Terms of Service

1. Acceptance, Authority, and Electronic Records

1.1 Binding agreement

These Terms of Service ("Terms") form a binding agreement between Gennex IT Solutions LLC ("Gennex," "Company," "we," "us," or "our") and the business, organization, government entity, sole proprietor, or other legal person that accepts an Order Form, creates or uses an account, or otherwise accesses or uses the Service ("Customer," "you," or "your"). ServeLynx is the Company product governed by these Terms.

1.2 Methods of acceptance

Customer accepts these Terms by any of the following: clicking an acceptance button or checkbox; signing or electronically accepting an Order Form, Quote, Statement of Work, or other ordering document; creating or activating an account; downloading or using a ServeLynx mobile application; accessing or using the Service after receiving notice of these Terms; paying an invoice that references these Terms; or allowing an Authorized User to access or use the Service. If Customer does not agree, Customer must not access or use the Service.

1.3 Authority

The person accepting these Terms represents and warrants that the person is at least the age of legal majority, has authority to bind Customer, and is acting for business purposes. If that person lacks authority, the person must not accept or use the Service on behalf of Customer and may be personally responsible for unauthorized representations or use to the extent permitted by law.

1.4 Authorized Users

Customer is responsible for ensuring that every Authorized User complies with these Terms. Customer is liable for the acts and omissions of its Authorized Users, administrators, employees, contractors, portal users, and anyone who accesses the Service through Customer credentials, except to the extent directly caused by Company's material breach of these Terms.

1.5 Electronic records and proof of acceptance

Customer consents to electronic contracting, signatures, notices, records, and communications. Company may retain electronic evidence of acceptance, including the Terms version, accepted URL, date and time, user or account identifier, IP address, device or browser information, and related audit records. To the maximum extent permitted by law, Company's ordinary-course electronic records are admissible evidence of acceptance and use, subject to proof of manifest error.

1.6 B2B use only

The Service is offered for business and organizational use and is not offered as a personal, family, household, or consumer service. Customer must not use the Service for emergency dispatch, 911 functions, life-safety systems, critical infrastructure control, medical diagnosis or treatment, or any use where a failure could reasonably cause death, personal injury, or severe property or environmental damage.

2. Definitions

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Authorized User" means an employee, contractor, technician, dispatcher, administrator, manager, office worker, Customer portal user, End Customer, or other person Customer authorizes to access or use the Service.

"Company Parties" means Company and its members, managers, owners, officers, directors, employees, contractors, agents, Affiliates, licensors, suppliers, subprocessors, and service providers.

"Customer Data" means data, records, files, content, documents, images, photos, signatures, customer and vendor information, service records, quotes, invoices, payments and payment metadata, job records, notes, location and time records, inventory and purchasing data, AI inputs and saved outputs, and other information submitted to, generated through, or managed in a Customer account.

"Documentation" means Company user guides, in-product instructions, support materials, training materials, release notes, and technical documentation made available for the Service.

"End Customer" means a person or business that receives Customer's products, services, communications, invoices, portal access, or other interactions through ServeLynx.

"Order Form" means a Company quote, order, checkout page, subscription selection, Statement of Work, proposal, invoice, or other ordering document that identifies commercial terms.

"Personal Data" means information relating to an identified or identifiable individual, or substantially similar information, as defined by applicable privacy law.

"Professional Services" means implementation, onboarding, configuration, consulting, training, data migration, integration, website work, customization, or custom development provided by Company.

"Service" means the ServeLynx website, cloud platform, mobile application, APIs, customer portal, software, Documentation, support, Professional Services, integrations, and related services.

"Subscription Term" means the subscription period stated in an Order Form, including any renewal period.

"Third-Party Service" means a third-party product, platform, API, carrier, processor, mapping provider, payment provider, accounting system, AI provider, app store, hosting provider, communications provider, or other service that is used by, connected to, or interoperates with the Service.

3. Contract Documents and Order of Precedence

3.1 Incorporated documents

These Terms incorporate the applicable Order Form, Statement of Work, Acceptable Use Policy, Support and Service Availability Policy, Data Processing Addendum, Privacy Policy, and any written addendum signed or electronically accepted by both parties. The Privacy Policy describes data practices but does not create warranties, service levels, indemnities, or remedies beyond those expressly stated in these Terms, a DPA, or applicable law.

3.2 Order of precedence

If documents conflict, the following order controls solely for the conflicting subject matter: (a) a mutually signed master agreement or amendment that expressly overrides these Terms; (b) the Data Processing Addendum for Personal Data processing; (c) the applicable Order Form for pricing, term, purchased features, and expressly negotiated commercial terms; (d) the applicable Statement of Work for Professional Services; (e) an expressly purchased Service Level Agreement; (f) these Terms; (g) the Acceptable Use Policy; and (h) the Documentation and Privacy Policy.

3.3 Customer purchase-order terms rejected

Any terms contained in a Customer purchase order, vendor portal, procurement form, onboarding questionnaire, click-through page, or other Customer document are rejected and have no effect unless a Company-authorized representative expressly signs a written amendment identifying the specific accepted terms. Company's performance, invoice, or acceptance of payment does not constitute acceptance of Customer terms.

3.4 No oral modifications or sales promises

Oral statements, demonstrations, sales discussions, estimates, roadmaps, feature requests, and marketing materials do not modify these Terms or create a warranty. Customer is not relying on any statement not expressly included in a signed Order Form or amendment.

4. Service Description and Changes

4.1 Service functionality

ServeLynx is a field service management platform that may include leads and customers, scheduling and dispatch, appointments and service calls, quotes, invoices, payments, inspections, service reports, signatures, warranties, contracts, inventory, purchasing, time tracking, workforce location features, documents, customer portals, integrations, AI-assisted content, and a mobile application. Features depend on Customer's plan, configuration, location, device, enabled integrations, and current product release.

4.2 Service evolution

Company may add, improve, modify, replace, limit, or discontinue features, interfaces, workflows, APIs, and integrations. Company will use commercially reasonable efforts not to materially reduce the core functionality of a paid Service during a committed Subscription Term, except where a change is required for security, law, abuse prevention, third-party changes, product stability, or protection of Company or others.

4.3 Material discontinuation

If Company permanently discontinues the entire paid Service during a prepaid committed Subscription Term for reasons other than Customer breach, Company may provide a substantially similar replacement or terminate the affected Service and issue a prorated refund of prepaid unused subscription fees. That refund is Customer's sole remedy for the discontinuation.

4.4 No roadmap commitment

Previewed, planned, requested, or discussed features and release dates are nonbinding and may change. Customer's purchase is not contingent on future functionality unless an Order Form expressly states a binding deliverable and acceptance criteria.

4.5 Hosting and architecture

Company may determine and change the Service architecture, hosting model, infrastructure, data storage arrangement, vendors, and deployment methods. Customer has no right to a dedicated environment, specific server, specific data center, specific backup technology, source-code escrow, or particular data location unless expressly stated in a signed Order Form or addendum.

5. Accounts, Administrators, and Authorized Users

5.1 Account information

Customer must provide accurate legal, contact, billing, tax, and account information and keep it current. Customer authorizes Company to rely on instructions and approvals from Customer administrators and designated contacts until Company receives effective notice of a change.

5.2 Administrator authority

Customer administrators may invite or remove users, assign roles, enable integrations, configure permissions, access Customer Data, authorize payments, manage communications, enable location features, and make binding account decisions. Customer is responsible for selecting administrators and reviewing their access.

5.3 Credentials and devices

Customer must protect passwords, one-time codes, API keys, access tokens, devices, and administrator accounts; require appropriate authentication controls; prohibit credential sharing; and promptly disable access for persons who no longer require it. Company may require password resets, multi-factor authentication, device updates, or other safeguards as a condition of access.

5.4 Unauthorized access

Customer must promptly notify Company at [email protected] of suspected unauthorized access, compromised credentials, malicious activity, or security incidents involving Customer's account. Customer must preserve relevant evidence and cooperate with reasonable investigation and remediation steps.

5.5 Account access by Company

Customer authorizes Company personnel and service providers to access Customer accounts and Customer Data when reasonably necessary to provide support, perform requested configuration or migration, secure or maintain the Service, investigate abuse or incidents, comply with law, enforce agreements, or protect persons, systems, and data. Company will limit such access according to its operational and confidentiality controls.

5.6 Portal and shared-link security

Customer is responsible for deciding which End Customers receive portal access, links, documents, payment requests, signatures, or reports. Customer must use appropriate authentication, verify recipients, revoke access when needed, and avoid sending sensitive information through insecure or misaddressed channels.

6. Subscription License, APIs, and Restrictions

6.1 Limited license

Subject to these Terms and timely payment, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the purchased Service for Customer's internal business operations and permitted Customer portal interactions.

6.2 Usage limits

An Order Form may establish limits on users, locations, companies, storage, messages, transactions, API requests, integrations, support, or other usage. Customer must not avoid or circumvent limits. Company may apply reasonable rate limits, technical controls, overage charges, or suspension to protect the Service or enforce purchased limits.

6.3 APIs and access tokens

API access, if provided, is licensed only for authorized integration with Customer's account. Company may change, limit, throttle, suspend, or retire APIs and may revoke tokens that create risk or violate Documentation. Customer is responsible for API credentials, integration security, data validation, and all activity performed through Customer tokens.

6.4 Restrictions

Customer must not, and must not permit others to:

• copy, reproduce, modify, translate, adapt, reverse engineer, decompile, disassemble, discover source code, or create derivative works of the Service, except to the limited extent a restriction is prohibited by applicable law;
• sell, resell, rent, lease, sublicense, distribute, timeshare, provide service-bureau access, or make the Service available to third parties except as expressly permitted for Authorized Users and Customer portal users;
• use the Service, its output, non-public interfaces, or Documentation to develop, train, improve, benchmark, validate, market, or support a competing product, data set, model, or service;
• publish performance tests, security tests, comparative benchmarks, or non-public technical information without Company's prior written consent;
• circumvent authentication, authorization, rate limits, quotas, billing, usage restrictions, or security controls;
• probe, scan, penetration test, load test, stress test, scrape, crawl, or interfere with the Service without prior written authorization;
• introduce malware, ransomware, harmful code, excessive automated traffic, or activity that threatens the Service or others;
• remove, alter, or obscure proprietary notices, audit records, attribution, or branding except through an authorized white-label feature; or
• access or use the Service unlawfully, fraudulently, deceptively, or beyond the scope of Customer's authorization.

6.5 Open-source components

The Service may include open-source components governed by their applicable licenses. Those licenses control only the applicable components and do not grant rights to Company proprietary software, hosted services, data, branding, or Documentation.

7. Customer Responsibilities, Compliance, and Acceptable Use

7.1 Customer business responsibility

Customer is solely responsible for its business, products, services, personnel, customers, vendors, field work, communications, prices, taxes, permits, licenses, safety, payroll, employment practices, records, warranties, inventory, accounting, legal compliance, and decisions made using the Service.

7.2 Compliance with law

Customer must determine whether the Service is appropriate for its activities and use it in compliance with all applicable laws, regulations, contracts, industry rules, professional obligations, employment and labor requirements, privacy and surveillance laws, wage-and-hour rules, consumer-protection laws, communications and marketing laws, tax requirements, licensing rules, export restrictions, and safety standards.

7.3 Rights to data and instructions

Customer represents and warrants that it has all rights, permissions, consents, notices, authority, and lawful bases needed to collect, submit, use, disclose, transmit, instruct Company to process, and permit access to Customer Data. Customer must not instruct Company to violate law or third-party rights.

7.4 Prohibited and regulated data

Unless Company expressly authorizes the specific processing in a separately signed agreement, Customer must not store or process protected health information subject to HIPAA; full payment-card numbers or card security codes; Social Security numbers; bank-login credentials; biometric identifiers used for identification; government secrets; export-controlled technical data; highly sensitive financial credentials; criminal-history data; or other regulated data requiring controls not expressly offered by the Service. A general confidentiality clause, DPA, or use of encryption does not constitute authorization.

7.5 Acceptable Use Policy

Customer and Authorized Users must comply with Exhibit A. Company may investigate suspected violations and may remove content, restrict features, block communications, revoke tokens, or suspend access when Company reasonably believes action is necessary to address abuse, legal risk, security risk, third-party complaints, or harm.

7.6 Customer records and independent backups

Customer must review and preserve records required for its business, tax, accounting, payroll, employment, warranty, safety, licensing, and legal obligations. The Service and Company backups are not a substitute for Customer's independent record-retention and backup program.

8. Customer Data, Privacy, Security, and Retention

8.1 Customer ownership

As between the parties, Customer retains ownership of Customer Data. Company retains ownership of the Service, system data, security information, usage telemetry, de-identified data, and Company intellectual property.

8.2 Limited processing license

Customer grants Company and its service providers a worldwide, non-exclusive, royalty-free license during the applicable processing period to host, copy, transmit, display, organize, convert, back up, secure, analyze, and otherwise process Customer Data only as reasonably necessary to provide, support, maintain, secure, troubleshoot, improve, and administer the Service; perform Professional Services; comply with Customer instructions; enforce agreements; prevent fraud and abuse; comply with law; and create de-identified or aggregated information.

8.3 No generalized model training without authorization

Company will not intentionally use identifiable Customer Data to train a generalized Company or third-party artificial-intelligence model unless Customer affirmatively authorizes that use in writing or through a clearly disclosed feature setting. This restriction does not prevent processing needed to provide an AI request, security and abuse monitoring, or use of properly de-identified data.

8.4 Privacy Policy and DPA

The ServeLynx Privacy Policy describes Company's data practices. Exhibit C applies when Company processes Personal Data in Customer Data as a processor, service provider, contractor, or substantially similar role. Customer remains responsible for its own privacy notices, legal bases, consents, rights requests, retention decisions, and use of Customer Data.

8.5 Security safeguards

Company will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. Safeguards may include access restrictions, authentication controls, encrypted transmission, logging, monitoring, backup procedures, vulnerability management, incident response, and confidentiality obligations as appropriate to the Service. No system is completely secure, uninterrupted, or immune from error or attack.

8.6 Customer security obligations

Customer is responsible for secure devices and networks, user access reviews, administrator controls, strong credentials, available multi-factor authentication, lawful mobile permissions, integration security, endpoint protection, timely updates, and prompt user removal. Customer is responsible for incidents caused by Customer systems, credentials, instructions, users, integrations, or failure to follow reasonable security guidance.

8.7 Data accuracy and validation

Customer is responsible for the accuracy, completeness, legality, classification, and quality of Customer Data and for reviewing calculations, imports, reports, synchronization results, and system output before relying on them. Company is not responsible for errors originating in Customer Data, third-party data, configuration, or instructions.

8.8 Retention and export

Customer may export Customer Data using available Service functions during an active paid subscription. For up to thirty (30) days after termination or expiration, Customer may request an export in a format Company reasonably makes available, subject to technical availability, identity verification, applicable law, and payment of all undisputed amounts. Company may charge reasonable Professional Services fees for custom, legacy, unusually large, or manual exports.

8.9 Deletion and backups

After the post-termination export period, Company may disable access to and delete production Customer Data. Backup copies may remain until overwritten or deleted through ordinary backup rotation, or longer where reasonably required for security, legal hold, dispute, fraud prevention, tax, accounting, or legal obligations. Company is not required to recover deleted data from backups unless a signed Order Form expressly requires paid recovery services.

8.10 Location retention

Continuous or historical location points are ordinarily retained for up to seven (7) days after collection and then deleted through scheduled cleanup, unless Customer configuration, a written agreement, an investigation, legal hold, security need, or law requires a different period. GPS timestamps or coordinates associated with clock events, work sessions, service records, or audit events may remain with those records for the applicable Customer Data retention period.

8.11 Security incidents

Company will investigate confirmed security incidents involving Customer Data and provide notices required by applicable law or Exhibit C. Customer is responsible for its own notices and response obligations, except to the extent law directly requires Company to act. Unsuccessful login attempts, scans, blocked attacks, and events that do not compromise Customer Data are not security incidents requiring notice.

9. Workforce Monitoring, Timekeeping, and Location Data

9.1 Location and workforce features

The Service may process precise or approximate location, GPS timestamps, live and historical technician location, work-session activity, clock-in/out, break and travel records, job status, route information, productivity information, and related workforce data when Customer enables those features and users grant required permissions.

9.2 Customer notices and consent

Customer is solely responsible for providing legally sufficient workplace policies, notices, disclosures, bargaining or consultation, and obtaining all required consents and acknowledgments from employees, contractors, technicians, unions, works councils, Authorized Users, and other affected persons before enabling or using monitoring, timekeeping, productivity, or location features. Company may require an administrator acknowledgment before activation.

9.3 Active work use

Depending on device permissions and configuration, location collection may continue while the mobile application operates in the background during an active work session or location-enabled activity. Customer must configure and use the feature only for legitimate, lawful business purposes and must not use it for prohibited off-duty surveillance, harassment, retaliation, discrimination, or unrelated monitoring.

9.4 Timekeeping and payroll disclaimer

ServeLynx is not a payroll processor or legal timekeeping compliance system. Customer must review, correct, approve, and preserve time records; comply with meal, break, travel, overtime, rounding, posting, retention, and wage laws; and resolve discrepancies before using information for payroll, discipline, evaluation, or employment decisions.

9.5 Location limitations and safety

GPS and mapping data may be delayed, unavailable, inaccurate, or affected by permissions, hardware, battery settings, connectivity, buildings, operating-system restrictions, third-party maps, or user conduct. Location is not guaranteed for emergency response, personal safety, navigation, payroll proof, or legal evidence. Authorized Users must not interact with the Service while driving or in an unsafe manner.

9.6 Customer indemnity

Customer's indemnification obligations include claims, investigations, penalties, wage claims, privacy claims, surveillance claims, labor disputes, and other liabilities arising from Customer's monitoring, timekeeping, productivity, or location practices, including failure to provide notices or obtain required consent.

10. SMS, Email, Marketing, and Other Communications

10.1 Communication features

The Service may allow Customer to send or automate appointment confirmations, reminders, service updates, invoices, quotes, payment links, portal invitations, reports, marketing messages, email, SMS/text messages, push notifications, and other communications.

10.2 Customer is the sender

As between the parties, Customer is the sender, initiator, advertiser, and content owner of communications sent through or triggered by Customer's account, even when the Service supplies templates, scheduling, automation, numbers, domains, links, or delivery infrastructure.

10.3 Consent and legal compliance

Customer must obtain, document, and maintain all required opt-ins, consents, approvals, disclosures, and legal bases before sending communications. Customer is responsible for compliance with the Telephone Consumer Protection Act, CAN-SPAM Act, state mini-TCPA and telemarketing laws, privacy and consumer-protection laws, carrier and 10DLC rules, app and platform policies, and similar requirements.

10.4 Opt-outs and suppression

Customer must promptly honor unsubscribe, STOP, revocation, do-not-call, do-not-text, and other opt-out requests. Customer must not import, reactivate, override, or message recipients who opted out or who cannot lawfully receive the communication. Company may maintain or enforce suppression records and may block messages or campaigns to protect recipients, carriers, Company, and the Service.

10.5 Carrier registration and content

Customer is responsible for accurate brand and campaign registration, approved use cases, sender identification, message content, quiet hours, frequency, required disclosures, and carrier fees. Company may require registration information, reject content, suspend messaging, or pass through carrier penalties and fees.

10.6 Delivery disclaimer

Company does not guarantee delivery, timing, receipt, opening, display, or response. Communications may be filtered, delayed, blocked, shortened, reformatted, or rejected by carriers, devices, spam systems, recipients, providers, or law. Customer must use alternative methods for urgent or legally required notices.

10.7 Communication records

Customer is responsible for retaining evidence of consent, content, recipient, date, opt-out, and other records required by law. Service delivery logs are operational records and may not establish legal consent, delivery, identity, or receipt.

11. Fees, Billing, Taxes, Renewal, and Cancellation

11.1 Fees and usage charges

Customer will pay all fees stated in an Order Form, including subscription, onboarding, implementation, Professional Services, custom development, support, storage, usage, SMS/email, integration, payment, carrier, data-migration, and pass-through fees. Unless expressly stated otherwise, fees are in U.S. dollars and exclusive of taxes.

11.2 Payment authorization

Customer authorizes Company and its payment providers to charge the payment method on file for fees, renewals, taxes, overages, third-party pass-through charges, collection costs, and other amounts due. Customer must maintain valid billing information and promptly update expired or rejected payment methods.

11.3 Committed fees; no setoff

Except where these Terms expressly provide otherwise, fees are non-cancelable and non-refundable. Customer must pay committed Subscription Term fees regardless of usage, staffing changes, implementation delays caused by Customer, unused features, or early cancellation. Customer may not withhold, offset, deduct, or recoup amounts except as required by law or agreed in writing.

11.4 Taxes

Customer is responsible for sales, use, value-added, excise, communications, withholding, and similar taxes and governmental charges arising from the Service, excluding taxes based on Company's net income. If Company is required to collect or pay a Customer tax, Customer will pay or reimburse it unless Customer timely provides a valid exemption certificate.

11.5 Late payments and collections

Past-due amounts may accrue interest at one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is lower, beginning on the sixth day after the due date. Customer will reimburse reasonable collection costs, returned-payment fees, chargeback fees, attorneys' fees, court costs, and other expenses incurred to collect amounts due.

11.6 Billing disputes

Customer must send a detailed good-faith billing dispute to [email protected] within fifteen (15) days after the invoice date and pay all undisputed amounts when due. Customer waives billing objections not timely raised, except where waiver is prohibited by law. A chargeback submitted without first using this dispute process may constitute a material breach.

11.7 Automatic renewal

Unless an Order Form states otherwise, subscriptions automatically renew. A monthly subscription renews for successive one-month periods unless either party gives written non-renewal notice at least ten (10) days before the next billing date. A subscription longer than one month renews for a period equal to the expiring term or twelve (12) months, whichever is shorter, unless either party gives written non-renewal notice at least thirty (30) days before expiration.

11.8 Price and pass-through changes

Company may change subscription pricing for a renewal term by providing at least thirty (30) days' notice. Taxes, carrier charges, payment-provider fees, mapping costs, AI costs, app-store fees, and other third-party pass-through charges may be adjusted during a term when the third party changes the charge or Customer usage changes, with reasonable notice where practicable.

11.9 Suspension and reactivation

Company may suspend or limit Service access for non-payment after notice, or immediately for chargeback, fraud, repeated payment failure, or material risk. Fees continue during suspension. Company may require payment of all past-due amounts and a reasonable reactivation fee before restoring access.

12. Payments, Invoices, Accounting, Electronic Signatures, and Records

12.1 Third-party payment processors

Payment processing may be provided by Stripe, Square, or another Third-Party Service under separate terms. Company is not a bank, card network, merchant of record for Customer's field-service transactions, money transmitter, escrow agent, lender, tax preparer, or financial institution.

12.2 Cardholder data

Customer must use approved payment workflows and must not place full card numbers, card security codes, unmasked bank information, or payment credentials in notes, attachments, forms, screenshots, messages, AI prompts, or other general-purpose Service fields.

12.3 Customer financial records

Customer must review invoices, quotes, payment links, deposits, discounts, taxes, refunds, payment allocations, balances, accounting entries, inventory values, and synchronization results before sending, filing, posting, paying, or relying on them. Customer is responsible for correcting errors and reconciling Service records with processor, bank, accounting, tax, payroll, and physical records.

12.4 No tax, payroll, accounting, or legal advice

Calculations, reports, tax fields, accounting syncs, time records, and templates are operational tools only. Company does not determine tax nexus, rates, exemptions, filing obligations, wage treatment, overtime, accounting classification, revenue recognition, legal enforceability, or regulatory compliance. Customer must consult qualified professionals.

12.5 Electronic signatures and approvals

The Service may capture names, acknowledgments, drawings, signatures, initials, timestamps, device data, and approvals. Company does not verify a signer's identity, authority, intent, legal capacity, or the enforceability, notarization, authenticity, or evidentiary sufficiency of a signature or record. Customer is responsible for disclosures, consent to electronic records, authentication, witness or notarization requirements, retention, and legal use.

12.6 Chargebacks, refunds, and disputes

Customer is responsible for Customer transaction disputes, refunds, chargebacks, reversals, fraud, fees, processor reserves, and compliance obligations arising from Customer's goods, services, invoices, customers, or payment instructions. Company may reverse Service records or access where required by a processor, law, or risk control but is not liable for the underlying transaction.

13. Third-Party Services and Integrations

13.1 Separate services and terms

Third-Party Services are provided by independent third parties under their own terms, privacy policies, security practices, fees, and support arrangements. Company does not control and is not responsible for their availability, performance, security, accuracy, pricing, compliance, data practices, policy changes, suspensions, or discontinuation.

13.2 Authorization to connect

By enabling an integration, Customer represents that it has authority to access the Third-Party Service and authorizes Company to exchange, transmit, retrieve, transform, store, and process data as reasonably necessary to provide the integration. Customer is responsible for credentials, permissions, mappings, settings, and data shared with the provider.

13.3 Validation and errors

Customer must review all imported, exported, synchronized, geocoded, generated, or transformed information. Company is not liable for duplicate or missing records, delays, mapping errors, integration failures, API limitations, third-party outages, changed schemas, revoked access, token expiration, provider filtering, or Customer misconfiguration.

13.4 Integration discontinuation

Company may change or discontinue an integration if a provider changes or withdraws an API, increases cost, creates risk, imposes incompatible terms, or stops supporting the integration. Loss of a Third-Party Service does not entitle Customer to a refund unless the applicable Order Form expressly identifies that integration as a guaranteed material component and no reasonable alternative is available.

13.5 Third-party data and content

Customer is responsible for third-party content, licenses, intellectual-property rights, and data imported into or accessed through the Service. Company may remove or restrict content or connections in response to lawful requests, infringement allegations, provider requirements, or risk.

14. Artificial Intelligence Features

14.1 AI functionality

The Service may use artificial intelligence or machine-learning technology to draft, summarize, classify, translate, rewrite, extract, suggest, or generate service descriptions, quotes, reports, notes, messages, or other content ("AI Features").

14.2 Human review required

AI output may be inaccurate, incomplete, outdated, biased, offensive, unsafe, non-unique, or unsuitable. Customer is solely responsible for human review, factual verification, editing, approval, legal review, safety review, and deciding whether and how to use AI output.

14.3 Restricted uses

Customer must not rely on AI Features for emergency, medical, legal, tax, accounting, payroll, employment, safety, engineering, licensing, code-compliance, credit, insurance, eligibility, or other high-impact decisions without qualified human review and all required legal safeguards. Customer must not use AI output to mislead, impersonate, discriminate unlawfully, or violate rights.

14.4 Inputs and confidential data

Customer is responsible for AI inputs and must not submit prohibited regulated data, unnecessary Personal Data, confidential third-party information, trade secrets, copyrighted materials, or other content unless Customer has authority and the feature is appropriate for that information.

14.5 Third-party AI providers

AI Features may rely on OpenAI or another disclosed provider. Provider terms, retention controls, model behavior, availability, and policies may change. Company does not guarantee that AI output is protectable by intellectual-property law, unique, non-infringing, or free from similar output provided to others.

14.6 Ownership and responsibility

As between Company and Customer, Customer retains rights in Customer inputs and receives any rights Company may have in Customer-specific AI output, subject to third-party rights, provider terms, applicable law, and Company's ownership of the Service. Customer assumes all risk and liability arising from Customer's publication, communication, implementation, or reliance on AI output.

15. Field Service Work and Customer Business Operations

15.1 Customer controls field work

Customer, not Company, performs and controls all inspections, diagnoses, estimates, repairs, installations, maintenance, dispatch, route decisions, staffing, permits, licensing, safety procedures, parts, materials, subcontracting, warranties, customer relations, and field-service obligations.

15.2 No responsibility for physical services

Company Parties are not responsible for personal injury, property damage, environmental damage, code violations, unsafe work, failed inspections, defective repairs, missed appointments, technician conduct, inaccurate estimates, warranty disputes, parts failures, or Customer service quality.

15.3 Reports, inspections, and warranties

Service reports, inspection forms, checklists, photos, signatures, warranty records, asset histories, and templates do not certify safety, legal compliance, code compliance, manufacturer compliance, or professional adequacy. Customer must select appropriate forms, verify results, obtain required licenses and approvals, and issue legally sufficient warranties and disclosures.

15.4 Inventory and purchasing

Inventory, warehouse, vehicle, purchasing, receiving, serial, lot, and cost records are operational estimates and may be inaccurate due to entry errors, timing, theft, loss, damage, integration issues, or physical discrepancies. Customer must perform physical controls, counts, approvals, and reconciliation.

15.5 Release for Customer operations

To the maximum extent permitted by law, Customer releases Company Parties from claims arising from Customer's field work, products, services, personnel, customers, vendors, business decisions, use of Service output, or failure to independently verify information, except to the extent directly caused by Company's liability that cannot lawfully be disclaimed or limited.

16. Support, Availability, Maintenance, and Service Levels

16.1 Support

Company will provide support according to the applicable Order Form and Exhibit B. Support may be delivered through email, telephone, remote session, in-product tools, or other designated channels. Support response targets are goals, not resolution guarantees, unless an Order Form expressly purchases a committed SLA.

16.2 Support exclusions

Standard support does not include custom development, data cleanup, tax or accounting review, payroll review, legal advice, hardware repair, Customer network troubleshooting, unsupported devices or browsers, third-party support, training beyond the purchased package, or remediation of Customer misuse, unauthorized modifications, poor connectivity, or inaccurate data.

16.3 Maintenance

Company may perform scheduled or emergency maintenance and may deploy updates, patches, security changes, database work, migrations, or infrastructure changes. Company will use commercially reasonable efforts to provide notice of scheduled maintenance that materially affects the core Service. Emergency work may occur without advance notice.

16.4 Availability dependencies

Service availability depends on internet access, hosting, DNS, telecommunications, Customer networks and devices, mobile operating systems, app stores, browsers, payment providers, maps, communications providers, integrations, and other systems outside Company's control. Company is not liable for their acts, omissions, outages, restrictions, or failures.

16.5 Exclusive downtime remedy

Customer's sole and exclusive remedy for downtime, latency, maintenance, or support-response failure is the service credit expressly available under a purchased SLA. If no Order Form expressly states that an SLA is included, no uptime commitment or service credit applies.

17. Professional Services, Data Migration, and Custom Development

17.1 Statements of Work

Professional Services must be described in an Order Form or Statement of Work ("SOW"). Unless the SOW expressly states otherwise, dates and estimates are nonbinding, services are performed remotely, and additional work caused by Customer changes, missing information, delays, third parties, data quality, or scope expansion is billable at Company's then-current rates.

17.2 Customer cooperation

Customer must provide timely access, decisions, approvals, credentials, test users, sample data, business rules, technical information, personnel, and a safe and lawful working environment. Company is not responsible for delay, rework, or failure caused by Customer or a third party. Company may pause work and adjust schedules and fees when dependencies are not met.

17.3 Data migration and imports

Customer is responsible for source-data legality, backups, extraction, cleansing, mapping, completeness, and validation. Company may transform or omit unsupported data. Customer must review imported data within ten (10) business days after delivery and report specific material discrepancies. Use in production or failure to timely reject constitutes acceptance, subject to latent defects not reasonably discoverable during review.

17.4 Change requests

A request that changes scope, assumptions, interfaces, data, workflow, design, acceptance criteria, schedule, or dependencies may require a written change order, revised fees, and revised timeline. Company is not obligated to perform out-of-scope work without agreement.

17.5 Acceptance

Unless a SOW states different criteria, Customer must test deliverables and provide a detailed written rejection within five (5) business days after delivery. Deliverables are accepted upon production use, written approval, payment of the related milestone, or expiration of the review period without a valid rejection. Company will use commercially reasonable efforts to correct timely reported material nonconformities; re-performance is the exclusive remedy.

17.6 Ownership of custom work

Unless a signed SOW expressly assigns a specifically identified deliverable after full payment, Company owns all software, source code, object code, schemas, tools, libraries, templates, frameworks, connectors, scripts, configurations, workflows, designs, methods, know-how, improvements, and reusable or generalized components created or used in Professional Services. No work is "work made for hire" and no source code is delivered unless expressly stated in a signed SOW.

17.7 Customer license to deliverables

After full payment, Customer receives a limited, non-exclusive, non-transferable license to use Customer-specific deliverables solely with the Service and for Customer's internal business during the applicable Subscription Term, unless a signed SOW grants broader rights. Company may reuse ideas, skills, methods, and non-Customer-specific components, subject to confidentiality obligations.

17.8 Deposits and cancellation

Professional Services deposits, onboarding fees, and completed milestones are non-refundable. If Customer cancels or delays work, Customer must pay for work performed, committed resources, non-cancelable third-party costs, and reasonable wind-down expenses. Company may reallocate personnel and require a new schedule and deposit before resuming.

18. Intellectual Property, Feedback, and De-Identified Data

18.1 Company ownership

Company and its licensors own all right, title, and interest in the Service, Documentation, software, APIs, user interfaces, designs, workflows, templates, databases, schemas, algorithms, methods, know-how, security information, updates, improvements, and related intellectual property. No rights are granted except those expressly stated.

18.2 Customer materials

Customer retains ownership of Customer Data and Customer trademarks. Customer grants Company a limited license to use Customer names, marks, content, and materials only as needed to provide the Service, fulfill an Order Form, display Customer-configured branding, or as separately authorized for publicity.

18.3 Feedback

Customer and Authorized Users may provide suggestions, requests, ideas, or feedback. Company may use, modify, commercialize, and incorporate feedback without restriction, attribution, confidentiality, or compensation, provided Company does not identify Customer or disclose Customer Confidential Information without permission.

18.4 De-identified and aggregated data

Company may create and use aggregated, anonymized, or de-identified information for security, analytics, benchmarking, product improvement, support, planning, and business purposes, provided it does not reasonably identify Customer or an individual. Company will not attempt to re-identify properly de-identified data except to test de-identification or protect security as permitted by law.

18.5 Infringement notices

Customer must promptly notify Company of suspected infringement or unauthorized use of Company intellectual property. Company controls enforcement of its rights and has no obligation to pursue a claim at Customer's request.

19. Confidentiality

19.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, security information, pricing, product plans, source code, technical information, business plans, financial information, credentials, and non-public Service information.

19.2 Protection and use

The receiving party will use at least reasonable care to protect Confidential Information, use it only to perform obligations or exercise rights under the agreement, and disclose it only to personnel, advisors, insurers, financiers, service providers, and subprocessors who need to know it and are bound by appropriate confidentiality duties.

19.3 Exclusions

Confidential Information does not include information the receiving party can document was lawfully known without restriction, becomes public without breach, is independently developed without use of the information, or is lawfully received from another source without confidentiality duty.

19.4 Compelled disclosure

A receiving party may disclose Confidential Information where required by law, subpoena, court order, or governmental request, provided it gives notice where legally permitted and reasonably cooperates with protective efforts at the disclosing party's expense.

19.5 Duration and equitable relief

Confidentiality duties survive for five (5) years after disclosure, except trade secrets remain protected while they qualify as trade secrets and Customer Data remains protected as required by applicable law and the DPA. Unauthorized disclosure may cause irreparable harm for which equitable relief may be appropriate, in addition to other available remedies subject to these Terms.

20. Warranties and Disclaimers

20.1 Mutual authority

Each party represents that it has authority to enter into the agreement and perform its express obligations.

20.2 Limited Service warranty

During a paid Subscription Term, Company warrants that the core Service will materially conform to the then-current Documentation under normal authorized use. Customer must report a claimed material nonconformity within thirty (30) days after first occurrence and provide information reasonably needed to reproduce it.

20.3 Exclusive warranty remedy

Company's sole obligation and Customer's exclusive remedy for breach of the limited Service warranty is for Company to use commercially reasonable efforts to correct or provide a workaround. If Company cannot reasonably do so, Company may terminate the materially affected paid Service and refund prepaid unused subscription fees for the period after termination.

20.4 Warranty exclusions

The limited warranty does not apply to issues caused by Customer Data, Customer systems, unauthorized use, misuse, unsupported devices or browsers, third-party systems, integrations, internet or carrier conditions, beta or free features, failure to follow Documentation, or modifications not made by Company.

20.5 Disclaimer

EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, DOCUMENTATION, PROFESSIONAL SERVICES, SUPPORT, MOBILE APPLICATION, INTEGRATIONS, REPORTS, CALCULATIONS, MAPS, LOCATION DATA, COMMUNICATIONS, AI FEATURES, OUTPUTS, TEMPLATES, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY PARTIES DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SECURITY, AVAILABILITY, ERROR-FREE OPERATION, DATA PRESERVATION, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

20.6 Specific no-warranty statements

COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, COMPLETELY SECURE, FREE OF DEFECTS OR HARMFUL COMPONENTS, COMPATIBLE WITH EVERY SYSTEM OR DEVICE, OR THAT DATA WILL NEVER BE LOST, DELAYED, ALTERED, OR CORRUPTED. COMPANY DOES NOT WARRANT THE ACCURACY OR LEGAL SUFFICIENCY OF GPS DATA, MAPS, TIME RECORDS, TAXES, ACCOUNTING SYNCS, INVENTORY, REPORTS, SIGNATURES, AI OUTPUT, MESSAGE DELIVERY, PAYMENT STATUS, THIRD-PARTY DATA, OR CUSTOMER CONFIGURATION.

21. Limitations of Liability and No Personal Liability

21.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; LOST PROFITS, REVENUE, SAVINGS, GOODWILL, DATA, BUSINESS, CUSTOMERS, OPPORTUNITY, OR REPUTATION; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM CUSTOMER OPERATIONS; OR DAMAGES ARISING FROM THIRD-PARTY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

21.2 Aggregate liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ALL COMPANY PARTIES ARISING OUT OF OR RELATING TO THE AGREEMENT, SERVICE, PROFESSIONAL SERVICES, SUPPORT, OR ANY ORDER FORM WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC AFFECTED SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. FOR FREE, TRIAL, BETA, OR PREVIEW FEATURES, THE AGGREGATE CAP IS ONE HUNDRED DOLLARS ($100).

21.3 Single aggregate cap

The liability cap is a single aggregate cap shared by all Company Parties and all claims, events, Order Forms, theories, and remedies. Multiple claims do not increase the cap. Amounts paid as refunds, credits, indemnity, or damages count toward the cap.

21.4 Customer obligations not capped

The limitations do not limit Customer's payment obligations; Customer's indemnification duties; Customer's breach of license or use restrictions; Customer's infringement or misuse of Company intellectual property; Customer's violation of communications, monitoring, privacy, employment, or field-service laws; Customer's fraud, willful misconduct, or unlawful activity; or amounts that cannot lawfully be limited.

21.5 No personal liability

All obligations to Customer are solely obligations of Gennex IT Solutions LLC. No individual member, manager, owner, officer, director, employee, contractor, agent, Affiliate, supplier, or service provider assumes personal liability solely because of that person's role or work for Company. Customer agrees not to pursue or name an individual Company Party for a Company contractual obligation, except for that individual's independent fraud or willful misconduct to the extent liability cannot lawfully be waived or limited.

21.6 Allocation of risk

The fees reflect this allocation of risk. The exclusions and caps apply regardless of legal theory, including contract, tort, negligence, strict liability, statute, indemnity, or otherwise; apply even if a remedy fails of its essential purpose; and apply to the maximum extent permitted by law.

22. Indemnification

22.1 Customer indemnity

Customer will defend, indemnify, and hold harmless Company Parties from and against third-party claims, demands, investigations, proceedings, losses, liabilities, fines, penalties, judgments, settlements, damages, costs, and expenses, including reasonable attorneys' fees and defense costs as incurred, arising out of or relating to:

• Customer Data, Customer content, Customer instructions, or Customer's lack of rights or legal basis;
• Customer's products, services, field work, inspections, repairs, installations, warranties, permits, licenses, safety practices, employees, contractors, technicians, vendors, or End Customers;
• personal injury, death, property damage, environmental harm, or regulatory violation connected with Customer operations;
• Customer invoices, quotes, taxes, time records, payroll decisions, accounting, payments, refunds, chargebacks, electronic signatures, approvals, or financial records;
• Customer communications, marketing, SMS, email, calls, consent, opt-outs, carrier registration, or message content;
• Customer monitoring, location tracking, timekeeping, productivity, employment, labor, wage, surveillance, or privacy practices;
• Customer's use or publication of AI input or output;
• Customer's use of Third-Party Services, integrations, credentials, data, or content;
• Customer's violation of law, third-party rights, these Terms, an Order Form, the AUP, or third-party terms; or
• Customer's fraud, gross negligence, willful misconduct, unlawful conduct, or unauthorized use.

22.2 Defense control

Company will give reasonably prompt notice of a covered claim, subject to no loss of rights except to the extent Customer is materially prejudiced. Customer must use counsel reasonably acceptable to Company and may not settle a claim that admits fault by, imposes obligations on, restricts, or fails to fully release a Company Party without Company's prior written consent. Company may participate with counsel at its own expense or assume control if Customer fails to provide an adequate defense, at Customer's expense.

22.3 Limited Company IP indemnity

For a paid Service, Company will defend Customer against a third-party claim alleging that Customer's authorized use of the unmodified Service as provided by Company directly infringes a United States patent, copyright, or trademark, or misappropriates a United States trade secret, and will pay damages finally awarded or approved in a settlement controlled by Company, subject to Sections 21 and 22.

22.4 IP exclusions and remedy

Company has no IP indemnity obligation for Customer Data or content; Customer or third-party modifications; combinations with items not supplied by Company; use outside the agreement or Documentation; continued use after notice or a replacement; open-source components; Third-Party Services; beta, trial, or free features; or claims caused by Customer breach. Company may obtain a right to continue use, modify or replace the affected Service, or terminate it and refund prepaid unused fees. This is Company's entire obligation and Customer's exclusive remedy for intellectual-property claims.

22.5 Indemnity cap

Company's IP indemnity obligations, including defense costs and damages, are subject to and included within the aggregate liability cap in Section 21.2. Customer's indemnification obligations are not subject to that cap.

23. Insurance and Allocation of Operational Risk

23.1 Customer insurance

Customer must maintain insurance required by law and commercially reasonable for its operations, personnel, vehicles, property, professional work, cyber/privacy exposure, and services. If an Order Form requires specified coverage, Customer must maintain it during the Subscription Term and provide reasonable evidence upon request.

23.2 Workers' compensation and field risk

Customer is solely responsible for workers' compensation, unemployment, vehicle, general liability, professional, licensing, bonding, and other coverage applicable to Customer personnel and field activities. Company does not insure or assume Customer operational risk.

23.3 No fiduciary or agency relationship

Company is an independent software provider and contractor. Company does not act as Customer's employer, co-employer, payroll agent, tax agent, fiduciary, professional advisor, partner, franchisee, joint venturer, field-service contractor, payment agent, or insurer.

24. Suspension, Termination, and Data Export

24.1 Suspension

Company may immediately suspend, restrict, throttle, quarantine, or disable all or part of the Service if Company reasonably believes action is necessary because of non-payment, chargeback, fraud, security risk, unlawful activity, AUP violation, prohibited data, excessive use, third-party suspension, legal demand, infringement claim, risk to others, or material breach. Company will use commercially reasonable efforts to notify Customer where practicable. Company is not liable for a good-faith suspension under this Section.

24.2 Termination for cause

Either party may terminate an affected Order Form for material breach that remains uncured thirty (30) days after written notice. Company may terminate immediately for unlawful use, security threats, prohibited data, infringement or misuse of Company intellectual property, material license restriction breach, insolvency, repeated non-payment, fraud, or conduct that creates material legal, operational, or reputational risk.

24.3 Termination or non-renewal by Company

Company may non-renew any subscription in accordance with Section 11.7. Company may terminate a month-to-month Service without cause on thirty (30) days' notice. For a prepaid committed term, Company may terminate without cause on sixty (60) days' notice and provide a prorated refund of prepaid unused subscription fees as Customer's sole remedy.

24.4 Effect of termination

Upon termination or expiration, Customer's access rights end, Authorized Users must stop using the Service, and all accrued and committed amounts become due. Termination does not relieve Customer of fees for a committed term unless these Terms expressly provide a refund. Customer must remove Company software, credentials, or confidential materials as directed.

24.5 Export and deletion

Customer is responsible for exporting Customer Data before termination. The limited post-termination export period and deletion practices in Section 8 apply. Company may condition export on identity verification and payment of undisputed amounts, except where law requires otherwise. Company has no obligation to preserve Customer Data after the applicable retention period. See also our Account & Data Deletion notice.

24.6 Survival

Provisions that by their nature should survive will survive, including payment, data rights needed for retention and legal compliance, confidentiality, intellectual property, disclaimers, limitations, indemnification, dispute resolution, records, and general terms.

25. Mobile Applications and App Stores

25.1 Mobile requirements

Mobile use requires a compatible device, supported operating system, internet or cellular service, current app version, and permissions. Customer is responsible for devices, data plans, carrier charges, security, app settings, updates, and user compliance. The ServeLynx mobile application is available to customers on Android, with iOS available on request.

25.2 Safety

Authorized Users must not interact with the mobile application while driving, operating machinery, performing hazardous work, or when use would be unsafe or unlawful. Mapping and route features do not replace safe judgment, traffic laws, posted restrictions, or professional navigation tools.

25.3 App-store relationship

If an app is obtained through Google Play, the Apple App Store, or another marketplace, the marketplace terms also apply. The agreement is between Customer and Company, not the marketplace provider. Company, not the marketplace, is responsible for the Service and support, subject to these Terms.

25.4 Apple supplemental terms

If and when an iOS application is made available: (a) the license is limited to Apple-branded products owned or controlled by the Authorized User as permitted by Apple usage rules and Family Sharing or volume-purchase rules where applicable; (b) Apple has no maintenance or support obligation; (c) to the extent any warranty exists and the app fails to conform, the user may notify Apple for any refund Apple is required to provide, and Apple has no other warranty obligation; (d) Company, not Apple, is responsible for product claims and intellectual-property claims, subject to these Terms; (e) users represent they are not in an embargoed country or on a prohibited-party list; (f) users must comply with third-party service terms; and (g) Apple and its subsidiaries are third-party beneficiaries entitled to enforce these mobile terms.

25.5 Updates and withdrawal

Company may require updates for security, compatibility, or continued operation. Older versions may stop functioning. App stores may delay, reject, suspend, or remove an app, and Company is not liable for app-store actions outside Company's reasonable control.

26. Trials, Beta, Preview, and Free Features

26.1 Special status

Company may provide beta, preview, pilot, evaluation, trial, experimental, early-access, or free features. They may be incomplete, confidential, unsupported, changed, restricted, or discontinued at any time and may contain defects or cause loss of data.

26.2 No production reliance

Customer must not rely on such features for critical, regulated, safety-sensitive, payroll, tax, financial, or production workflows unless Company expressly approves the use in a signed document. Company may impose additional terms and usage limits.

26.3 Warranty and liability

Beta, preview, trial, and free features are provided without warranty, support commitment, service level, data-retention commitment, indemnity, or continued availability. The special liability cap in Section 21.2 applies.

27. Publicity and Trademarks

27.1 Customer marks

Company may use Customer's name and logo in public customer lists, case studies, testimonials, press releases, or marketing only with Customer's written or electronic authorization, which may be included in an Order Form. Customer may revoke prospective marketing use by written notice, but revocation does not require recall of materials already produced or distributed.

27.2 ServeLynx marks

Gennex, ServeLynx, associated logos, and product names are Company trademarks or service marks. Customer may accurately identify itself as a ServeLynx customer but may not imply endorsement, partnership, certification, ownership, or authorization beyond the agreement or use Company marks in advertising without permission.

27.3 White-label and Customer branding

If a white-label or Customer-branding feature is enabled, Customer grants Company the right to display Customer marks as configured and is responsible for the legality, accuracy, and rights to those marks. White labeling does not transfer ownership of the Service or remove Company rights and required legal notices.

28. Changes to These Terms

28.1 Updates

Company may update these Terms to reflect Service changes, legal requirements, security risks, business practices, or third-party requirements. Company will post the updated version and update the effective date.

28.2 Material changes

For a material adverse change to a paid Service, Company will provide at least thirty (30) days' notice by email, in-app notice, account notice, or website posting. Unless a change is required sooner by law, security, abuse prevention, or third-party requirements, a material adverse change to committed commercial terms will apply at the next renewal unless Customer accepts it earlier.

28.3 Continued use

Continued use after the effective date constitutes acceptance. If Customer rejects an update that applies before renewal, Customer's exclusive remedy is to stop using the affected Service and send notice before the effective date. Company may determine whether a prorated refund is required under the applicable Order Form or law.

29. Governing Law, Arbitration, Class and Jury Waivers, and Claim Limit

READ THIS DISPUTE-RESOLUTION SECTION CAREFULLY. Except for the limited exceptions below, disputes must be resolved through individual binding arbitration, not a court or jury. Class, collective, representative, and consolidated proceedings are waived to the maximum extent permitted by law.

29.1 Florida law

The agreement is governed by Florida law, without regard to conflict-of-laws rules. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement.

29.2 Notice and informal resolution

Before initiating arbitration or litigation, a party must send a written Notice of Dispute describing the facts, legal basis, requested relief, and settlement demand, and the parties must attempt in good faith to resolve the dispute for at least thirty (30) days. Notices to Company must be sent to [email protected] with the subject "LEGAL NOTICE - DISPUTE." This requirement does not prevent urgent temporary relief for security, confidentiality, or intellectual property.

29.3 Mandatory individual arbitration

Except for claims eligible for small-claims court, Company collection of undisputed past-due amounts, or a request for temporary or injunctive relief to protect intellectual property, Confidential Information, systems, security, or data, every dispute arising out of or relating to the agreement, Service, Professional Services, relationship, or termination will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. One arbitrator will conduct the proceeding in English in Manatee County, Florida, or remotely at the arbitrator's direction. Judgment may be entered in any court with jurisdiction.

29.4 Arbitration authority and confidentiality

The arbitrator has exclusive authority to resolve disputes concerning the scope, interpretation, enforceability, or formation of the arbitration agreement, except a court will decide the enforceability of the class-action waiver. The arbitrator may award relief available in court consistent with these Terms. The parties will keep arbitration filings, evidence, hearings, and awards confidential except as needed to enforce an award, comply with law, or protect a legal right.

29.5 Class and representative action waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY. NO ARBITRATION OR COURT PROCEEDING MAY PROCEED AS A CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION, AND NO ARBITRATOR MAY COMBINE CLAIMS OF DIFFERENT CUSTOMERS OR PERSONS WITHOUT ALL PARTIES' WRITTEN CONSENT.

29.6 Jury-trial waiver

FOR ANY DISPUTE PERMITTED TO PROCEED IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

29.7 Court venue

A court proceeding permitted under this Section must be brought exclusively in a state court located in Manatee County, Florida, or the United States District Court having jurisdiction over Manatee County. Each party consents to personal jurisdiction and venue and waives objections based on forum or inconvenience.

29.8 One-year claim limit

TO THE MAXIMUM EXTENT PERMITTED BY LAW, A CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED. THIS LIMIT DOES NOT SHORTEN A PERIOD THAT CANNOT LAWFULLY BE SHORTENED.

29.9 Fees and costs

Each party will bear its own attorneys' fees and costs except as expressly provided for collection, indemnification, an applicable statute, or an arbitrator or court sanction. Arbitration fees will be allocated under the applicable AAA Commercial Arbitration Rules, subject to the arbitrator's authority and applicable law.

29.10 Severability of dispute terms

If a portion of this Section is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. If the class-action waiver is held unenforceable for a particular claim, that claim will proceed in court and not class arbitration, while arbitrable individual claims remain in arbitration.

30. General Terms

30.1 Assignment

Customer may not assign, delegate, transfer, or sublicense the agreement or an account without Company's prior written consent. Company may assign or transfer the agreement, in whole or part, to an Affiliate or in connection with financing, restructuring, merger, acquisition, sale of assets, change of control, or operation of law. Any prohibited assignment is void.

30.2 Force majeure

Company is not liable for delay, interruption, or failure caused by events beyond its reasonable control, including natural disaster, severe weather, fire, epidemic, war, terrorism, civil unrest, labor action, government action, court order, utility failure, internet or telecommunications failure, cyberattack, denial-of-service attack, hosting failure, carrier or app-store action, payment-provider failure, third-party outage, or supply shortage.

30.3 Subcontractors and providers

Company may use Affiliates, contractors, subprocessors, licensors, hosting providers, and other service providers to perform obligations. Company remains responsible only to the extent expressly required by these Terms or the DPA.

30.4 Independent contractors

The parties are independent contractors. The agreement does not create an employment, agency, partnership, joint venture, franchise, fiduciary, reseller, or exclusive relationship. Neither party may bind the other except as expressly authorized in writing.

30.5 No third-party beneficiaries

Except for Company Parties, licensors, indemnified parties, and Apple as expressly stated in Section 25, there are no third-party beneficiaries.

30.6 Non-solicitation

During the Subscription Term and for twelve (12) months afterward, Customer will not knowingly and directly solicit for employment or engagement, or hire, a Company employee or contractor who materially provided Professional Services or support to Customer, without Company's written consent. This restriction does not apply to general advertisements or recruiting not specifically targeted at that person, or a person who independently approaches Customer without targeted solicitation.

30.7 Export, sanctions, and anti-corruption

Customer must comply with applicable export controls, sanctions, anti-boycott, and anti-corruption laws and must not permit access from prohibited jurisdictions or by prohibited persons, or use the Service for prohibited end uses. Customer represents that it is not subject to applicable sanctions or embargo restrictions.

30.8 U.S. government use

The Service is commercial computer software and commercial computer software documentation. Government users receive only the rights granted to other customers under these Terms, subject to applicable procurement law.

30.9 Severability and reformation

If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain effective. If modification is not permitted, the provision will be severed only to the necessary extent.

30.10 Waiver

A waiver must be in writing by an authorized representative and applies only to the specific instance. Delay or failure to enforce a right is not a waiver. Remedies are cumulative unless expressly exclusive.

30.11 Entire agreement

The contract documents identified in Section 3 are the entire agreement concerning the Service and supersede prior or contemporaneous proposals, communications, understandings, and agreements on the same subject, except a signed agreement that expressly remains controlling.

30.12 Electronic signatures and counterparts

Order Forms, amendments, and other documents may be executed electronically and in counterparts. Electronic signatures, clickwrap acceptance, and electronic records have the same effect as original signatures and paper records to the maximum extent permitted by law.

30.13 Interpretation

Headings are for convenience. "Including" means "including without limitation." "Written" includes email and electronic records unless a specific delivery method is required. No ambiguity will be construed against a party because it drafted the text. English controls over any translation unless a signed agreement states otherwise.

31. Notices and Contact

31.1 Operational notices

Company may send account, billing, security, renewal, legal, and operational notices by email to Customer contacts, in-app message, account notice, invoice, or posting in the Service or on the ServeLynx website. Customer must keep contact information current. Notice is effective when sent or posted, unless a later effective date is stated.

31.2 Customer legal notices

Customer legal notices, non-renewal notices, breach notices, and Notices of Dispute must be sent to [email protected] with a subject clearly identifying the notice. A cancellation or non-renewal request is effective only when it identifies the Customer account and requested effective date and is received before the applicable deadline. Routine support requests are not legal notices unless clearly designated.

31.3 Contact

Exhibit A. Acceptable Use Policy

This Acceptable Use Policy ("AUP") is part of the Terms. Customer must not, and must not permit an Authorized User or third party to:

• use the Service for unlawful, fraudulent, deceptive, abusive, threatening, harassing, defamatory, obscene, discriminatory, exploitative, or infringing activity;
• send spam, phishing, malware, illegal telemarketing, unsolicited commercial messages, or communications without required consent;
• upload malware, ransomware, spyware, viruses, harmful code, corrupted files, or content designed to disrupt, damage, surveil, or obtain unauthorized access;
• gain or attempt unauthorized access to accounts, systems, data, credentials, networks, APIs, or integrations;
• scan, probe, penetration test, load test, stress test, scrape, crawl, or use automated extraction except through authorized APIs and within documented limits;
• circumvent security, authentication, billing, permissions, rate limits, quotas, suppression lists, or access controls;
• interfere with or degrade the Service, infrastructure, providers, networks, carriers, app stores, or other users;
• store prohibited sensitive or regulated data without a signed agreement specifically authorizing it;
• use monitoring, location, timekeeping, messaging, payment, signature, AI, or customer-portal features without required rights, notices, consent, and legal compliance;
• misrepresent identity, authorization, service status, payment status, customer approval, signature, inspection result, invoice, quote, warranty, or communication;
• infringe or misappropriate intellectual property, privacy, publicity, confidentiality, or other rights;
• generate, upload, store, or distribute child sexual abuse material, non-consensual intimate imagery, exploitative content, or content that facilitates serious harm;
• use the Service to discriminate unlawfully or make prohibited employment, credit, insurance, housing, medical, or other high-impact decisions;
• use the Service to build, train, benchmark, support, or market a competing product, model, or service;
• resell, sublicense, timeshare, or provide unauthorized third-party access; or
• engage in activity that Company reasonably determines creates material legal, security, operational, financial, carrier, platform, or reputational risk.

A.1 Enforcement

Company may investigate suspected violations; preserve and disclose information as required by law; remove or restrict content; block recipients, numbers, domains, integrations, tokens, or features; impose limits; and suspend or terminate access. Company is not obligated to monitor all content and does not assume responsibility for Customer activity by taking or declining enforcement action.

A.2 Abuse reporting

Reports of suspected abuse may be sent to [email protected]. Company may request supporting information and may share a report with Customer, providers, authorities, or affected parties where reasonably necessary and legally permitted.

Exhibit B. Support and Service Availability Policy

B.1 Standard support

Unless an Order Form states otherwise, standard support is provided during Company's published business hours through designated support channels. Customer must provide a clear description, affected users, screenshots or logs where safe, reproduction steps, business impact, and a responsive contact. Company may reclassify priority based on actual impact.

B.2 No resolution guarantee

Response targets are not resolution deadlines. Resolution depends on reproducibility, Customer cooperation, severity, third parties, data, scope, and technical complexity. Company may provide a workaround, mitigation, repair, configuration change, update, or other reasonable response.

B.3 Default availability status

Unless an Order Form expressly states "SLA Included," Company provides no contractual uptime percentage, service credit, or continuous-availability guarantee. Company will use commercially reasonable efforts to operate the core paid web application, subject to exclusions and dependencies.

B.4 Optional purchased SLA

If an Order Form expressly states "SLA Included," the following applies to the core paid web application only: Company will use commercially reasonable efforts to achieve 99.5% Monthly Availability. "Monthly Availability" means total minutes in the calendar month minus Excluded Minutes, divided by total minutes minus Excluded Minutes, measured using Company's monitoring records.

Credits are Customer's sole remedy for availability failure, are applied only to future invoices, have no cash value, cannot exceed 20% of the affected monthly subscription fee, do not apply to Professional Services or third-party charges, and are unavailable if Customer has past-due amounts. Customer must request a credit in writing within fifteen (15) days after the affected month and provide reasonable details.

B.5 Excluded Minutes

• scheduled maintenance and reasonably necessary emergency maintenance;
• beta, preview, trial, free, mobile-app-store, or non-production features;
• Customer devices, systems, networks, browsers, VPNs, firewalls, configurations, credentials, misuse, excessive load, prohibited use, or failure to follow Documentation;
• Third-Party Services, including hosting dependencies, telecommunications, internet, DNS, carriers, SMS/email, payment processors, maps, accounting, AI, app stores, and customer-selected integrations;
• force majeure, attacks, security incidents not caused by Company's failure to use commercially reasonable safeguards, or government and legal action;
• suspension or restriction permitted by the agreement; and
• unavailability not confirmed by Company monitoring or lasting less than five consecutive minutes.

Exhibit C. Data Processing Addendum

This Data Processing Addendum ("DPA") forms part of the Terms when Gennex processes Personal Data in Customer Data on behalf of Customer. Capitalized terms not defined here have the meanings in the Terms.

C.1 Definitions

"Applicable Data Protection Law" means a law applicable to Company's processing of Customer Personal Data in its role as processor, service provider, contractor, or substantially similar role. "Customer Personal Data" means Personal Data contained in Customer Data that Company processes on Customer's behalf. "Data Subject Request" means a request by an individual to exercise a privacy or data-protection right. "Security Incident" means a confirmed breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data. It excludes unsuccessful attempts and events that do not compromise Customer Personal Data. "Subprocessor" means a third party engaged by Company to process Customer Personal Data on Customer's behalf.

C.2 Scope and roles

For Customer Personal Data, Customer is the controller, business, or equivalent entity and Company is the processor, service provider, contractor, or equivalent entity, except where Company processes account, billing, support, security, legal-compliance, and business information for its own purposes as described in the Privacy Policy. Customer is responsible for determining the lawfulness, purposes, means, notices, consents, and legal bases for Customer processing.

C.3 Documented instructions

Company will process Customer Personal Data only to provide, secure, support, maintain, and administer the Service and Professional Services; follow Customer's documented lawful instructions expressed through the agreement, configuration, and use; prevent fraud and abuse; comply with law; and create de-identified information. If Company reasonably believes an instruction violates law, Company may suspend the instruction and notify Customer where legally permitted.

C.4 Customer obligations

Customer represents that it has provided required notices, obtained required consents, established lawful bases, limited data to what is necessary, configured the Service appropriately, and may lawfully instruct Company and Subprocessors to process Customer Personal Data. Customer is responsible for Data Subject Requests, retention instructions, accuracy, access decisions, and prohibited-data restrictions.

C.5 Confidentiality

Company will require persons authorized to process Customer Personal Data to be subject to confidentiality obligations or an appropriate statutory duty and to process data only as necessary for their assigned duties.

C.6 Security measures

Company will maintain commercially reasonable technical and organizational measures appropriate to the nature of the Service and risk, as further described in Annex 2. Customer acknowledges that security is a shared responsibility and no system is completely secure.

C.7 Subprocessors

Customer gives Company general authorization to use Subprocessors, including those in Annex 3 and the then-current Privacy Policy. Company may add or replace a material Subprocessor and provide notice through the Privacy Policy, a subprocessor page, email, or account notice. Customer may object within ten (10) days solely on reasonable documented data-protection grounds. The parties will work in good faith; if no reasonable alternative exists, Customer's exclusive remedy is to stop the affected processing or terminate the affected Service, with any refund determined under the Order Form and Terms. Company will impose data-protection obligations on Subprocessors appropriate to their processing.

C.8 Data Subject Requests

If Company receives a Data Subject Request concerning Customer Personal Data, Company may direct the requester to Customer. Taking into account the nature of processing, Company will provide reasonable assistance through available Service functionality and, where necessary, reasonable manual assistance. Company may charge reasonable fees for substantial manual assistance unless law prohibits charging.

C.9 Security Incidents

Company will notify Customer without undue delay after confirming a Security Incident affecting Customer Personal Data, as required by Applicable Data Protection Law. Notice may be delivered to Customer's designated contacts and will include information reasonably available concerning the nature, affected data, likely consequences, and remediation. Notice is not an admission of fault or liability. Customer is responsible for notices to individuals and authorities unless law directly requires Company to notify them.

C.10 Privacy assessments and consultations

Upon reasonable written request and subject to confidentiality, Company will provide information reasonably available to assist Customer with legally required data-protection impact assessments or regulator consultations relating specifically to Customer's use of the Service. Additional or specialized assistance is billable at Company's then-current Professional Services rates unless law requires otherwise.

C.11 Audits and compliance information

No more than once annually, unless a confirmed Security Incident or regulator requires more, Customer may request information reasonably necessary to demonstrate Company's compliance with this DPA. Company may satisfy the request through questionnaires, summaries, policies, independent reports, or other documentation. On-site audits require at least thirty (30) days' notice, a mutually agreed scope and time, confidentiality, no access to other customers or sensitive security information, no disruption, and reimbursement of Company's reasonable costs. A qualified independent auditor must conduct any audit.

C.12 Return and deletion

Upon termination, Company will make Customer Data available for export and delete it according to Sections 8 and 24, unless retention is required or permitted for backup rotation, security, legal hold, dispute, fraud prevention, tax, accounting, or law. Company may retain de-identified information that does not identify Customer or individuals.

C.13 International transfers

The default Service is provided from the United States. Customer must notify Company before using the Service in a manner that requires a restricted international-transfer mechanism. If required and mutually agreed, the parties will execute applicable Standard Contractual Clauses, a United Kingdom addendum, or another lawful transfer mechanism. This DPA does not by itself incorporate unsigned transfer clauses or authorize processing prohibited by an Order Form.

C.14 U.S. state service-provider terms

To the extent a U.S. state privacy law applies and Company is a service provider, contractor, or processor, Company will not sell or share Customer Personal Data; will not retain, use, or disclose it outside the business purposes and services specified in the agreement except as permitted by law; will not combine it with personal information received from another source except as permitted by law; will provide substantially the same level of protection required by applicable law; and will notify Customer if Company determines it can no longer meet an applicable obligation. Customer may take reasonable and appropriate steps to help ensure compliant use and to stop and remediate unauthorized use, subject to the audit limitations above.

C.15 Restricted data and HIPAA

This DPA does not authorize protected health information subject to HIPAA or other prohibited regulated data. A separate signed addendum that expressly identifies the data and legal framework is required before such processing. Company is not a business associate and will not sign a business associate agreement unless Company expressly agrees in writing after implementing the required program.

C.16 Liability and priority

All liability arising from this DPA is subject to the limitations, exclusions, and aggregate cap in the Terms, and Customer indemnification applies to Customer's privacy obligations and instructions. If this DPA conflicts with the Terms on processing of Customer Personal Data, this DPA controls only for that subject. Otherwise, the Terms control.

Annex 1 - Processing Details

Annex 2 - Technical and Organizational Measures

Annex 3 - Current Subprocessor and Integration Categories

Exhibit D. Administrative Compliance Acknowledgments

Company may present the following acknowledgments during onboarding, feature activation, or periodic compliance review. An administrator's electronic acceptance is binding on Customer and may be recorded as described in Section 1.5.