole or determinative basis for any employment-related decision without independent human review.

4.5 PHI Prohibition. Customer shall not submit, upload, or transmit any Protected Health Information ("PHI") as defined by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") through the Services. SecondDesk is not a HIPAA covered entity or business associate.

4.6 Assumption of Risk. Customer is solely responsible for all hiring, recruiting, and employment decisions made using or informed by the Services or Output. SecondDesk does not verify the accuracy, completeness, or currency of Platform Data.

4.7 Staffing Firms and Recruitment Agencies. If Customer is a recruitment agency, staffing firm, or similar talent services provider, Customer may use the Services in connection with sourcing and placement services for Customer's clients ("Client Placements"), provided that Customer may not resell, sublicense, or provide direct access to the Services to any third party, and Customer remains fully responsible for compliance with all applicable laws and its client agreements.

5. FEES AND PAYMENT

5.1 Fees. Customer shall pay all fees set forth in the applicable Order Form ("Fees"). Fees shall be invoiced in accordance with the billing frequency and terms specified in the Order Form.

5.2 Payment Terms. Unless otherwise specified in the Order Form, all invoices are due and payable within thirty (30) days of the invoice date. All payments shall be made in U.S. dollars.

5.3 Late Payments. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the date such payment was due until the date paid.

5.4 Taxes. Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all sales, use, value-added, withholding, and other taxes and governmental charges arising from this Agreement, excluding taxes based solely on SecondDesk's net income.

5.5 Non-Refundable Fees. All Fees paid under this Agreement are non-refundable, except as expressly set forth in Section 7.1, in Exhibit A with respect to downtime credits, or as otherwise expressly provided in an Order Form.

5.6 Fee Changes at Renewal. SecondDesk reserves the right to modify Fees for any Renewal Term by providing Customer with written notice at least sixty (60) days prior to the commencement of the applicable Renewal Term. If Customer does not agree to the modified Fees, Customer may elect not to renew by providing written notice of non-renewal in accordance with Section 6.

5.7 Credits. Where the applicable Order Form provides for a credit-based pricing model, unused credits shall roll over from month to month within the then-current Subscription Term. All unused credits shall expire upon the expiration or termination of the then-current Subscription Term, including upon commencement of any Renewal Term, and shall not carry over into any subsequent term. The Order Form may specify different credit terms, in which case the Order Form shall control. Credits are consumed upon delivery of contact information to Customer through the Services. Consumed credits are non-refundable, including where delivered contact information is subsequently determined to be bounced, stale, or otherwise inaccurate.

5.8 Free Trials. SecondDesk may offer a self-serve free trial that provides a limited number of credits (as specified on SecondDesk's website) upon registration with a valid business email address. Free trial accounts are subject to all terms of this Agreement. Free trials do not automatically convert to paid subscriptions; Customer must separately execute an Order Form to continue using the Services after trial credits are exhausted or the trial period ends. During the free trial period: (a) the Services are provided "as is" without the service level commitments set forth in Exhibit A; (b) SecondDesk may suspend or terminate the free trial at any time without liability; and (c) upon expiration or termination of the free trial, Customer shall delete all Platform Data obtained during the trial in accordance with Section 6.3. Negotiated pilot engagements are not governed by this Section 5.8 and shall be set forth in an applicable Order Form.

6. TERM AND TERMINATION

6.1 Subscription Term. The initial term of this Agreement shall commence on the date specified in the applicable Order Form and shall continue for the period set forth therein (the "Initial Term"). Upon expiration of the Initial Term, the Subscription Term shall automatically renew for successive periods of the same duration (each, a "Renewal Term"), unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. The Initial Term and any Renewal Terms are collectively referred to as the "Subscription Term."

6.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' prior written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach in reasonable detail. SecondDesk may terminate this Agreement immediately upon written notice if Customer fails to pay any undisputed Fees when due. Notwithstanding the foregoing, SecondDesk may immediately suspend Customer's access to the Services upon written notice if SecondDesk reasonably believes Customer has breached the restrictions set forth in Section 2. Such suspension shall remain in effect until the earlier of (i) SecondDesk's determination that no breach has occurred or (ii) resolution of the breach to SecondDesk's reasonable satisfaction. Suspension under this Section shall not limit SecondDesk's right to terminate this Agreement for cause.

6.3 Post-Termination Data Obligations. Upon expiration or termination of this Agreement for any reason: (a) Customer's license to all Platform Data shall immediately and automatically terminate; (b) Customer shall immediately cease all use of the Services and Platform Data; (c) Customer shall permanently delete all copies of Platform Data in its possession or control within thirty (30) days and, upon SecondDesk's written request, certify such deletion in writing signed by an authorized officer of Customer; and (d) SecondDesk shall make Customer Data available for retrieval by Customer for a period of thirty (30) days following the effective date of expiration or termination, after which SecondDesk may permanently delete all Customer Data without further obligation.

6.4 Survival. Sections 2 (Restrictions and Responsibilities), 3 (Confidentiality; Proprietary Rights; Data Privacy), 6.3 (Post-Termination Data Obligations), 7 (Warranty and Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 10 (Dispute Resolution), and 11 (Miscellaneous) shall survive any expiration or termination of this Agreement.

7. WARRANTY AND DISCLAIMER

7.1 Limited Warranty. SecondDesk warrants that during the Subscription Term, the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer's sole remedy for breach of this warranty is re-performance of the nonconforming Services or, if SecondDesk is unable to cure the nonconformity within thirty (30) days of written notice, termination of the affected Order Form and a pro-rata refund of prepaid, unused Fees.

7.2 Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, THE SERVICES, PLATFORM DATA, AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." SECONDDESK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SECONDDESK MAKES NO WARRANTY OR REPRESENTATION REGARDING:

1. THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR FREEDOM FROM BIAS OF ANY OUTPUT, OR THE SUITABILITY OF OUTPUT OR PLATFORM DATA FOR EMPLOYMENT, HIRING, OR STAFFING PURPOSES;
2. COMPLIANCE OF THE SERVICES OR OUTPUT WITH ANY AI GOVERNANCE, AUTOMATED EMPLOYMENT DECISION TOOL (AEDT), ANTI-DISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY (EEO), OR OTHER LAW APPLICABLE TO CUSTOMER'S USE;
3. WHETHER CUSTOMER'S USE OF THE SERVICES WILL RESULT IN NON-DISCRIMINATORY OUTCOMES OR BE FREE FROM DISPARATE IMPACT; OR
4. HIPAA COMPLIANCE OR THE ADEQUACY OF THE SERVICES FOR CUSTOMER'S HEALTHCARE PRIVACY OBLIGATIONS.

CUSTOMER ACKNOWLEDGES THAT OUTPUT IS GENERATED USING ARTIFICIAL INTELLIGENCE AND IS PROBABILISTIC IN NATURE. CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF AND RELIANCE ON THE SERVICES, PLATFORM DATA, AND OUTPUT.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Liability Cap. EXCEPT AS SET FORTH IN SECTION 8.4, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CUSTOMER TO SECONDDESK DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 Employment Decision Carve-Out. SECONDDESK SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS ARISING FROM OR RELATED TO CUSTOMER'S EMPLOYMENT, HIRING, OR STAFFING DECISIONS BASED ON THE SERVICES OR OUTPUT, INCLUDING WITHOUT LIMITATION CLAIMS OF DISCRIMINATION, DISPARATE IMPACT, BIAS, OR VIOLATIONS OF AI GOVERNANCE, AEDT, OR EQUAL EMPLOYMENT OPPORTUNITY LAWS.

8.4 Exceptions to Liability Cap. The limitations set forth in Section 8.2 shall not apply to: (a) liability for bodily injury or death; (b) a party's indemnification obligations under Section 9; (c) Customer's breach of the restrictions set forth in Section 2; or (d) either party's breach of its confidentiality obligations under Section 3.

8.5 Basis of the Bargain. The parties acknowledge that the limitations of liability and exclusions of damages set forth in this Section 8 reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between them. The fees charged by SecondDesk reflect this allocation of risk, and SecondDesk would not enter into this Agreement without these limitations.

9. INDEMNIFICATION

9.1 Customer Indemnification. Customer shall indemnify, defend, and hold harmless SecondDesk and its officers, directors, employees, and agents (collectively, "SecondDesk Indemnitees") from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's violation of the use restrictions set forth in Section 2; (b) Customer's employment, hiring, or staffing decisions, including any claims of discrimination, disparate impact, EEO violations, or violations of AI governance or AEDT laws; (c) Customer's failure to conduct bias audits, algorithmic impact assessments, or to implement human oversight as required by applicable law; (d) Customer's submission of PHI or other prohibited content through the Services; or (e) Customer's breach of CCPA obligations regarding Personal Information received through the Services.

9.2 SecondDesk Indemnification. SecondDesk shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (collectively, "Customer Indemnitees") from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Services, as provided by SecondDesk and used within the scope of this Agreement, infringe any third-party intellectual property right. SecondDesk shall have no obligation under this Section 9.2 to the extent a claim arises from: (i) modifications to the Services made by Customer; (ii) combination of the Services with any non-SecondDesk product, service, or data; or (iii) use of the Services outside the scope of this Agreement.

9.3 Indemnification Procedures. The indemnified party shall: (a) provide prompt written notice of any claim to the indemnifying party (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation and assistance at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party or admits fault on behalf of the indemnified party without the indemnified party's prior written consent.

10. DISPUTE RESOLUTION

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

10.2 Tiered Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (a "Dispute") shall be resolved in accordance with the following tiered process:

1. Negotiation. The parties shall first attempt to resolve any Dispute through good-faith negotiation between senior executives of each party. Either party may initiate negotiation by delivering written notice describing the Dispute. The parties shall have thirty (30) days from receipt of such notice to resolve the Dispute through negotiation.
2. Mediation. If the Dispute is not resolved within the negotiation period, either party may initiate mediation administered by JAMS in accordance with its then-current mediation rules. The mediation shall take place in Wilmington, Delaware.
3. Binding Arbitration. If the Dispute is not resolved within sixty (60) days of the initial mediation demand, either party may submit the Dispute to final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be seated in Wilmington, Delaware, and conducted by a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

10.3 Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief, or other equitable remedies, in any court of competent jurisdiction to prevent irreparable harm, including (without limitation) breach of confidentiality obligations or unauthorized use of intellectual property, without first completing the tiered process set forth in Section 10.2.

10.4 JURY TRIAL WAIVER. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10.5 CLASS ACTION WAIVER. EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS WITH THOSE OF ANY OTHER PERSON OR ENTITY, OR TO PARTICIPATE IN ANY PROCEEDING AS A CLASS MEMBER.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement, together with all Order Forms and Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter.

11.2 Amendments. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.3 Assignment. Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of SecondDesk. SecondDesk may assign this Agreement freely, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without Customer's consent. Any purported assignment in violation of this Section shall be void.

11.4 Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind or obligate the other.

11.5 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, or interruptions in telecommunications or internet services.

11.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith a valid, enforceable substitute provision that most nearly reflects the original intent.

11.7 Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

11.8 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by email to the address specified in the applicable Order Form, with confirmation of receipt. Either party may update its notice address by providing written notice to the other party.

11.9 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All waivers must be in writing and signed by the waiving party to be effective.

11.10 Marketing Rights. SecondDesk may use Customer's name and logo on its website and in marketing materials to identify Customer as a user of the Services. Customer may opt out of such use at any time by providing written notice to SecondDesk, and SecondDesk shall remove Customer's name and logo within thirty (30) days of receiving such notice.

EXHIBIT A: SERVICE LEVEL TERMS

This Exhibit A is incorporated into and forms part of the SecondDesk AI Terms of Service (the "Agreement"). Capitalized terms not defined herein have the meanings set forth in the Agreement.

A.1 Uptime Commitment. SecondDesk shall use commercially reasonable efforts to maintain the Services at a rate of at least 99.5% availability per calendar month (the "Uptime Commitment"), measured as total available minutes divided by total minutes in the applicable calendar month.

A.2 Exclusions. The Uptime Commitment excludes the following periods, which shall not be counted as downtime: (a) scheduled maintenance, provided SecondDesk gives Customer at least 24 hours' prior notice via email or the platform; (b) Saturdays, Sundays, and U.S. federal holidays; and (c) downtime caused by Force Majeure events, Customer's systems or networks, or Customer's misuse of the Services.

A.3 Downtime Credits. If the Services experience 45 or more consecutive minutes of unscheduled downtime during a measurement period not otherwise excluded under Section A.2, Customer shall be entitled to a credit equal to 5% of the monthly fees attributable to the affected Service for each such occurrence (each, a "Downtime Credit"). Downtime Credits in any single calendar month shall not exceed an amount equal to one week of the applicable monthly fees.

A.4 Credit Request Procedure. To receive a Downtime Credit, Customer must submit a written request to SecondDesk within thirty (30) days of the end of the applicable downtime event. The request must include the date, time, and duration of the downtime. Failure to submit a timely request shall waive Customer's right to the applicable Downtime Credit.

A.5 Sole Remedy. DOWNTIME CREDITS ISSUED UNDER THIS EXHIBIT A ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND SECONDDESK'S ENTIRE LIABILITY, FOR ANY FAILURE TO MEET THE UPTIME COMMITMENT. Downtime Credits shall be applied against future invoices and are not redeemable for cash. No Downtime Credits shall be issued after termination or expiration of the Agreement.

EXHIBIT B: SUPPORT TERMS

This Exhibit B ("Support Terms") is incorporated into and forms part of the Terms of Service (the "Agreement") between SecondDesk and Customer. Capitalized terms not defined herein have the meanings set forth in the Agreement.

B.1. SUPPORT CHANNELS. SecondDesk shall provide technical support for the Services exclusively via email at the support address designated by SecondDesk from time to time (the "Support Channel").

B.2. SUPPORT HOURS. Support is available during business hours: 9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding federal holidays observed in the United States ("Business Hours"). Support requests received outside of Business Hours will be deemed received at the start of the next Business Day.

B.3. RESPONSE TIMES. SecondDesk shall use commercially reasonable efforts to provide an initial response to all support requests within two (2) Business Days of receipt. Response times are measured from the time a support request is received during Business Hours. An initial response may include acknowledgment of the issue, a request for additional information, or a proposed resolution.

B.4. SCOPE OF SUPPORT. Support covers: (a) questions regarding the use and functionality of the Services; (b) troubleshooting of errors or issues within the Services; and (c) guidance on configuration and account settings. Support does not include: (i) customization, integration, or professional services (which may be procured under a separate statement of work); (ii) issues arising from Customer's misuse of the Services or breach of the Agreement; or (iii) issues caused by third-party systems, networks, or software not provided by SecondDesk.

B.5. CUSTOMER OBLIGATIONS. Customer shall designate a primary contact authorized to submit support requests and shall provide reasonable detail regarding any reported issue, including steps to reproduce the issue where applicable.

B.6. SOLE REMEDY. The support obligations set forth in this Exhibit B represent SecondDesk's sole obligation with respect to technical support for the Services, except as otherwise expressly provided in the Agreement.