Thank you for using EverWorker!

Please read the Privacy Policy carefully before using Our Service.

NextCRM, Inc. (d/b/a EverWorker) is the provider of EverWorker AI software and owns and operates the EverWorker website (https://everworker.ai) (the “Website”). We are committed to your privacy. We have created this Privacy Policy (the "Policy") to inform you about the ways in which the Company collects, stores, and handles your personal information when you visit our Website and when we provide our products and services to you (referred to collectively as the “Services”). This policy applies to NextCRM, Inc. and to its affiliates that provide the Services (collectively referred to as “we”, “our”, “us” or as the "Company"). Personal information about you, whether referred to as personal information, personal data, or personally identifiable information, as defined by applicable regulations, is referred to in this Policy collectively as “personal data”. References to “you” or to “User(s)” refer to the person using the Services, visiting the Website, or otherwise interacting with us.

Please note that our Website may contain links to other websites that are not operated by us. If a User clicks on a third-party link on our Website, the User will be directed to that third party's website. We strongly recommend that you review the privacy policy of each website that you visit. We have no control over, and assume no responsibility for, the content, privacy policies, or practices, of any third-party websites or services.

1. This Policy applies to the Services and to related activities such as those described below:

• Managing your account and relationship we have with you as our customer or as a User
• Direct sales, advertising, and marketing activities that we may provide to you
• Sales and marketing activities from our authorized partners, including resellers, platform partners, distributors, and third-party marketplaces
• Your participation in our training or certification programs
• Your attendance or participation in our partner events
• Your use of our services and software application products
• Your visits to and use of our Website

2. Company may act as either a data processer or a data controller of your personal data.

Under the General Data Protection Regulation (GDPR) and similar data protection laws, we may act either as a data controller or a data processor, depending on the context in which personal data is collected and used.For enterprise customers, our processing as a data processor is governed by a Data Processing Agreement (DPA). For individual users, we act as the controller of your account and related information.

When We Act as Controller

When we collect personal data directly from you—for example, when you create an account, sign up for communications, or use the Services as an individual subscriber—we act as a data controller. This means we determine the purposes and means of processing your personal data, typically relying on contractual necessity, legitimate interests, or consent as our lawful basis (see Section 6 for details).

When We Act as Processor

When we receive personal data from one of our business customers (such as your employer) in order to provide our Services, we act as a data processor and our business customer acts as the controller. In this capacity, we process personal data only on documented instructions from that customer and only for the limited purposes of providing the Services, unless otherwise required by law. The customer, as controller, is responsible for ensuring that a valid lawful basis exists for the underlying processing of your personal data and for providing all required notices to data subjects.

Scope of This Policy

This Privacy Policy applies in both contexts:
• Website visitors and individuals who interact with our marketing, communications, and events — we act as controller; and
• Users of our products and services, including software applications — we may act as processor on behalf of customer controllers. Where we act as processor, processing is governed by this Policy and the customer’s written instructions, unless otherwise required by law.

Our Data Processing Commitments

When acting as a processor, Company complies with GDPR Article 28(3) and other applicable data-protection laws. Specifically, we will:

• Process personal data only on documented instructions from the customer (controller);
• Ensure confidentiality and implement appropriate technical and organizational security measures;
• Assist controllers in fulfilling their obligations regarding data-subject rights and security incidents, including prompt notification of any personal-data breach;
• Engage subprocessors only under written contracts imposing equivalent data-protection obligations;
• Upon termination of the Services, delete or return personal data, at the controller’s choice, unless retention is required by law; and
• Make available information necessary to demonstrate compliance with these obligations.

Addendums may be incorporated into this Policy to provide further information about our role as controller or processor with respect to particular Services. These Addendums are listed at the end of this Policy or at the link provided.

Data Processing Addendum (DPA):

Where we act as a data processor on behalf of our enterprise customers, our processing of personal data is governed by our Data Processing Addendum, which forms part of the customer’s agreement with NextCRM, Inc. The DPA reflects our commitments under Article 28 of the GDPR and similar laws. The DPA is available to enterprise customers and prospective customers upon request. To request a copy, please contact us at privacy@everworker.ai

3. Categories of personal data and Information that we collect.

We may collect, store, and use personal data in the following categories:

• Contact information such as your name, email address, phone number, title, professional details, and employer's name.
• Information about our users' experiences with products, services, events, webinars, and online forums and communities.
• Contact information derived from your interactions with us, such as with our customer support team.
• Contact Information about prospective customers collected from our events, trade shows, and partners.
• Payment information for purchases with Company.
• Audio and visual information, such recordings of some calls, meetings and events.
• Additional details customers, candidates, and participants at events sponsored by us including:
  • Identity documents and other personal data collected solely to authenticate the candidate's identity and for security purposes such as photographs.
  • Personal data submitted for accommodations (such as information about health or language concerns).
• Other personal data may be collected in connection with our Services, as described in a relevant Service-specific Addendum.
• Usage information related to the use of Company products and services, including information about users of the products and services, such as unique browser identifiers, IP address, browser and operating system information, device identifiers, and other user device information.
• We do not collect, process or store Sensitive Personal Information (“SPI”) including biometric and health scan data.

4. How we collect personal data.

Personal data is obtained directly from you or your employer. We also may receive personal data from our partners (which include resellers and distributors), third-party marketplaces where our products are offered data brokers (such as Dun & Bradstreet), marketing companies, interactions with our website, referrals from other customers and users, publicly available sources such as company websites and LinkedIn. Company collects certain categories personal data when you visit our website.

5. How we use and share personal data.

We use and share personal data for the following purposes:

• To analyze, improve, and develop Company products and Services
• To interact with our subprocessors that support data collection, analysis, and reporting features and functionality
• To provide our products, Services, events, websites, communities, training, and other business offerings
• To process payments and manage accounts
• To manage our relationships with customers, partners, resellers, distributors, event attendees, investors, and others (which may involve sharing personal data with them)
• For marketing, advertising, and other communications (including customizing those communications for specific recipients)
• To provide a third party (such as an employer) with confirmation or denial of an individual's claimed certification status
• For surveys and other market research
• For security, IT management, and related research
• To enforce the legal terms that govern our business and commercial relationships (for example, we may share personal information with the opposing party, judge or arbitrator in a dispute when required by law)
• To provide security and business continuity
• To follow the law, or in other cases where we believe that using or disclosing the data is appropriate to protect the rights, safety, and property of Company or others (for example, when required to make disclosures in response to lawful requests by public authorities, such as to meet national security or law enforcement requirements)
• For an actual or contemplated business sale, merger, consolidation, change in control, transfer of substantial assets, or reorganization, or due diligence in anticipation of such an event (for example, if a company were to acquire Company, it may also acquire the personal data we hold)
• For other purposes requested or permitted by our customers or users

We may share personal data for the purposes listed above with the following:

• our affiliates
• our customers
• third parties that assist us, such as our partners, event providers, payment processors, marketing providers, testing providers, analytics providers, providers of technical services (e.g., providers of data storage, data backup, and customer database systems), and other subcontractors;
• joint marketing partners
• security researchers
• employers and others who seek verification of an individual’s claimed certification status
• entities involved in dispute resolution (such as an arbitrator or an opposing party)
• entities involved in potential or actual significant corporate transactions or events (such as those described in the second-to-last item in the list of uses and disclosures above)
• governmental entities

These uses and disclosures are also subject to our contractual obligations. All service providers, contractors, and subprocessors that may access personal data are bound by written contracts that restrict their use of personal data to specified business purposes, prohibit sale or sharing of personal information, require compliance with applicable privacy laws, and provide audit rights.

6. What is the legal basis that applies to our use of personal data?

The laws in some jurisdictions require data controllers to tell you about the legal grounds that allow them to use or disclose your personal data. Where those laws apply, our legal grounds are:

• Legitimate Business Interests: We handle personal data because it furthers the legitimate business interests of Company (or of our customers, business partners, or suppliers) in the activities we engage in to run our business and provide you with Services, including those listed below, and because that handling of data does not unduly impact your interests, rights, and freedoms:
  • Providing cybersecurity and managing information technology assets;
  • Protecting business activities, individuals, and property;
  • Providing customer service;
  • Marketing and advertising (including sending certain direct marketing);
  • Analyzing and improving business activities;
  • Managing risks and legal issues.
• To perform contractual commitments: Some of our handling of personal data is necessary to meet our contractual obligations to individuals, or to take steps at the person's request because we are planning to enter into a contract with that person or their company. For example, when we process an individual’s payment data for a training program, we are relying on this basis.
• Consent:
  • If the law requires consent, and in some other cases, we handle personal data on the basis of consent. For example, we conduct some of our direct marketing on the basis of consent.
  • If the law requires explicit consent, we use personal data on that basis.
  • If the law allows, we may be able to infer consent from the circumstances.
• Legal compliance: We sometimes need to use and disclose personal data to comply with our legal obligations.
• Legal claims: Sometimes we use or disclose personal data because it is necessary to establish, exercise, or defend legal claims.
• See the Data Inventory Summary (Addendum A) for additional information.

7. What Personal Data rights and choices (including direct marketing opt-out) are available?

We offer the options below for exercising your rights and choices about how we use your personal data. Many of these are subject to important limits or exceptions under applicable laws.

• You may review and update certain information by logging into the relevant Company websites or online services.
• Our marketing email messages, and certain other communications include instructions about how to unsubscribe, which you can use to limit or stop those communications. Opt-out processes may take some time to complete, but we will work to meet your request as quickly as possible. You cannot opt out of certain communications (such as account related or billing- related communications.)
• You can exercise opt-out rights, object, or withdraw consent in relation to our use of certain cookies and certain similar technologies as described below.
• The law of your jurisdiction (for example, within certain States such as California, or international locations such as the United Kingdom and European Economic Area) may give you additional rights to request access to, correction of, or deletion of certain personal data we store. In some cases, you may be entitled to receive a copy of the personal data you provided to us in portable form or to request that we share it with a third party. The law may also give you the right to request restrictions on the use of your personal data, to object to our use of your personal data, or to withdraw your consent to use your personal data (which will not affect the legality of any processing that happened before your request takes effect). Section 16 below explains how to contact us to make these requests.
  • For example, people who live in the United Kingdom or European Economic Area (and certain other people) have the right to opt out of our use of personal data for direct marketing. They can exercise their rights to opt out, or to object to other processing, by contacting us as described below.

• For more information about Californians’ privacy rights under California law, please see Section 13 below.

YOUR RIGHTS UNDER CHAPTER III, ARTICLES 15 – 21 OF THE GDPR AND OTHER REGULATORY ACTS:

You have the following rights in connection with the processing of personal data by Us (the exercise of each of the following rights is carried out at the request of the User(s)):

• Submit a request to Us for access to the personal data of the User(s) (generally known as a “data subject access request”). This will allow the User(s) to obtain a copy of the personal data We hold about such User(s) and to verify that We are processing it lawfully.
• Request correction of the personal data We store about the User(s). This will allow the User(s) to correct any incomplete or inaccurate information that We store about the User(s).
• Request for deletion of personal information of the User(s). This allows the User(s) to ask Us to delete personal information if there are no compelling reasons for its further processing. The User(s) also have the right to ask Us to delete personal information if the User(s) have exercised their right to object to processing.
• Object to the processing of the User(s) personal data when We rely on a legitimate interest (or the interest of a third party) and there is something specific to the situation that makes the User(s) object to the processing on this basis. The User(s) also have the right to object if We process personal data for direct marketing purposes, for example, in our recruitment campaigns.
• Request to restrict the processing of personal data of the User(s). This allows the User(s) to request Us to pause the processing of personal data, for example, if the User(s) wants Us to check its accuracy or the reason for processing.

You may contact us with any concerns or complaints regarding our privacy practices, and you also may submit a complaint to the relevant governmental authority. For your protection, we will only implement requests with respect to personal data after we have verified your identity to our satisfaction, taking into consideration the nature of your request.

8. Does the personal data go to other countries?

We store and process personal data in the United States and the European Union. When we transfer personal data from the EEA, UK, or Switzerland to countries not subject to an adequacy decision, we rely on the European Commission’s 2021 Standard Contractual Clauses together with, where applicable, the UK Addendum and Swiss Addendum. You may request a copy of these safeguards by contacting privacy@everworker.ai. Personal data may, in limited circumstances, be accessed by law-enforcement authorities in accordance with applicable law.

9. Use of cookies and similar technology.

When accessing the Company website, Company and third-party partners of Company may collect certain information by automated means such as through the use of cookies, web beacons, JavaScript, mobile device functionality and similar computer code. Cookies are files that contain data, such as unique identifiers, that may be transferred to and from your device when you visit a web page. More details about our use of Cookies and how you can opt out and manage cookies is found in the Company Cookie Policy located at: https://everworker.ai/legal/cookie-policy

10. How long does Company store personal data?

We will retain personal data as long as necessary to fulfill the purposes outlined in this Policy unless the law requires us to keep it for a longer period of time. To provide security and business continuity for the activities described in this Policy, we make backups of certain data, which we may retain for longer than the original data.

We store your personal data in Our internal Customer database. Retention periods vary by data type and purpose, as detailed in Addendum A. We do not retain personal data longer than necessary for the stated purposes.

Notice: User(s) may request that Company not store personal data by sending Us a request to support@everworker.ai. We will take all reasonable measures to delete all personal data about such User(s). However, with the explicit consent of the User, we may retain a streamlined version of their profile, including their email address, for future purposes, enabling us to keep the User informed about our recruitment campaigns or marketing offers.

11. How do we provide security for personal data that we handle and store?

We take the security of data seriously and although we cannot guarantee that data that we collect can be protected from all possible threats, we have put in place physical, technical, and administrative safeguards to protect your data.

In accordance with Article 32 of the EU General Data Protection Regulation (GDPR) and similar laws, we maintain a comprehensive set of technical, organizational, and administrative safeguards designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

Technical and Organizational Measures. We employ the following categories of security measures, proportionate to the risks presented by our processing activities:

• Encryption: All personal data transmitted over public networks is encrypted using modern Transport Layer Security (TLS 1.2 or higher). Personal data stored in our databases and cloud environments is encrypted at rest using industry-standard encryption algorithms (AES-256 or equivalent).
• Access Controls: Access to personal data is limited to authorized personnel based on the principle of least privilege. All staff and contractors with access to personal data are bound by confidentiality obligations. Multifactor authentication (MFA) and strong password controls are required for system access.
• System and Network Security: Our systems are protected by firewalls, intrusion detection and prevention systems, and continuous monitoring. We apply regular software patching and vulnerability management to mitigate known threats.
• Data Resilience and Continuity: We maintain redundant systems and encrypted backups to ensure that data can be restored in the event of accidental loss, hardware failure, or other incidents. Backups are tested periodically for integrity and restoration capability.
• Incident Detection and Response: We maintain an Incident Response Plan that includes procedures for identifying, investigating, and mitigating security incidents. If a personal data breach occurs, we will notify affected customers or supervisory authorities without undue delay, as required by law.
• Subprocessor and Vendor Oversight: All subprocessors are contractually required to implement equivalent security controls and undergo periodic security and privacy assessments.
• Employee Awareness and Training: All employees receive mandatory security and privacy training at onboarding and periodically thereafter, covering secure data handling, phishing awareness, and incident reporting.

• Testing and Review: We regularly assess the effectiveness of our security measures through internal audits, vulnerability scans, and third-party penetration testing. Findings are tracked and remediated in accordance with our internal security governance process.
• Continuous Improvement. While no system can guarantee absolute security, the Company’s information security program is designed to maintain ongoing confidentiality, integrity, availability, and resilience of processing systems and services. Security controls are reviewed at least annually, and updates are implemented as technology and regulatory expectations evolve.

12. How do we handle information that is not personal data?

Our use and disclosure of non-personal data is not subject to this Policy, however, if you or your employer has entered into a contract or non-disclosure agreement with us, confidential non-personal data will always be protected from disclosure as provided for in the applicable agreements. If applicable law and our contractual obligations allow, we may aggregate or de-identify your personal data so that the information cannot be linked to you.

13. YOUR RIGHTS UNDER THE CALIFORNIA CONSUMER PRIVACY ACT AND (“CCPA”) THE CALIFORNIA PRIVACY RIGHTS ACT (“CPRA”).

The CCPA and the CPRA provide additional rights to residents of California regarding personal data collection and use practices.

13.1 Categories of personal information collected.

We identify below the categories of personal information that we have collected about our users in the last 12 months, using the categories provided in the CCPA:

• Identifiers
• Customer Records Information
• Commercial Information
• Internet or Other Electronic Network Activity Information
• Geolocation Data
• Professional or Employment-related Information

For more detail on the information we collect, including the sources we receive information from, please refer to Sections 3 and 4 above. We collect and use these categories of personal information for the business purposes described in Section 5 above.

13.2 Categories of personal information shared with our Partners.

Company does not sell your personal information to any third party for monetary consideration. Under the CCPA, however, the term "sell" could include sharing of personal information with partners where Company may obtain a commercial benefit. This might include sharing of personal information with Company's implementation or reseller partners, for example. We identify below the categories of personal information that we have provided to our partners in the last 12 months, using the categories provided in the CCPA:

• Identifiers
• Customer Records Information
• Commercial Information
• Internet or Other Electronic Network Activity Information
• Geolocation Data
• Professional or Employment-related Information

13.3Rights of California residents.

California residents are entitled to the following rights under the CCPA. To exercise any of the rights, please submit a request to the email address or call our toll-free number set forth in Section 16. In the request, please specify which right you are seeking to exercise and the scope of the request. We will confirm receipt of your request within 10 days. We may require specific information from you to help us verify your identity and process your request. If we are unable to verify your identity, we may deny your requests to know.

1. Right to Know.You have the right to know certain details about our data practices in the past 12 months. In particular, you may request the following from us:
   The categories of sources from which the personal information was collected;
   1. The categories of personal information about you we disclosed for a business purpose or sold;
   2. The categories of third parties to whom the personal information was disclosed for a business
      
   3. purpose or sold;
   4. The categories of personal information we have collected about you;
   5. The business or commercial purpose for collecting or selling the personal information; and
   6. The specific pieces of personal information we have collected about you.
      
   
   
2. Right to Delete. You have the right to request that we delete the personal information we have collected from you in the last 12 months. We may require specific information from you to help us verify your identity and process your request. If we are unable to verify your identity, we may deny your request to delete. If we deny your request, we will explain the reason why in our response.
   
3. Right to Correct.You have the right to request correction of inaccurate personal information we maintain about you.
   
4. Right to Opt-Out.You have the right to tell us not to sell your information at any time. If you are a California resident and we know you are under 16 years of age, we will not sell your personal information unless (i) you are 13 years of age or more and have provided opt-in consent and confirmed that choice, or (ii) you are under 13 years of age and your parent or guardian has provided affirmative authorization of that sale. We recognize and process Global Privacy Control (“GPC”) and other opt-out preference signals as valid requests to opt out of sharing or targeted advertising.
   
5. Right to Limit the Use of Sensitive Personal Information.We do not collect, store, or process, sensitive personal information, although we may process account-authentication data (user credentials) and, where applicable, limited geolocation used for security verification.
6. Right to Non-discrimination.You have the right not to receive discriminatory treatment by us for exercising any of your rights.
   
7. Authorized Agent.You can designate an authorized agent to submit requests on your behalf. However, we will require written proof of the agent's permission to do so and verify your identity directly.

14. Changes to the Privacy Policy.

In the event of changes in the law, our data handling practices, or for other reasons, Company reserves the right to update and change this Policy at any time, by updating and publishing the revised Privacy Policy on the Website. The date at the top of this Policy reflects the last revision. Archived versions are available upon request.

15. Children’s Privacy

Our Services are not directed to children under the age of 18. We do not knowingly collect personal information from children under this age. If we become aware that we have collected such information, we will delete it promptly. Parents or guardians who believe their child has provided us with information may contact us at support@everworker.ai and we will take appropriate steps to delete this personal data from Company servers.

16. How to contact us.

If you have any questions or wish to exercise your rights under the GDPR, the CPRA/CCPA, or other applicable privacy laws, you may send notice by email to Company at support@everworker.ai, or if you are in the United States, you may call us at: +1 475 284 4287.

You may also send a written notice to us at the following address:

NextCRM, Inc. (d/b/a EverWorker)

Attn: Privacy

573 Indian Field Road

Greenwich, CT 06830

Data Protection Officer (DPO): Pavel Dibin, CISO

Contact Email: privacy@everworker.ai

EU and UK Representative:  We value your privacy and your rights as a data subject and have therefore appointed Prighter Group with its local partners as our privacy representative and your point of contact for the EU and the UK. For EU residents, you may lodge a complaint with your local supervisory authority or with the Austrian Data Protection Authority (DSB), Prighter’s lead EU authority.

To contact Prighter please visit the following website: https://app.prighter.com/portal/11182571312

ADDENDUM A

DATA INVENTORY SUMMARY

The following table summarizes the types of personal data we process, the purposes for which we process it, the lawful bases under GDPR Article 6, our general retention periods, and the categories of recipients. For enterprise customers, additional details appear in our Data Processing Agreement available upon request.

Thank you for using EverWorker!

Please read these Terms of Use carefully before using Our Service.

1. Introduction

“NextCRM, Inc. (d/b/a EverWorker)” (hereinafter - the “Team”, “We”, “Our” and “Us”) offers to natural person, corporate or unincorporated body (whether or not having separate legal personality) (collectively, “You” or “Your”) the services listed below under the section “OUR SERVICES” (hereinafter - the “Services”).

These Terms of Use (hereinafter - the “Terms”) govern Your use of Our Services, which are currently available at https://everworker.ai/ (hereinafter - the “Website”). “NextCRM, Inc. (d/b/a EverWorker)”, the owner and operator of the Website.

In order to use Our Services, You must agree to all the Terms set forth below, without any objections or modifications to the Terms or to any operating rules and policies. By accepting these Terms, You also must agree with Our the Privacy Policy, available at https://everworker.ai/privacy-policy. Please read Our Privacy Policy to know what data We collect, process, use, and share about You and the lawfulness of such Our actions.

You automatically agree to these Terms (i.) by providing your personal consent through a pop-up questionnaire (by clicking the “Accept” button) on Our Website or by making the appropriate settings in Your Web browser, and/or (ii.) through Registration on Our Website (as described below), and/or (iii.) when You interact with our Website (including by filling out the “Contact Us” form, available at Our Website).

Note: By using Our Services, You agree, on behalf of yourself and all members of Your household and others who use any Service under Your registration number (account), to be bound by all of these Terms. Please read these Terms carefully before accessing or using Our Services. If You do not agree to the Terms and Our policies, You may not access or use Services.

1.1. Definitions

• Account: A registered user's personal account that provides access to the Services and its features.
• Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• Content: Any data, information, text, images, videos, or other materials that can be posted, uploaded, linked to, generated, or processed by the Services, regardless of the form in which it is made available by you.
• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to NextCRM, Inc. (d/b/a EverWorker), 251 Little Falls Drive, Wilmington, DE 19808
• Country refers to: USA
• Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
• Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
• Free Subscription refers to a limited period of time that may be free when purchasing a Subscription.
• Personal Data: Any information relating to an identified or identifiable natural person, as defined by applicable data protection laws.
• Privacy Policy: A separate document that outlines how EverWorker collects, uses, and protects personal data obtained from users of the AI Tool.
• Promotions refer to contests, sweepstakes or other promotions offered through the Service.
• Services: Refers to the software or application provided by EverWorker that utilizes artificial intelligence technology to perform specific functions or tasks.
• Subscription: A paid plan or arrangement granting access to premium features or services offered by the Company on a subscription basis to you.
• Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
• Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
• Third-Party Services: External services, platforms, or applications integrated with or utilized by the Services, which may include but are not limited to APIs, databases, or authentication services.
• Website refers to EverWorker, accessible via https://everworker.ai/
• You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
• User: Any individual or entity that accesses or uses the Services provided by EverWorker, including:
• AI Users: These are individuals or organizations that utilize ready-made AI solutions and services provided by EverWorker for analytics, marketing, or operations without modifying its core functionality.
• AI developers: These are the professionals who participate in technical creation, maintenance, and enhancement of AI solutions that EverWorker offers, e.g. through creation of custom multi-agent models.

1.2. OUR SERVICES

We offer the following range of the “Services” on Our Website, such as the “EverWorker” product with artificial intelligence technology to perform certain functions and/or tasks, or other customized services for businesses and developers, including, EverWorker AI Studio, Benchmark tool, Memory Management and other products developed by Us.

In detailing the Services, We offer cloud-based AI models, workflows, programs, datasets, user interface modules and other materials (collectively, the “Website Content”) via Our Website to You as a developer (the one who creates Generative AI applications via the “EverWorker” product) or to You as a user (the one who uses the “EverWorker” product). This Website Content is developed and maintained directly by Us and is part of Our Services, but may be developed and maintained by You or third parties through Our “EverWorker” product. In this case, We do not control or guarantee the quality or delivery of the Services to You as a developer, but We are always in touch to resolve any technical issues with Our Services. Your use of any Website Content is governed by these Terms and may also be subject to additional terms and conditions set by third-party providers (please note “THIRD-PARTY LINKS”).

In case You are interested in receiving individual services from Us such as: Application Programming Interface service integration, deployment, partnerships, consulting services etc., please contact Us via the above-mentioned way, or by writing to Us at support@everworker.ai. In this case, We will stipulate the terms of such services in a separate master service agreement, etc. (i.e., these Terms of Use will not govern such services of Ours), and then We reserve the right to offer you any of Our services.

Note: Our Services are intended exclusively for persons over 18 years of age (this fact is confirmed by the person personally confirming that they are over 18 years old by clicking the appropriate “Yes” button on the survey pop-up on Our Website), except if a parent or guardian of a person under the age of 18 (if the person clicks “No” in the pop-up survey on Our Website) gives that person written permission to allow them to use Our Services (which the person under the age of 18 and/or the person's parent or guardian sends to Us for approval via Our email), subject to the provisions of Our Privacy Policy. If We discover that such person under 18 years of age is using Our Services, We will take all appropriate steps to prohibit such person from using Our Services and notify such person under 18 years of age via email that such person needs to provide Us with written permission from such person's parent or guardian in order to continue using Our Services (if We have the person's email address).

2. REGISTRATION TO USE OUR SERVICES

To start receiving the Services that come in a subscription format, You need to perform one of two actions (or both, if You wish): (i.) request a consultation by filling out the “Contact us” form located in the center of the main page of Our Website, and We will contact You in any way convenient for You; or (ii.) by clicking on the “Try free” button located in the upper right corner on all pages of Our Website to start using Our Services according to the chosen “developer” or “user” model.

The basic registration (account creation) process for using the "EverWorker" product is as follows: (i.) click on the “Try free” button (as described above) and You will be redirected to the relevant page on Our Website for registration (available at https://studio.everworker.ai/signin), (ii.) You will be required to provide mandatory full information, such as Your full name, email address, password and banking data (either immediately or after the end of the "Trial (Free)" version of the subscription as described below); and optionally, additional information, such as Your attitude to artificial intelligence and Your primary uses of the Services, which, together with Your account information, is protected by our Privacy Policy.

Beyond the basic registration process, You can sign up (create an account) using single sign-on (hereinafter - the “SSO”) with third-party services (e.g., GitHub, Gmail, etc.). SSO is provided for authentication purposes only. When You use SSO with third-party services, You provide Us with Your data required for the basic registration process (account creation).

Note: Under any registration method, You are solely responsible for keeping Your account password confidential and for all activities that occur under Your account. You must not disclose your password to any third parties, and You must take all necessary measures to protect Your login credentials.

3. PAYMENTS FOR OUR SERVICES

The subscription to Our Services is calculated for a month with the possibility of prolongation, provided that you make periodic payments for the Services that You wish to use after using the "Trial (free)" version of the subscription, which begins on the day of completion of registration (using the method described in the previous section).

The "Trial (free)" version of the subscription means that immediately after creating Your account, You will receive a free credit of 10 (ten) USD in the form of tokens. You will need this token when using the "EverWorker" product, as each interaction with the AI tool, whether input or output, will consume a corresponding number of tokens. You may continue to use the "EverWorker" product freely until the allocated tokens of 10 (ten) USD are used up. You agree that We are not responsible for the fact that You do not receive the correct amount of Our Services, as the "Trial (free)" version of the subscription is intended to introduce You to Our Service.

Note: We will not bill You until the "Trial (free)" version of your subscription expires.

Upon completion of the "Trial (free)" version (i.e., the tokens allocated by Us for the "EverWorker" product test in the amount of 100 (hundred) USD), in order to continue using the "EverWorker" product, You will have to purchase tokens, i.e., pay for the "Paid" version of the subscription in the appropriate amount of payment for the type of the selected "Paid" version of the subscription, which is valid for 1 (one) month from the date of purchase, but may be terminated earlier if the tokens in Your personal account in the "EverWorker" product for the type of "Paid" subscription You have purchased have expired due to Your use of our "EverWorker" product. In this case, You may purchase additional tokens in order to continue using Our Services.

Note: By using Our Services on a "Trial (Free)" version and/or a "Paid" subscription, You have the right to: (1) cancel Your subscription at any time from the settings page of Your account; or (2) contact Us, and We may terminate Your subscription, transfer You to another plan, or delete Your account within 14 days.

Payment for the "Paid" version of the subscription can be made in one of the following ways:

(i.) upon completion of the "Trial (free)" version of the subscription, We will offer You the cheapest type of "Paid" version of the subscription and automatically make a payment (billing) for this type of subscription via invoice from the bank account details You provided during registration or upon completion of the "Trial (free)" version. If for any reason automatic billing does not occur, We will issue an electronic invoice indicating that You must make a manual payment within a certain deadline with full payment corresponding to the billing period as indicated on the invoice; or

(ii) You will make Your own payment for the respective "Paid" version of the subscription You have chosen and each subsequent payment for the "Paid" version of the subscription package You have chosen on the last day of the previous type of the respective subscription.

Unless You have canceled Your subscription, or We have canceled (for more information, see "FAILED CHARGES"), You will be automatically billed the applicable subscription fee for the type of subscription You selected on an ongoing basis. As such, you will be billed on a regular and recurring basis (e.g., daily, weekly, monthly, or annually) depending on the type of subscription plan You selected when You purchased the "Paid" version of the subscription package type. You confirm and assure Us that We shall not be liable for any interruption in the use of Our Services if You provide inaccurate or outdated banking information that results in Your inability to make payments to Us.

Note: Except as otherwise required by law, the payment of a subscription fee is non-refundable. Certain requests for refunds of subscription fees may be considered by Us on a case-by-case basis and will be granted at Our sole discretion.

3.1. SETTLEMENT METHOD:

• For payment processing, We are typically using Stripe.com (this includes major credit and debit cards such as Visa, MasterCard, American Express, and Discover);

The price of the plan and credit packages are quoted in USD, excluding taxes inherent in Our receipt of such revenue (e.g., “Sales Tax”, etc.), which, like all bank fees, are paid by You. Depending on the payment model You choose, the total price for the plan and/or credit packages You select will be shown on the invoice that You must pay to start or continue using Our Services.

Note: We do not compensate (refund) any funds paid by You for the use of Our Services within the chosen plan and/or credit packages. However, You retain the right to use Our Services for which You have paid until the end of such paid subscription, unless Your account is deleted by You or Us.

To discuss the payment model with Us in more detail, if You wish, please email Us at support@everworker.ai. Additionally, please, be sure to read our Privacy Policy.

3.2. FEE CHANGES

We, in Our sole discretion and at any time, may modify the subscription fees for any plan, as well as the terms and duration of the "Trial (free)" subscription period, or cancel it altogether.

We will provide You with at least 30 (thirty) calendar days' reasonable advance notice by email or notice on the Website of any change in the price of a subscription prior to the scheduled date of the change in the price of Our Services to give You the opportunity to terminate or change Your subscription before the change becomes effective.

Note: The updated prices will become effective on the next billing cycle following the notice period. Your continued use of the Services after the subscription fee change comes into effect constitutes Your agreement to pay the modified subscription fee amount.

3.3. NON-PAID FEES

In the event of non-payment (on each first banking day of the current month for the next month), or delay in payment of more than 7 (seven) banking days, We reserve the right to: (1) declare all amounts owed to Us to be overdue and subject to immediate payment, and/or (2) immediately suspend access to the Services until the debt is paid in full (i.e., temporarily deactivate Your account), and/or (3) We may temporarily disconnect You from using Our Services if You have not paid within 7 (seven) banking days (i.e., temporarily deactivate Your account), until payment is made.

Note: As soon as You have made the appropriate payment for the plan You have chosen for Our Services, We will unlock the possibility for You to continue to use Your paid plan of the Services in full.

4. TERMINATION AND SUSPENSION OF OUR SERVICES

Termination and suspension of the use of Our Services is carried out: (1) by Us when Your actions endanger the reputation of Our Company “NextCRM, Inc. (d/b/a EverWorker)”, or You have committed other violations of the Terms (We reserve the right to decide whether Your actions constitute a violation), or (2) when You fail to pay for the type of "Paid" subscription You have chosen (as described above), or (3) when You request Us (by writing to Us at support@everworker.ai) to temporarily suspend Your account or delete Your account with a written explanation of the reason for such action, or (4) when You delete Your account yourself in Your account settings.

Upon termination of the subscription, You will lose access to the Services upon expiration of the subscription. There are no refunds for unused Services, although You will be able to use the paid package of Services until the end of the subscription period.

The licence to use the Website Content as a result of Your receipt of Our Services associated with Your account will be cancelled upon termination of Your subscription. Upon termination, certain provisions, such as Your obligations to pay or indemnify Us, and any limitations on Our liability, will continue to apply.

Note: Suspension of Your rights to the Services or termination (blocking) of Your account by Us may occur immediately if Your use creates security risks or adversely affects Our or others' systems, is liable, fraudulent, violates these Terms, involves non-payment, or if You are facing legal or financial difficulties, such as bankruptcy. However, during any suspension, You will remain liable for any accrued charges, and You will not receive any Service credits during the suspension period or in the future for that period.

5. YOUR OBLIGATIONS WHILE USING OUR SERVICES

With the "EverWorker AI Studio": (i.) during the use of Our Services (subject to payment if it is a "Paid" subscription), You are granted a worldwide, non-exclusive license to use and share the results obtained as a result of Your use of Generative AI within the Services for any lawful purpose, provided that it complies with these Terms, and applicable intellectual property and privacy regulations; (ii.) before deployment, You must thoroughly test Your multi-agent systems using the tools provided by the studio, ensuring compliance with both EverWorker's internal standards and relevant external regulations; (iii.) deployment of the developed solution is performed in compliance with all security protocols and regulatory requirements; (iv.) follow the guidelines provided for creating a collaborative model, ensuring fair and clear distribution of rights among multiple participants.

In the "Model Marketplace": (i) list only those models that are legally owned and properly licensed, providing accurate descriptions and use cases; (ii) use purchased or downloaded models for the purposes permitted by the relevant license or terms specified by the model creator; (iii) provide honest and respectful feedback on the listed models to help the community understand their usefulness.

In "Community Engagement", including in our “EverWorker AI University” (where We will provide You with AI basics, whether free of charge or for a fee): (i.) foster a respectful environment where users of the Services can share opinions, discuss best practices, and provide constructive feedback; (ii.) maintain respectful communication, avoiding harassment, discrimination, or any inappropriate behavior; and (iii.) share useful, accurate content in discussions, documentation, or educational resources for the benefit of the user community of Our Services.

Note: You are prohibited from: (i) attempting to gain unauthorized access to the Services or other users' accounts on the Services; (ii) using the platform (including Website Content) for fraudulent activities, distribution of malware, or conduct that is harmful to the community; (iii) manipulating or abusing the platform tools, marketplace, or educational content for personal or commercial gain don't share offensive content; (iv.) enter into separate agreements with third parties outside of EverWorker for non-integrated applications with EverWorker (i.e. Our Services). In case of such separate agreements, We are not responsible for compliance with and performance of such separate agreements.

6. YOUR EXPERIENCE WITH OUR SERVICES

You are solely responsible for any data you input while using Our Services ("Input"), as well as for the results or Output generated from such data ("Output"). You must ensure that Your data is accurate, does not infringe on any intellectual property rights, and complies with all applicable laws and regulations. By using Our Services, You confirm that You bear full responsibility for the consequences of Your Input and Output, including their legality and compliance.

You retain ownership of the original Input data that You provide to Us during Your use of Our Services. By submitting this Input data, You grant Us a non-exclusive, worldwide, royalty-free license to use, reproduce, adapt, publish, and display Your Input data for the purposes of operating, improving, and providing Our Services. With respect to the Output data, unless otherwise specified, We grant You a non-exclusive license to use the Output data created by Our Website Content (Our Services) for any lawful purposes in accordance with the terms of these Terms.

We reserve the right to use any content provided by You, including Input and Output, to enhance the functionality and effectiveness of Our Services. This use may include training Our platform to improve its capabilities and monitoring for compliance to ensure that content meets legal standards and Our internal compliance requirements. Such use will always be in accordance with Our obligations regarding confidentiality and data protection as outlined in our Privacy Policy. We will retain all data You provide through Your use of Our Services. If You wish to opt out of data retention, please notify us via the contact email provided in the "CONTACT US" section to request deletion.

You may generate content, such as custom AI Applications, text, images, or other data ("User-Generated Content"), within the EverWorker platform, i.e., within Our Services. You agree that You are solely responsible for Your User-Generated Content, including ensuring that You have all necessary rights to use such content and that it does not infringe the rights of others or violate any laws. We are not liable for any use or misuse of User-Generated Content by other users or third parties.

You are permitted to use Website Content provided by EverWorker and other users on the platform as allowed by the service features and within the scope of these Terms. Such use must be for lawful purposes only and not for any illegal activities. You must respect copyright laws and the property rights of others when using platform Website Content. We reserve the right to restrict or terminate access to Website Content (including Our Services) if you breach these Terms.

We reserve the right to monitor, review, and moderate any Website Content submitted to the platform, including User-Generated Content, to ensure compliance with legal standards, this Terms, and our community guidelines. We may remove, edit, or block any Input and/or Output deemed to violate this Terms or otherwise be harmful or undesirable.

Although regular Input and/or Output (also referred to as “User-Generated Content”) backups are performed, We do not guarantee the absence of data loss or damage. Backup points may be corrupted or invalid due to content that was damaged prior to backup creation or modified during the backup process. We will provide support and attempt to address any known or detected issues that may affect backup. However, You acknowledge that We are not responsible for the integrity of content or the inability to successfully restore content to a usable state. You agree to maintain complete and accurate copies of Your User-Generated Content in a location independent of the Service (i.e., outside of Our Website).

Note: You are required to adhere to the following mandatory guidelines regarding the use of Our name and/or logo, while using the User-Generated Content outside of Our Website (i.e. outside of Our Services): (i.) always use the name "EverWorker" correctly in all User-Generated Content and do not alter its spelling in any manner, (ii.) use the logo in its original form without altering its color, size, or proportions, (iii.) use the name and/or logo only in a positive context, and ensure that they do not imply any form of sponsorship or endorsement, (iv.) do not use the name or logo in any misleading, offensive, or unlawful context, and (v.) obtain written permission for any use of Our name and/or logo that goes beyond standard marketing links to Our Website.

7. INTELLECTUAL PROPERTY

The Website, Website Content, and other components are Our property, including the software, infrastructure, databases, and all types of content (texts, images, visual effects, music, logos, brands, etc.) used by Us or owned by their respective licensors. These elements are protected by applicable intellectual property rights or the rights of database owners. We retain ownership of Our technology and all associated intellectual property rights, and You confirm that You have the rights, consent, and permissions to receive User-Generated Content and are responsible for ensuring that it complies with applicable laws and third-party rights.

The license We grant to You does not entail the transfer of Our intellectual property rights to You. However, as a user of Our Services (after payment for them), You are granted a non-exclusive, non-transferable license to use the Services, namely User-Generated Content, solely for personal, non-commercial purposes during the period of Your subscription, subject to the rules set forth in the “YOUR EXPERIENCE WITH OUR SERVICES” section of the Terms. You, in turn, grant Us permission to use User-Generated Content to provide, maintain and improve our Services.

Note: All original content, features, and functions within the Services are owned by Us, its licensors, and are protected by copyright, trade secret, patent, and other intellectual property laws. You may not modify, publish, transmit, sell or create derivative works based on Our Services or Website Content or the Website without Our prior written permission. If You violate this section, we reserve the right to apply the “GOVERNING LAW” section.

8. THIRD-PARTY LINKS

Our Website may contain links to third-party websites and services that are not owned or controlled by Us. We have no control over, and assume no responsibility for, the content, privacy policies, terms of use, and practices of any third-party websites and services.

You acknowledge and agree that We 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, and services available on or through third-party websites and services. In no event will We be obliged to become involved in any dispute between You and another user or between You and a third party. You release Us from any claims related to such disputes and from any involvement in legal proceedings.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites and services You visit. The use of third-party products and services, as well as third-party software accessed through the "EverWorker" product or provided by Us, requires separate agreements with these third-party organizations and is governed by their respective terms of use.

Note: These Terms are between You and Us only and do not apply to Your relationship with any third party.

9. USE POLICIES

You are responsible for Your use of the Services and any information You share in connection therewith.

You agree that the Services will be used exclusively by You and/or users, who are subject to the same obligations, as You are using Your personal account in Our Services.

As a user and as a developer, You must be 18 years or older to use the Services. You are required to provide a valid email address, and any other information requested in order to complete the signup process and/or continue to use the Services and/or to make proper payments for Our Services. You are responsible for safeguarding the password that You use to access the Services and for any activities or actions under Your password, whether Your password is with Our Services or a third party.

You agree to follow the acceptable Terms, which are designed to prevent fraud and abuse of Our Services, to ensure that all customers receive acceptable access to Our Services, and to protect the quality and integrity of Our Services.

You agree that the implementation of Our Services requires a connection to the Internet and that the quality of Our Services depends on this connection, for which We are not responsible.

You agree not to apply the following non-exhaustive list of practices that are not considered “Legitimate Use” of Our Services:

• using Our Services for unreasonable workloads We determine (in Our sole discretion) to be unrelated to the deployment and maintenance of Your own services;
• re-selling Our Services or parts thereof to another third party;
• using Our Services, violate any laws in Your jurisdiction (including but not limited to copyright, spam, or trademark laws);
• use a robot, spider, other automated device, or manual process to monitor or copy any content from the Services;
• using Our Services in a manner We determine (in our sole discretion) could cause harm to Our Services or another third party; or
• unusual usage patterns inconsistent with those We reasonably consider as normal use when compared to other customers.

You may not assign, transfer or delegate these Terms, or any of Your rights or obligations under these Terms, in whole or in part, without Our prior written consent. Attempts to do so without such approval will be null and void.

If You use Our Services in any way which We reasonably determine (at Our sole discretion) may be unlawful, prohibited, abnormal, unusual, or detrimental to Our Services or any of Our other customers or other unrelated parties, We reserve the right to suspend or terminate Your access without notice.

You indemnify Us against any claims and/or actions that may be brought against Us as a result of Your breach of Your obligations. You will refund Us any losses incurred and reimburse Us for any damages We may incur as a result of Your breach of Your obligations.

Note: Unauthorized use of email addresses or impersonation is strictly prohibited. If you are creating an account or using the Services on behalf of another person or entity, You must be authorized to accept these Terms on their behalf.

10. OUR OBLIGATIONS

We make every effort to provide You with quality Services. For this purpose, We regularly improve Our qualifications, use licensed software, etc.

However, We are not responsible for any difficulties or temporary impossibility of access to Our Services due to, but not limited to including partial or complete failure of Your servers, or failure of equipment, cables, services or networks that are not part of Our Services or that are not under Our responsibility, or interruption of the Services by telecommunications operators or Internet providers, or Your intervention, including due to incorrect configuration applied to the Services, or force majeure, etc.

We do Our best efforts to ensure data security by implementing measures to protect the infrastructure and the Services, to detect and prevent malicious acts, and to recover data.

We may use contractors in the performance of the Services, who are subject to the same obligations as Us in providing the Services to You.

We may substitute any person who will be subrogated to all Our rights and obligations under Our contractual relationship, without Your consent. We will inform You of any such substitution by any written means.

11. RESTRICTIONS

You are prohibited from using this Website (together with the Website Content and Services) in any manner that causes or may cause damage to this Website, use this Website in contravention of applicable laws and regulations, or in any way that may cause damage to the Website, any person or entity.

12. DISCLAIMER

Your use of the Services at Your sole risk. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

We do not warrant that: a) the Services will function uninterrupted or available at any particular time or location; b) the Services are free of errors or defects; c) any errors or defects will be corrected; or d) the results of using the Services will meet Your requirements.

13. LIMITATION OF LIABILITY

In no event shall We be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) Your use of the result of Our Services; (ii) any conduct or content of any third party on the Services; and (iii) unauthorized access, use, or alteration of Your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not We have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

14. GOVERNING LAW

These Terms shall be governed by the laws of the State of Delaware, USA. All claims and/or controversies of every kind and nature arising out of or relating to these Terms shall be settled (a) at Ours election, by binding arbitration administered by the American Arbitration Association (hereinafter - the “AAA”) in accordance with its Commercial Arbitration Rules and, in such case (i) the arbitration proceedings shall be conducted before a panel of three arbitrators, with each party selecting one disinterested arbitrator from a list submitted by the AAA and the two disinterested arbitrators selecting a third arbitrator from the list, (ii) each party shall bear its own costs of arbitration, (iii) all arbitration hearings shall be conducted in New Castle County, Delaware, USA, and (iv) the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any Federal, state or local court or before any administrative tribunal with respect to any claim or controversy arising out of or relating to these Terms and which is arbitrable as provided in these Terms, or (b) in the event that We don’t elect binding arbitration as permitted in point (a) above, exclusively in the United States District Court for the District of Delaware or, if such Court does not have jurisdiction, in any court of general jurisdiction in State of Delaware, USA, and each party consents to the exclusive jurisdiction of any such courts and waives any objection which such party may have to the laying of venue in any such courts.

If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us with respect to Our Services, and supersede and cancel any prior agreements that may have been made between us with respect to the Services.

15. CHANGES

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If the changes are material, We will endeavor to provide a notice before any new terms become effective. What constitutes a material change will be determined in Our sole discretion.

By continuing to access or use Our Services after these changes become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You must send a notice to terminate Your use of the Services.

These Terms are written in English, and if You use a web browser translator or any other translation tool, We are not responsible for the accuracy and quality of such translation.

CONTACT US

In order to resolve a complaint about the Services or to obtain additional information regarding use of the Services, please contact Us by sending an email to support@everworker.ai.

Thank you for visiting EverWorker!

Please read the Cookie Policy carefully.

When the User uses Our Website, browses Our Services, and uses the available systems (in particular, to create contact requests sent via the contact form), so-called “cookies” are created when the User browses these web pages.

These are text files of small size that are stored in the User's device, through which the User browses the websites. They are commonly used to ensure the operation of websites and other services provided over the Internet, and to improve and develop these websites, which is done by reading the contents of these files.

We collect information contained in “cookies”, such as the date of the User's connection to the Website or the IP-address of the device from which the User connects to the Website, which is data that shows how the User(s) use Our Websites. This information is used for administrative and statistical purposes and aimed at improving Our Website and enhancing users' experience. In addition, this automatically processed data may be used to analyse the behaviour of the content User(s) on Our Website (e.g., time spent on the Website) or to personalise the content of the Website's web pages, in particular by providing online advertising.

The User(s) are not obliged to accept cookies (the User(s) may agree to the use of cookies by clicking the appropriate button on our Website or by making the appropriate settings in your Web browser), but this may result in our Website not functioning properly.

We use “Persistent Cookies” that are designed to store data over a long period of time and are activated each time the User visits Our Website that created that particular cookie. Each persistent Cookie is created with an expiry date that can be anywhere from a few days to several years in the future. When the Cookie expires, it is automatically deleted. Moreover, Persistent Cookies allow Our Website to “remember the User”.

First and Third Party Cookies on Our Website:

Cookies placed on your device include “first-party Cookies”, which are Cookies that are placed by Us or by third-party service providers acting on our behalf. If such Cookies are managed by third parties, we only allow the third parties to use the Cookies for our purposes as described in this Cookie Policy and not for their own purposes.

The Cookies placed on your device may also include “third party Cookies”, which are Cookies placed there by third parties. These Cookies may include third-party advertisers who display advertisements on Our Website and/or social media providers, etc. They may also include third parties who provide video content embedded on Our Website (e.g., YouTube, etc.). We have no control over the settings of these third-party cookies, so we encourage you to check the third-party websites to learn more about their use of cookies and how to manage them.
We also use social media buttons and/or plugins on the Website that allow you to connect with our social network. In order for them to work, they set Cookies on Our Website that can be used to improve your profile on their website or to supplement the data they store for various purposes specified in their respective privacy policies and cookies policies.

This Master Services Agreement (the “Agreement”), effective as of the Effective Date below and by and between NextCRM, Inc. (d/b/a EverWorker) (“EverWorker”) and Customer (identified below), governs the purchase and use of the EverWorker Platform and any related services described in any Order Form that references this Agreement. This Agreement includes any referenced policies and attachments, and all Order Forms entered into by the Parties. “Party” means EverWorker and Customer individually, and “Parties” means such Parties collectively.

1. DEFINITIONS.

“Agreement” means this Master Services Agreement and any Order Form that references this Agreement, together with any other terms referenced herein or therein;

“AI Application” means an AI worker or application that is comprised of the following combination and/or integration: (a) the underlying AI functionality, (b) Customer Data, and (c) Prompts, outputs from the EverWorker Platform from Prompts, configurations, or workflows, solely as such combination and/or integration exists and operates, as applicable, within a Customer Environment Deployment or an EverWorker Hosted Deployment; and for clarity, exclude s (x) any AI worker or application that does not include all of the elements (a), (b) and (c) above or does not exist or operate within the applicable Customer Environment Deployment or EverWorker Hosted Deployment, or (y) any standalone underlying AI worker, platform, or general- purpose models.

“Authorized User” means Customer’s employees and contractors that are acting on Customer’s behalf and solely for the benefit of Customer;

“Customer Environment Deployment” means, as applicable, a VPC Deployment or an On-Premise Deployment;

“Customer Information” means any data that Customer submits, posts, transmits or uploads to the EverWorker Platform or provides to EverWorker and any AI Application.

“Documentation” means end user technical documentation, training and educational documentation and other documentation and material that EverWorker provides Customer that is related to the EverWorker Platform and its use, as may be updated from time to time by EverWorker. “EverWorker Hosted Deployment” means the deployment of the EverWorker Platform for the Customer in EverWorker’s cloud environment; “EverWorker Platform” means EverWorker’s proprietary software and services platform and Documentation, but excludes any Third-Party AI Models and any Integrations; “EverWorker Privacy Policy” means the then -current EverWorker Privacy Policy located at: https://everworker.ai/legal/privacy- policy; “EverWorker Technology” means the EverWorker Platform, the Professional Services, any other EverWorker products and services, and all related underlying documentation, technology, code, Usage Data, know -how, logos, materials and templates (including anything delivered as part of Support and Maintenance or Professional Services), and any updates, modificati ons or derivative works of any of the foregoing. “Integrations” means any Customer or third-party data sources, APIs and applications that Customer integrates , or has integrated, into the EverWorker Platform; “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know -how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world. “On-Premise Deployment ” means the deployment of the EverWorker Platform for the Customer in Customer’s own infrastructure; “Order Form” means the Order Form that Customer and EverWorker enter into for the EverWorker Platform and/or Professional Services; “Premium Support ” means the Professional Services that EverWorker provides Customer on a subscription basis whereby Customer makes available to EverWorker one (1) dedicated EverWorker resource for a designated number of hours per week during the Subscription Term to help Customer optimize its use of the EverWorker Platform for its business purposes; “Professional Services” means Support and Maintenance, Premium Support and any training and/or other professional services (including those related to the integration or deployment of the EverWorker Platform) performed by EverWorker as set forth in an Order Form; “Prompt” means any language or language set prompts, instruction s or direction s, either in written or verbal format, that Customer submits, posts, transmits or uploads to the EverWorker Platform; “Service Level Agreement” means the service level for the EverWorker Platform set forth in Exhibit B attached hereto; “Subscription Term” has the meaning in Section 9.1; “Support and Maintenance” means the technical support and maintenance for the EverWorker Platform set forth in Exhibit A attached hereto; “Third-Party AI Models ” means the third-party AI models to which Customer will have access to use from the EverWorker Platform; “Usage Data” means any anonymous data or data sets related about product usage and/or performance of the EverWorker Platform that do not identify Customer, Authorized Users or any Customer end users and that are stripped of all personal identifiers (such as name, email address, device identifiers and IP addresses); and “VPC Deployment” means the deployment of the EverWorker Platform for the Customer in Customer’s virtual private cloud.

2. EVERWORKER PLATFORM.

2.1 EverWorker Platform Access.

During the Subscription Term, EverWorker grants Customer a limited, non -

exclusive, non-transferable, non-sublicensable right to access and use the EverWorker Platform solely to access and use Third - Party AI Models to create, deploy and manage AI applications for Customer’s business purposes, including use with its products and services. For a deployment of the EverWorker Platform in a Customer Environment Deployment, the rights granted in this Section 2.1 include the right to install the EverWorker Platform in the applicable Customer Environment Deployment specified in the Order Form.

2.2 Restrictions.

Customer will not, and will not permit any third party to, use the EverWorker Technology in any

manner not expressly authorized by this Agreement. Customer will not at any time, and will not permit any third party to, directly or indirectly: (a) modify or create derivative works of the EverWorker Technology; (b) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to the EverWorker Technology; (c) sell, resell, rent , lease, sub- lease, assign, convey, transfer or otherwise commercially exploit , or make available to a third party (other than an Authorized User subject to this Agreement), the EverWorker Technology; (d) use the EverWorker Technology to access and use any Third - Party AI Models for which it does not have prior permission to use from the applicable third party; (e) integrate Integrations with, or into, the EverWorker Platform for which it does not have prior permission to use from the applicable third party ; (f) use the EverWorker Technology to store, transmit, upload or post any infringing, libelous or otherwise unlawf ul or tortious material or any data (including any Customer Information), or any material or data for which it does not have the necessary consents or rights to use as contemplated in this Agreement ; ( g) interfere with, or disrupt the integrity or performance of, the EverWorker Technology, or any data or content contained therein or transmitted thereby; ( h) use the EverWorker Technology or any other Confidential Information of EverWorker to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the EverWorker Technology; (i) use the EverWorker Technology in any way that exceeds any applicable usage limitations as may be specified in the applicable Order Form; or (j) delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on or included in the EverWorker Technology.

2.3 Customer Responsibilities.

Customer shall: (a) prevent unauthorized or unlawful access to, or use of, the

EverWorker Platform; (b) maintain the security and integrity of the EverWorker Platform if deployed in a Customer Environment Deployment; (c) use each Third Party-AI Model it accesses from, and each Integration it integrates with, the EverWorker Platform in compliance with this Agreement, any applicable third party agreement and all applicable laws; (d) ensure that it maintains and operates the minimum requirements specified in the Order Form for optimal functioning of the EverWorker Platform; (e) provide EverWorker with administrative and network access (reasonably satisfactory to EverWorker) to Customer’s system and network to permit EverWorker to monitor, operate and support the EverWorker Platform; (f) use, and cause its Authorized Users to use, the EverWorker Platform in compliance with this Agreement and all applicable laws; (g) perform, and cause its Authorized Users to perform, all the tasks and responsibilities that it is required to perform in connection with any Professional Services, as set forth in the applicable Order Form; (h) require all Authorized Users to use all reasonable means to secure user names and passwords used to access the EverWorker Platform; (i) provide, configure, maintain, and secure, at its own cost and responsibility, all necessary account credentials, API keys, access tokens, or connections (collectively, “Credentials”) to any Third Party-AI Model, Integrations or subscriptions that Customer elects to use in connection with the EverWorker Platform, and ensure that such Credentials are valid, authorized, and compliant with all applicable third -party terms and conditions; and (j) promptly notify EverWorker if Customer or any Authorized User knows or reasonably suspects that any username, password or Credential has been compromised.

2.4 EverWorker Responsibilities.

EverWorker will implement appropriate technical and organizational security

measures designed to protect Customer Information in the EverWorker Platform against unauthorized or unlawful processing, accidental or unlawful destruction, accidental loss or alteration, and unauthorized disclosure or access. For any EverWorker Hosted Deployment, EverWorker’s security measures will include: (a) storing Customer Information on servers located in a physically secured location; and (b) using industry standard firewalls, access controls, and similar security technology designed to protect Customer Information from unauthorized disclosure and modification. EverWorker will comply with applicable privacy laws and regulations, and the EverWorker Privacy Policy, in connection with the processing of any Customer Information that is personal data subject to applicable data privacy laws and regulations. EverWorker will provide Support and Maintenance for the EverWorker Platform and will provide the EverWorker Platform to Customer in accordance with the Service Level Agreement. If applicable, and as set forth in an Order Form, EverWorker will make available Premium Support to Customer.

3. INTELLECTUAL PROPERTY RIGHTS.

3.1 EverWorker.

EverWorker and its licensors retain all rights, title and interest, including all related Intellectual

Property Rights, in and to the EverWorker Technology, and all derivative works, improvements or modifications thereto by

whomever made. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

3.2 Customer.

Customer retains all rights, title and interest, including all related Intellectual Property Rights, in

and to Customer Information. Customer hereby grants EverWorker a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Information solely for the purpose of hosting, operating, improving and providing the EverWorker Platform, the Professional Services and EverWorker’s other related products, services and technologies during the term of this Agreement. Customer will: (a) be responsible for all Customer Information; and (b) obtain all waivers, consents and other rights necessary for EverWorker to use Customer Information to provide the EverWorker Platform to Customer. Customer remains solely responsible and liable for complying with all applicable data protection laws in its provision of Customer Information to EverWorker. Notwithstanding any contrary term in this Agreemen t, Customer acknowledges and agrees to the following: (x) artificial intelligence is an emerging technology and any outputs from the EverWorker Platform may be unreliable, inaccurate and incomplete; (y) Customer assumes sole responsibility and liability for verifying, validating and testing of such outputs before any use, including as part of any AI Application; and (z) and any Customer inputs into, outputs from, the EverWorker Platform, and any AI Applications generated therefrom, may be similar or identical inputs, outputs and AI applications of another EverWorker Platform user, and EverWorker will have no responsibility or liability therefor.

3.3 Feedback.

If Customer provides EverWorker any suggestions, comments, ideas or other feedback with

respect to the EverWorker Platform or the Professional Services (“Feedback”), Customer hereby grants EverWorker a non- exclusive, perpetual, irrevocable, sub-licensable, transferable, royalty-free, fully paid worldwide right and license to use and exploit such Feedback in any manner EverWorker deems fit.

4. PAYMENT TERMS.

4.1 Payment of Fees.

Unless otherwise expressly provided in an Order Form, Customer shall pay all fees in full

within fifteen (15) days of receipt of EverWorker’s invoice, without right of set-off or holdback. Any late payment shall be subject to interest that accrues at a rate of the lower of one and one half per cent (1.5%) per month or the highest rate permitted by law, plus costs of collection. Except as otherwise provided in an Order Form, or as otherwise provided herein, all fees must be paid in United Stated Dollars, are based on products and services purchased and not on actual usage or performance and are non- cancelable and non-refundable.

4.2 Taxes.

Any and all payments that are due and payable under this Agreement by Customer are exclusive of all

taxes, including: (a) all federal, state, local of foreign value -added, sales, use, property and similar taxes; (b) all customs duties, import fees, stamp duties, license fees and similar charges; and (c) all other mandatory payments to government agencies of whatever kind, except any taxes imposed on the net or gross income of EverWorker. Customer agrees to pay such taxes (excluding U.S. taxes based o n EverWorker’s net income). All amounts payable to EverWorker under this Agreement shall be without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.

4.3 Suspension of Use.

If Customer’s account is ten (10) days or more overdue or if EverWorker in good faith

believes that Customer is engaging in unauthorized conduct in its use of the EverWorker Platform or Professional Services, than, in addition to any of its other rights or remedies, EverWorker reserves the right to suspend Customer’s access to the EverWorker Platform and/or performance of the Professional Services without liability to Customer until, as applicable, such amounts are paid in full or until Customer stops engaging in such unauthorized conduct.

5. CONFIDENTIALITY.

5.1 Confidential Information.

Any and all non-public, confidential and proprietary information, including, without

limitation, code, inventions or know-how, or business, technical or financial information, furnished by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is either marked or designated as “confidential” or “proprietary”, or that should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed or the circumstances surrounding the disclosure, shall constitute the confidential property of the Disclosing Party (“Confidential Information”). For the avoidance of any doubt, th is Agreement, the EverWorker Technology, fees and pricing information and any performance information (e.g., benchmarking results) relating to the EverWorker Platform are EverWorker Confidential Information, and Customer Information are Customer Confidential information. Confidential Information does not include information that the Receiving Party can document: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (b) was known to the Receiving Party free of any obligation of confidentiality before it was communicated to the Receiving Party by the Disclosing Party; (c) is independently developed by the

Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by Receiving Party from a third party without a breach of any confidentiality obligation.

5.2 Obligations of Confidentiality.

Except as expressly permitted in this Agreement, the Receiving Party agrees (a)

to keep all Confidential Information of the Disclosing Party in strict confidence and not to disclose or reveal any such Confidential Information to any person (other than such Receiving Party’s employees, contractors or consultants who (i) have a need to know the Confidential Information and (ii) are subject to terms of confidentiality no less restrictive than those set forth herein), and (b) not to use Confidential Informati on for any purpose other than in connection with fulfilling its obligations or exercising rights under this Agreement. The Receiving Party shall treat all Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, as it accords its own Confidential Information.

5.3 Required Disclosures.

The Receiving Party may disclose the Confidential Information of the Disclosing Party if

it is required to do so pursuant to an order or requirement of a court, administrative agency or other governmental body; provided however, unless prohibited or rest ricted by law enforcement or government or court order, the Receiving Party shall provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party the possibility to seek a protecti ve order or otherwise prevent or restrict such disclosure, and shall use reasonable efforts to cooperate with the Disclosing Party (at the Disclosing Party’s expense) to obtain such protective order or other appropriate remedy. In the event that such prote ctive order or other remedy is not obtained, or the Disclosing Party waives compliance, in whole or in part, with the terms of this Agreement, the Receiving Party shall use commercially reasonable efforts (a) to disc lose only that portion of the Confidential Information that it is legally required to be disclosed or is the subject of such waiver, and (b) to ensure that all Confidential Information that is so disclosed shall be accorded confidential treatment.

6. REPRESENTATIONS AND WARRANTIES.

6.1 Mutual Representations and Warranties.

Each Party represents and warrants to the other Party that it has

the power and authority to execute, deliver and perform its obligations under this Agreement.

6.2 EverWorker Warranties.

EverWorker represents and warrants to Customer that (a) the EverWorker Platform

will operate in all material respects with the applicable Documentation, and (b) the Professional Services will be performed in a competent and workmanlike manner consistent with generally accepted industry standards. Customer’s sole and exclusive remedy, and EverWorker’s sole liability, for any breach of this warranty shall be for EverWorker to correct or re -perform the EverWorker Platform or Professional Services at EverWorker’s expense in accordance with Support and Maintenance. The limited warranty in this Section 6.2 shall not apply until Customer notifies EverWorker in writing of a breach of this warranty in accordance with Support and Maintenance . The limited warranty in this Section 6.2 shall not apply if the error or failure in performance was caused by misuse, unauthorized modifications, third -party hardware, software or services, Customer Information or any Force Majeure Event.

6.3 DISCLAIMERS.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE EVERWORKER TECHNOLOGY AND

THE PROFESSIONAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER EVERWORKER NOR ITS SUPPLIERS MAKE OTHER WARRANTIES OF ANY KIND AND SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE , SATSIFACTORY QUALITY OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, EVERWORKER DOES NOT WARRANT OR GUARANTEE: (A) ANY RESULTS FROM THE USE OF THE EVERWORKER PLATFORM; (B) THAT THE EVERWORKER PLATFORM WILL MEET CUSTOMER’S EXPECTATIONS; ( C) THAT THE CUSTOMER’S USE OF THE EVERWORKER PLATFORM WILL COMPLY WITH THE INTE RPRETATION OF LOCAL LAWS, ORDINANCES, RULES OR CODES; OR ( D) THAT THE EVERWORKER PLATFORM WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED.

7. LIMITATION OF LIABILITY.

7.1 EXCLUSION OF DAMAGES.

EXCEPT FOR: (A) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S

INTELLECTUAL PROPERTY RIGHTS, (B) ANY INDEMNIFICATION OBLIGATION OF EITHER PARTY AS SET FORTH IN SECTION 8 (INDEMNIFICATION), (C) FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (D) BREACH BY CUSTOMER OF ITS PAYMENT OBLIGATIONS OR THE PROVISIONS RELATED TO ITS USE OF THE EVERWORKER TECHNOLOGY AND PROFESSIONAL SERVICES (INCLUDING ANY RELATED RESTRICTIONS) , NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE EVERWORKER TECHNOLOGY OR THE PROFESSIONAL SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT,

WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING ANY CONTRARY TERM IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EVERWORKER BE LIABLE OR RESPONSIBLE FOR THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES.

7.2 TOTAL LIABILITY.

EXCEPT FOR: (A) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL

PROPERTY RIGHTS, (B) ANY INDEMNIFICATION OBLIGATION OF EITHER PARTY AS SET FORTH IN SECTION 8 (INDEMNIFICATION), (C) FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (D) BREACH BY CUSTOMER OF ITS PAYMENT OBLIGATIONS OR THE PROVISIONS RELATED TO ITS USE OF THE EVERWORKER TECHNOLOGY AND PROFESSIONAL SERVICES (INCLUDING ANY RELATED RESTRICTIONS) , IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO EVERWORKER IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT EVERWORKER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

8. INDEMNIFICATION.

8.1 Indemnification by EverWorker.

EverWorker (“Indemnifying Party ”) shall indemnify, defend and hold

harmless Customer (“Indemnified Party”) from and against any and all thir d-party claims asserted against an Indemnified Party (and all resulting, if payable to unaffiliated third parties, damages, losses, liabilities, penalties, costs and expenses, in cluding reasonable attorneys’ fees and costs) (“Losses”) arising out of the alleged infringement or misappropriation of a copyright, trade secret, trademark or United States patent by the EverWorker Platform. If any third party claim which EverWorker is obligated to defend has occurred, or in EverWorker’s determination is likely to occur, EverWorker may, in its sole discretion and at its option and expense: (a) obtain for Customer the right to use the allegedly infringing item; (b) substitute a non -infringing replacement for such item; or (c) if, in EverWorker’s opinion, neither item (a) nor (b) are reasonably available, terminate this Agreement and refund to Customer the fees pre-paid by Customer in an amount pro-rated for the portion of the Subscription Term for which the EverWorker Platform was not available to Customer. The foregoing indemnification obligation of EverWorker shall not apply if such claim arises out of: (1) use of the EverWorker Platform in combination with any software, hardware, network or system where the alleged infringement is caused by such combination; (2) any modification or alteration of the EverWorker Platform (other than by EverWorker); (3) where Customer continues the allegedly infringing activity after being informed of a modification that would avoid the alleged infringement; or (4) use of the EverWorker Platform other than in accordance with the terms and conditions of this Agreement. THIS SECTION 8.1 SETS FORTH EVERWORKER’S SOLE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY.

8.2 Indemnification by Customer.

Customer (“Indemnifying Party”) shall indemnify, defend and hold harmless

EverWorker (“Indemnified Party”) from and against any and all Losses arising out of any Customer Information or Customer’s use of the EverWorker Platform.

8.3 Procedure.

The Indemnifying Party’s indemnification obligation is subject to the Indemnifying Party receiving:

(a) prompt written notice from the Indemnified Party of such claim (but in any event, notice in sufficient time for the Indemnifying Party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement of such claim (provided, that, any settlement by Indemnifying Party that requires Indemnified Party to admit culpability or pay any monetary damages is subject to the prior written consent of Indemnified Party, such consent not to be unreasonably withheld or delayed); and (c) all reasonably necessary cooperation of the Indemnified Party at Indemnifying Party’s expense.

9. TERMINATION.

9.1 Term of Agreement and Order Form.

This Agreement commences on the Effective Date and continues until

terminated in accordance with this Section 9. Each Order Form will have an initial Subscription Term set forth therein (“ Initial Subscription Term”). Upon expiry of such Initial Subscription Term, the Order Form will automatically renew for additional one (1) year periods (each, a “ Renewal Subscription Term ”; and collectively with the Initial Subscription Term, the “ Subscription Term”), unless either Party provides written notice to the other Party of non-renewal at least ninety (90) days prior to the expiry of then-current Subscription Term.

9.2 Termination.

Either Party may terminate th is Agreement or any Order Form as follows: (a) upon thirty (30)

days written notice if the other Party breaches any material provision of this Agreement and the other Party does not cure su ch breach before the end of such cure period; (b) effective immediately and without notice if the other Party ceases to do business or otherwise terminates its operations, except as a result of a permitted assignment hereunder; or (c) if the other Party see ks

protection under any bankruptcy, receivership, trust deed, creditor’s arrangement or comparable proceedings, if such proceeding is instituted against that Party (and not dismissed with sixty (60) days thereafter).

9.3 Effect of Termination.

Upon termination or expiration of this Agreement or an Order Form: (a) the applicable

licenses granted to Customer will immediately terminate; (b) Customer will, and will cause its Authorized Users to, immediate ly cease using the applicable EverWorker Platform; (c) EverWorker will have no further obligation to provide access to the applicable EverWorker Platform or to perform any related Professional Services ; (d) Customer will pay any unpaid fees; and (e) each Party will return or destroy all copies of Confidential Information of the other Party (in accordance with the other Party’s direction) and provide written certification thereof.

9.4 Survival.

The following provisions of this Agreement shall survive an expiration or termination of this

Agreement or an Order Form: any payments terms and the following Sections of this Agreement: Sections 2.2 (Restrictions), 2.3 (Customer Responsibilities), 3 (Intellectual Property Rights), 4 (Payment Terms); 5 (Confidentiality), 6.3 (Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), 9.5 (Survival), 10 (General Provisions).

10. GENERAL PROVISIONS.

10.1 Governing Law; Venue.

This Agreement shall be governed by and construed under the laws of the United

States and the laws of the State of Delaware, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to this Agreement. All disputes arising under this Agreement will be subject to the sole and exclusive jurisdiction and venue of the state and Federal courts located in New Castle County, Delaware, and the Parties each hereby consent to such jurisdiction and venue.

10.2 Third-Party Services.

Certain features and functionalities within the EverWorker Platform may allow

Customer and its Authorized Users to interface or interact with, access, use, and/or disclose Customer Information to compatible third-party services, products, technology and content through the EverWorker Platform, including without limitation Third Party- AI Models and Integrations (collectively, “ Third-Party Services ”). EverWorker does not provide any aspect of the Third -Party Services and is not responsible for any compatibility issues, errors or bugs in the EverWorker Platform or Third-Party Services caused in whole or in part by the Third -Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third- Party Services in connection with the EverWorker Platform.

10.3 Force Majeure.

Neither Party will be responsible for any failure or delay in the performance of its obligations

under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God (each, a “Force Majeure Event”).

10.4 Assignment.

Neither Party may assign this Agreement or any of its rights, by operation of law or otherwise,

or delegate any of its duties hereunder (except that EverWorker may delegate to subcontractors, provided that it remains liable for proper performance of this Agreement), in whole or in part, without the other Party’s prior written consent; provided, however, either Party may assign this Agreement, without the consent of the other Party, in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of the previous sentence shall be void and of no effect. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

10.5 Notices.

Except as may be otherwise set forth herein, all notices, requests, demands and other

communications hereunder will be in writing (including by email provided that delivery to the recipient is confirmed). Any h ard copies of such communications will be deemed to have been duly given on the next day if delivered personally or sent by express courier to such Party. All notices will be sent to the address es set forth on the Order Form. Such addresses may be changed by written notice given by one Party to the other.

10.6 Publicity.

Notwithstanding any contrary term herein, EverWorker may use Customer’s name and logo on

EverWorker’s website and in its promotional materials as part of a general list of customers.

10.7 Export Control.

Customer will not export or re -export, either directly or indirectly, any technical data,

software, process, product, service, or system obtained from EverWorker, without first complying with the United States and all other applicable government laws and regulations governing the export, re-export, and import of those items.

10.8 Equitable Relief.

Each Party agrees that a breach or threatened breach by such Party of any of its obligations

under Section 5 (Confidentiality) or, in the case of Customer, Section 2.2 (Restrictions), would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, i ncluding a restraining order, an injunction, specific performance and a ny other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

10.9 Entire Agreement.

This Agreement, including its exhibits, is the complete and exclusive agreement between

the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.

10.10 Amendment.

This Agreement may be amended or modified only by a written document executed by duly

authorized representatives of the Parties.

10.11 No Waiver.

Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of

future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

10.12 Severability.

If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be

enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

10.13 Independent Contractors.

The relationship between the Parties is that of independent contractors. Nothing

in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Par ty’s prior written consent.

10.14 No Third-Party Beneficiary.

No provision of this Agreement is intended to confer any rights, benefits,

remedies, obligations, or liabilities hereunder upon any person other than the Parties and their respective successors and assigns.

10.15 Counterparts.

This Agreement may be executed in counterparts, each of which is deemed an original, but all

of which together are deemed to be one and the same agreement.

EXHIBIT A – SUPPORT AND MAINTENANCE

Provided that Customer remains current in its payment obligations to EverWorker, EverWorker will use commercially reasonable efforts to provide technical support and maintenance for the EverWorker Platform as set forth in the table and response matrix below (including meeting the response times set forth below). To enable such support, Customer must report technical issues in a timely manner by initiating a helpdesk ticket by emailing support@EverWorker.ai, and by providing assistance as requested by EverWorker to diagnose and resolve such issues.

Customer must centralize its interactions with EverWorker by assigning no more than five (5) persons ("Designated Personnel") who are authorized to contact EverWorker for Support and Maintenance. All communication with the Customer and EverWorker will be with the Designated Personnel.

Support Category Provision

Response Time Matrix

From time to time, EverWorker will schedule planned downtime or unavailability of the EverWorker Platform to perform Support and Maintenance for which EverWorker shall give at least eight (8) hours -notice via the EverWorker Platform and which EverWorker will schedule to the extent reasonably practicable during weekend hours from 6:00 p.m. Friday to 3.00 a.m. Monday (EST) (“Planned Downtime”).

EverWorker will not be responsible for providing Support and Maintenance for any issues in the EverWorker Platform arising from events or occurrences: (a) any Planned Downtime or downtime or unavailability of the EverWorker Platform directed by Customer; (b) any downtime or unavailability of the EverWorker Platform caused by circumstances beyond EverWorker’s reasonable control, including without limitation, (i) acts of nature, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving EverWorker employees) or other Force Majeure Event , or (ii) acts of Customer or its employees, personnel or customers, Internet service provider, computer telecommunications, hosting facility failures or delays involving or resulting from hardware, software or network of Wi-Fi connectivity, or power systems not within EverWorker’s possession or reasonable control or denial of service attacks; or (c) where Customer fails to reasonably assist EverWorker in verifying, reproducing and correcting error conditions, or EverWorker is unable, after using reasonable efforts, to verify and reproduce the error condition reported by Customer.

EXHIBIT B – SERVICE LEVEL AGREEMENT

Subject to the terms in this Exhibit B, Customer shall be entitled to the following service level for the EverWorker Platform. For purposes of this Attachment, the following capitalized terms shall have the meaning given below:

“Excluded Events” means any of the following events or occurrences: (a) planned downtime or unavailability of the EverWorker Platform for which EverWorker shall give at least eight (8) hours-notice via the EverWorker Platform and which EverWorker will schedule to the extent reasonably practicable during weekend hours from 6:00 p.m. Friday to 3.00 a.m. Monday ( EST); (b) any downtime or unavailability of the EverWorker Platform directed by Customer ; (c) any downtime or unavailability of the EverWorker Platform caused by circumstances beyond EverWorker’s reasonable control, including without limitation, (i) acts of nature, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving EverWorker employees) or other Force Majeure Event, or (ii) acts of Customer or its employees, personnel or customers, Internet service provider, computer telecommunications, hosting facility failures or delays involving or resulting from hardware, software or network of Wi-Fi connectivity, or power systems not within EverWorker’s possession or reasonable control or denial of service attacks ; or (c) where Customer fails to reasonably assist EverWorker in verifying, reproducing and correcting error conditions, or EverWorker is unable, after using reasonable efforts, to verify and reproduce the error condition reported by Customer; and

“Measurement Period” shall mean each calendar month.

EverWorker Platform Availability

In the event that, during any Measurement Period (or partial Measurement Period if applicable), the total minutes during which EverWorker Platform is available to Customer (“ Availability”) is less than 99.5% (“ Target Availability Level”), Customer shall be entitled to a credit equal to one (1) full day of the annual subscription fees for the EverWorker Platform (a “ Credit”), up to a maximum of five (5) Credits in any Measurement Period (or partial Measurement Period), for each hour or partial hour that the EverWorker Platform is unavailable (“ Downtime”), excluding Excluded Events, during such Measurement Period (or partial Measurement Period, if applicable). In calculating Availability for Measurement Period, the following shall be used: Availability = Total Minutes in Measurement Period – (Minutes of Downtime – Excluded Events) X 100% Total Minutes in Measurement Period

Issuance of Credits and Logistics

In order for Customer to receive any Credit(s) pursuant to this Service Level Agreement, which shall be applied to the next invoice issued by EverWorker for payment of the applicable subscription fees:

• EverWorker must fail to achieve the EverWorker Target Availability Level in such Measurement Period;
• Customer must log a service request (via email ticket) for the service level failure and any credit due within thirty (30)

days of determining the applicable service level has not been achieved;

• the failure event must not be an Excluded Event or caused by an Excluded Event; and
• Customer must be current on payment obligations and otherwise in compliance with this Agreement.

Customer will not be eligible to receive multiple Credits for the same service request. If such Credit(s) are due and no subscription fees are or will subsequently become due and payable (or after the termination of this Agreement), the Credits shall, alternatively, be promptly paid to Customer via a lump sum cash payment.

THE CREDITS DESCRIBED IN THIS EXHIBIT SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND EVERWORKER’S SOLE AND EXCLUSIVE LIABILITY FOR ANY FAILURE TO ACHIEVE THE TARGET AVAILABILITY LEVEL.