These AI Agent Services Standard Terms and Conditions (“Terms”) govern Services ordered under an order form and statement of work signed by Frank Recruitment Group Inc. d/b/a Tenth Revolution Group (“TRG”) and the customer identified in those documents (“Customer”). Each signed order form (an “Order Form”), its applicable statement of work (an “SOW”), and these Terms constitute the “Agreement” for those Services. “Effective Date,” “Initial Service Term,” “Rolling Support Term,” “Monthly Service Fee,” “Ongoing Support Fee,” and “Billing Start Date” have the meanings given in the applicable Order Form or SOW. The Order Form is the commercial ordering document, and the SOW describes the project-specific Services (as defined below).

 

1. SERVICES AND IMPLEMENTATION

TRG will configure, deploy, and test the artificial intelligence-enabled agents identified in the applicable SOW (each, an “Agent” and together, the “Agents”) in Customer’s identified environment and provide the  support described in Section 7 (the “Services”). The SOW will describe the applicable scope, deliverables, dependencies, permissions, Customer environment, and acceptance details. Implementation is subject to Customer’s timely cooperation and the technical dependencies in the Agreement. The Services are implementation and Agent support services, not a sale of software or complete transfer of intellectual property.

No proposal, demonstration, roadmap, estimate, marketing material, or oral statement creates a warranty, service level, or other commitment unless expressly stated in the Agreement, a signed SOW, or a written amendment signed by both parties. TRG may use affiliates, subcontractors, and third party technology.

2. CUSTOMER RESPONSIBILITIES AND OPERATIONAL CONTROLS

Customer controls the environment in which the Agent operates and is solely responsible for its systems, data, credentials, security, configurations, business rules, users, transactions, and decisions. Customer will provide timely access, accurate and lawful data, knowledgeable personnel, approvals, test materials, licenses, infrastructure, backups, and business-continuity procedures. Additionally, Customer agrees to the following responsibilities and controls:

• Customer will use least-privilege access, role-based permissions, logging, segregation of duties, transaction limits, exception handling and rollback or recovery procedures appropriate to the use case.
• The Agent must not be the sole authorization mechanism for any payment, transfer of funds, financial reporting determination, candidate or employment decision, legal determination, or other material action. Customer must apply qualified human review and approval before such action is completed.
• Customer will test and validate outputs for its environment, continuously monitor production use, promptly suspend affected workflows where an anomaly is identified, and notify TRG with relevant logs.
• Customer is responsible for platform, hosting, model, API, token, transaction, consumption, infrastructure and other third party charges, including charges caused by volumes, loops, configurations or modifications.
• Customer will not process prohibited data or use the Agent for unlawful, unsafe, discriminatory, deceptive, high-risk or provider-prohibited purposes.

TRG is not responsible for any delay, failure, loss, cost, output or security event caused by Customer data, systems, credentials, instructions, approvals, modifications, usage, volumes, controls, third party technology, or failure to satisfy this Section.

 

3. ACCEPTANCE, BILLING START DATE

Each Agent is accepted when it is active in Customer’s environment. The Billing Start Date occurs only when all Agents covered by the applicable SOW are active in Customer’s environment. Activation is an initial acceptance and payment condition only; it is not a continuing warranty, service level, or guarantee of future performance.

If an Agent is not active in Customer’s environment, TRG may reconfigure and retest that Agent. The Initial Service Term does not begin, unless and until all Agents covered by the applicable SOW are active. Customer remains responsible for applicable third party charges. Once the Billing Start Date occurs, the Initial Service Term and payment commitment continue as stated in the Order Form. Delayed billing under this paragraph is Customer’s sole and exclusive remedy for failure to satisfy the initial activation condition; TRG is not required to compensate Customer for anticipated savings, benefits, losses, or results.

4. FEES, USAGE, AND PAYMENT

The applicable fees, implementation charge, promotional eligibility, billing commencement, payment period, and service commitment, and usage terms are stated in the Order Form and applicable SOW, with project-specific billing conditions in the SOW. No Monthly Service Fee or Ongoing Support Fee accrues before the Billing Start Date. Fees are non-cancellable and non-refundable once due; Customer may not withhold, set off, or reduce payment except as expressly stated in the Agreement; and Customer will pay applicable taxes other than taxes on TRG’s net income. Overdue amounts will bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Customer will reimburse TRG’s reasonable collection costs.

Usage estimates are non-binding. Customer will pay third party and overage charges or maintain the relevant provider accounts directly. TRG may, in its sole discretion, suspend all or any part of the Services or Customer’s access to any Agent at any time, with or without notice, including where TRG determines that (a) consumption, looping, or abnormal activity creates or may create cost, security, or operational risk; (b) any undisputed amount is overdue; (c) Customer’s use breaches or may breach the Agreement, applicable law, or Third Party Technology (as defined below) provider terms; or (d) suspension is necessary to protect TRG, its affiliates, other customers, or third parties. Where reasonably practicable, TRG will notify Customer of the suspension and will restore the affected Services once TRG determines the cause has been resolved. TRG will have no liability for any suspension under the Agreement, and suspension does not relieve Customer of its payment obligations.

Once the Initial Service Term begins, Customer’s commitment for that term is firm, and Customer has no right to terminate for convenience during that term. If Customer purports to terminate for convenience, ceases cooperation or materially breaches after the Initial Service Term begins, Client shall pay the remaining committed Monthly Service Fees, less amounts paid. Following the Initial Service Term, support continues during the Rolling Support Term until terminated on the notice specified in the Order Form, with Ongoing Support Fees payable through the effective termination date.

 

5. OWNERSHIP; INTELLECTUAL PROPERTY

TRG and its licensors retain all right, title, and interest in and to all technology, software, source code, object code, models, prompts, workflows, processes, methodologies, templates, frameworks, connectors, integrations, libraries, tools, documentation, know-how, concepts, techniques, and other intellectual property that: (i) existed prior to the applicable Order Form; (ii) is developed independently of the Services; or (iii) is of general application or capable of being used in connection with other customers, products, or services, including any modifications, improvements, or enhancements to the foregoing (collectively, “TRG Background Technology”).

Subject to Customer’s payment in full of all amounts due under the Agreement, Customer will own the intellectual property rights in the portions of the Agent developed by TRG specifically and exclusively for Customer and uniquely attributable to Customer’s proprietary requirements, business rules, or processes (“Client-Specific Agent IP”). Client-Specific Agent IP excludes all TRG Background Technology and Third Party Technology (as defined below).

To the extent TRG Background Technology is incorporated into or necessary to use the Client-Specific Agent IP, TRG grants Customer a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use such TRG Background Technology solely as incorporated into the Agent and solely for Customer’s and its direct Affiliates’ internal business purposes.

Notwithstanding Customer’s ownership of Client-Specific Agent IP, TRG retains an irrevocable, perpetual, worldwide, royalty-free right to use, develop, modify, reproduce and incorporate into other products, services and customer solutions any ideas, concepts, techniques, functionality, architecture, workflows, methodologies, know-how, skills, experience, improvements and other elements developed or learned in connection with the Services, including elements reflected in the Client-Specific Agent IP, provided that TRG does not disclose or use Customer’s confidential information, Customer Data, trademarks or other material uniquely identifying Customer.

Customer may use the Agent and Client-Specific Agent IP solely for the internal business purposes of Customer and its direct affiliates. Customer will not, and will not permit any affiliate or third party to:

1. sell, resell, license, sublicense, distribute, assign or otherwise commercially exploit the Agent or any Client-Specific Agent IP;
2. provide, operate or make the Agent available for the benefit of any third party other than Customer’s direct affiliates;
3. use the Agent to provide outsourcing, managed, bureau, service-provider or similar services to third parties;
4. remove or circumvent proprietary notices or technical restrictions applicable to TRG Background Technology; or
5. use the Agent or Client-Specific Agent IP to develop or enable a competing commercial AI agent product or service.

Customer remains responsible for each direct affiliate’s compliance with this Agreement as if the affiliate were Customer.

No ownership rights in any third party software, AI model, platform, API, connector or other Third Party Technology are transferred to Customer. Such technology remains subject to the ownership rights and applicable terms of the relevant third party provider.

 

6. AI LIMITATIONS AND CUSTOMER DECISION-MAKING

Customer acknowledges that AI-enabled systems may generate inaccurate, incomplete, inconsistent, biased, unexpected or non-unique outputs and may not identify every exception. The Agent is a tool supporting Customer processes and is not a substitute for professional judgment, internal controls or human review. Customer is solely responsible for determining whether outputs and actions are appropriate and lawful and for all payments, reconciliations, reports, communications, employment actions and business decisions. TRG does not provide accounting, audit, legal, tax, employment, compliance or other professional advice.

 

7. AGENT SUPPORT; EXCLUDED SERVICES

Included support during the Initial Service Term and Rolling Support Term is limited to correcting reproducible material failures of the accepted Agent configurations, all for up to a maximum of five (5) hours per month. It excludes general or full NetSuite support; broader managed services; new functionality or Agents; optimization; changes caused by Customer data, systems, processes, volumes, or rules; Customer or third party modifications; platform, cloud, model, or provider changes; new integrations; retraining; redesign; reimplementation; monitoring; and infrastructure work. The Agents will be deployed in the customer environment identified in the applicable SOW, provided however, if deployment in, or migration to, AWS, Azure, GCP, or any other environment other than the customer environment is requested after implementation begins or after acceptance, such deployment in or migration is not included in the Monthly Service Fee or Ongoing Support Fee and will be performed, if at all, only under a signed SOW amendment or change order setting out revised scope, timing, dependencies, and additional fees. TRG has no obligation to reimplement or migrate an accepted Agent in or to a changed environment without such agreement.

TRG may require Customer to restore the accepted configuration before providing support. Following the Initial Service Term, support continues during the Rolling Support Term as stated in the Order Form. Upon termination of the Rolling Support Term, TRG has no further support, maintenance, monitoring, or update obligations unless the parties sign a new Order Form and SOW or amend the existing documents. Excluded work requires a signed change order or amendment to the applicable SOW and additional agreed fees.

8. THIRD-PARTY TECHNOLOGY AND CHANGES

The Agent may depend on third party platforms, models, APIs, connectors, and services subject to their providers’ terms, technical limits, security, availability, and pricing (“Third Party Technology”). Customer will comply with applicable provider terms and maintain required licenses.

TRG is not responsible for third party availability, downtime, security incidents, outputs, model behavior, discontinued functionality, price changes or other acts or omissions. TRG may substitute, modify, suspend or discontinue affected functionality where reasonably necessary because of a provider change, legal requirement, security concern, excessive cost or material risk, without liability for resulting delay or reduced functionality. Customer is responsible for applicable third party platform, hosting, AI model, API, token, transaction, infrastructure and similar third party charges.

 

9. SECURITY, DATA, AND CONFIDENTIALITY

Each party will use reasonable care to protect the other’s confidential information and use it only for this Agreement. Standard exclusions apply for information lawfully public, previously known, independently developed or lawfully received without restriction. Either party may disclose the other’s confidential information to the extent required by law, regulation, or court order, provided that the disclosing party gives reasonable prior notice where legally permitted.

Customer will provide only data necessary for the Services and is responsible for notices, consents, permissions, retention instructions, and lawful bases. To the extent Customer’s data includes personal data or personal information, the parties will execute an appropriate data processing or data protection agreement prior to Customer providing TRG access to such data. Customer shall not provide TRG access to special category personal data, sensitive personal information, or protected health information until the parties sign an appropriate data processing, data protection agreement, or supplemental data protection or data processing agreement covering such data.

Customer is responsible for Customer-environment security and access governance. No system is completely secure, and TRG does not warrant that the Agent or third party technology is immune from malicious code, unauthorized access or security incidents. Customer will not disclose credentials to TRG except through an approved secure method and will promptly revoke access when no longer required.

 

10. REGULATORY RESPONSIBILITY

Customer is responsible for determining whether its use of the Agent is permitted and for complying with laws applicable to its industry, data, decisions, and deployment, including required notices, human review, impact assessments, audits, recordkeeping, and appeal or contest rights. Customer will not deploy an Agent for employment, credit, housing, insurance, health care, biometric, critical-infrastructure, or other regulated or consequential decisions unless expressly approved in a written amendment signed by both parties and appropriate safeguards are implemented.

Each party is responsible for laws directly applicable to it in its stated role. TRG does not warrant that the Agent, standing alone, will satisfy Customer-specific legal or regulatory requirements.

 

11. LIMITED WARRANTY; DISCLAIMER

TRG warrants only that it will perform the Services with reasonable skill and care. Customer’s exclusive remedy is re-performance if Customer gives prompt, detailed notice during the Initial Service Term or Rolling Support Term, as applicable.

EXCEPT FOR THAT EXPRESS WARRANTY, THE SERVICES, AGENT, THIRD-PARTY TECHNOLOGY AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRG DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY AND RESULTS.

 

12. LIMITATION OF LIABILITY AND DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRG WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, SAVINGS, DATA, BUSINESS, OPPORTUNITY OR GOODWILL; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR LOSS, MISDIRECTION OR DELAY OF FUNDS, EVEN IF ADVISED OF THE POSSIBILITY.

TRG WILL NOT BE LIABLE FOR CUSTOMER DECISIONS, APPROVALS, PAYMENTS, TRANSFERS, TRANSACTIONS OR ACTIONS TAKEN OR OMITTED IN RELIANCE ON THE AGENT; CUSTOMER DATA, SYSTEMS, CREDENTIALS, INSTRUCTIONS, CONFIGURATIONS OR MODIFICATIONS; THIRD-PARTY TECHNOLOGY; TOKEN OR USAGE CHARGES; UNAUTHORIZED OR PROHIBITED USE; OR CUSTOMER’S FAILURE TO MAINTAIN HUMAN OVERSIGHT AND CONTROLS.

TRG’S TOTAL AGGREGATE LIABILITY ARISING FROM AN ORDER FORM, AN SOW, THE AGENT, SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE MONTHLY SERVICE FEES PAID TO TRG UNDER THE AFFECTED ORDER FORM AND SOW DURING THE THREE MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE CAP APPLIES IN THE AGGREGATE, REGARDLESS OF THEORY, NUMBER OF CLAIMS OR FAILURE OF A REMEDY.

13. CUSTOMER INDEMNITY

Customer will defend, indemnify and hold harmless TRG, its affiliates, licensors, subcontractors and personnel from third party claims, regulatory inquiries, damages, penalties, losses, costs and reasonable legal fees arising from Customer data, systems, instructions, configurations or modifications; Customer use or reliance; payments, transactions, decisions or communications made using the Agent; violation of law, provider terms or third party rights; failure to obtain notices, consents or permissions; prohibited or out-of-scope use; or failure to maintain required controls and human review. TRG will provide prompt notice and reasonable cooperation at Customer’s expense.

 

14. RECORDS; INCIDENT COOPERATION

Customer will retain appropriate logs, approvals, source records and audit trails for its use of the Agent. The parties will reasonably cooperate regarding a material incident affecting the Agent. Such cooperation does not expand TRG’s obligations or liability, and Customer will reimburse TRG for work caused by Customer systems, data, modifications, misuse or third parties.

 

15. TERM; SUSPENSION; TERMINATION

The Agreement begins on the Effective Date and continues until all applicable Order Forms and SOWs expire or terminate. The Initial Service Term and subsequent Rolling Support Term are stated in the Order Form. Customer has no right to terminate for convenience during the Initial Service Term and applicable SOW. Either party may terminate the Rolling Support Term on at least ninety (90) days’ prior written notice; such notice may not shorten the Initial Service Term. TRG may terminate for material breach not cured within thirty days after written notice. TRG may suspend Services or access to any Agent as provided in Section 4.

Suspension does not relieve payment obligations. Termination does not affect accrued rights or amounts. Provisions that by nature should survive, including fees, ownership, confidentiality, disclaimers, liability, indemnity, records and general terms, survive.

 

16. TESTIMONIALS AND CASE STUDIES

 TRG may create, publish, distribute, and otherwise use case studies, success stories, marketing materials, and promotional content describing the services provided to Customer and the outcomes achieved. Such materials may identify Customer and include Customer’s name, logo, and trademarks, unless Customer notifies TRG in writing that it objects to such use, in which case TRG will cease such use on a prospective basis within a reasonable timeframe from receipt of the objection.

 

17. GENERAL

The Order Form, each signed SOW, and the Terms incorporated in the Order Form are the entire agreement and supersede prior proposals, demonstrations, representations, and discussions. Customer purchase-order terms do not apply. In the event of a conflict, the terms of precedence shall be the Order Form; the applicable SOW and these Terms . Amendments and waivers must be signed by authorized representatives.  TRG reserves the right to amend or alter these Terms without Customer’s written authorization. Customer may not assign this Agreement without TRG’s consent. TRG may assign this Agreement without Customer’s consent. TRG is not liable for delay or failure caused by events beyond its reasonable control. Notices required or permitted under this Agreement must be in writing and delivered by email, nationally recognized overnight courier, or certified mail to the addresses stated in the applicable Order Form. This Agreement is governed by the laws of Delaware, without regard to conflicts principles. The state and federal courts in New Castle County, Delaware have exclusive jurisdiction. Electronic signatures and counterparts are effective.

18. IMPLEMENTATION READINESS AND CHANGE CONTROL

Before production deployment, Customer will identify authorized business, finance, security, and technical owners and confirm the environment, permitted functions, access permissions, data categories, required provider accounts, human approval gates, testing scenarios, approval owner, and rollback procedures. Customer will provide accurate, complete, and representative data, timely access and approvals, required licenses, and appropriate security and functional reviews. Customer will maintain human approval, segregation of duties, transaction limits, monitoring, logs, backups, rollback, and incident procedures, pay applicable third party charges, and confirm that the use case is not prohibited or an unapproved regulated use. TRG may defer deployment until readiness, testing, and controls are reasonably complete. These readiness requirements do not replace or accelerate the billing condition in the Order Form.

Before production deployment, Customer will identify authorized business, finance, security, and technical owners and confirm the environment, permitted functions, access permissions, data categories, required provider accounts, human approval gates, testing scenarios, approval owner, and rollback procedures. Customer will provide accurate, representative data and timely access and approvals, maintain required licenses, and complete functional and security reviews. TRG may defer deployment until readiness, testing, and controls are reasonably complete. These readiness requirements do not replace or accelerate the billing condition in the Order Form.

Changes to scope, data, integrations, access, volumes, deliverables, assumptions, timing, controls, or fees require a signed change order or amendment to the applicable SOW. TRG may pause affected work pending agreement. Customer-caused delay or change may require agreed timeline and fee adjustments. Functionality, integrations, deliverables, compliance outcomes, and performance commitments not expressly stated in the SOW are excluded, including data cleansing, Customer or third party remediation, infrastructure or security remediation, and audit, accounting, legal, tax, or compliance advice.