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4Geeks Master Service Agreement¶

Last modified: June 1, 2026.

This Master Services Agreement (this “Agreement”) is entered into by and between the applicable 4Geeks entity identified below (each, “4Geeks”) and the entity identified in the Order Form or Scope of Work (“Customer”), effective as of the date specified in the Order Form or Scope of Work (“Effective Date”).

Applicable 4Geeks Entity:

• Four Geeks Costa Rica S.A., a company incorporated in Costa Rica with tax identification number 3-101-877803 and its registered office in San Jose, Costa Rica, for customers located in Costa Rica or with billing in Costa Rica;
• 4Geeks Global LTD, a company incorporated in England and Wales with its registered office at 152 City Road, London, United Kingdom, for all other customers.

WHEREAS, 4Geeks has the capability and capacity to provide professional, educational, operational, technical, and software-as-a-service solutions; and

WHEREAS, Customer desires to engage 4Geeks to provide certain services and/or access to certain platforms on the terms and conditions set out herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 4Geeks and Customer (hereinafter, collectively, the “Parties”, or each, individually, a “Party”) agree as follows:

1. DEFINITIONS¶

1.1 General Definitions

• “Agreement” means this Master Service Agreement, including all Schedules and Exhibits attached hereto.
• “Confidential Information” means any non-public information disclosed by one party to the other, including but not limited to business plans, technical data, customer information, employee data, source code, and proprietary algorithms.
• “Customer” means the entity identified in the Order Form or Scope of Work.
• “Customer Data” means all data, information, and content uploaded or provided by Customer to 4Geeks platforms or services.
• “Deliverables” means any and all deliverables, information, data, reports, graphics, audio-visual, text, programming, code, analysis and/or other items and materials, tangible or intangible, specified and required to be provided by 4Geeks to Customer.
• “Effective Date” means the date specified in the Order Form or Scope of Work.
• “Fees” means the fees payable by Customer to 4Geeks as specified in the applicable Order Form or Schedule.
• “Licensed User” means an individual authorized by Customer to access and use 4Geeks services or platforms under this Agreement.
• “Order Form” means the document specifying the details of Customer’s subscription or engagement, including the services or products selected, the term, and the fees.
• “Privacy Policy” means 4Geeks’ privacy policy as updated from time to time, available at https://4geeks.io/privacy.
• “Services” means the professional, educational, operational, technical, and/or software-as-a-service solutions provided by 4Geeks to Customer as described in the applicable Order Form or Scope of Work.
• “Statement of Work” or “SOW” means a statement of work issued by Customer and accepted by 4Geeks that sets forth specific services, deliverables, and terms for a particular project.
• “Term” means the term of this Agreement as specified in Section 10.

1.2 Product-Specific Definitions

Product-specific definitions are set forth in the applicable Schedule:

• Schedule A (4Geeks Payments): Merchant, Product, Sales Tax, Chargebacks
• Schedule B (4Geeks AI Agents): AI Agent, Knowledge Base, Credits, Workflows, Triggers, Actions, AI Output, Third-Party LLM, Human-in-the-Loop
• Schedule C (4Geeks AI Studio): AI Factory, AI Pod, Token, Private AI Gateway, AI-Generated Code, Work Product
• Schedule D (4Geeks Perks): Employee, Points, Station, RFID Card, IoT Device
• Schedule E (4Geeks Health): Hospital, Clinic, Patient, Practitioner
• Schedule F (4Geeks Payroll): Employee, Contractor, Payroll Data, Visa Card Program
• Schedule G (4Geeks Assets): Asset, Device, Assignment
• Schedule H (4Geeks Talent): Candidate, Candidate Data, ATS, Outreach

2. SERVICES OVERVIEW¶

2.1 Professional Services

4Geeks provides professional services including custom product development, cloud solutions, data analytics, AI implementation, and growth marketing. These services are governed by the core terms of this Agreement and any applicable Statement of Work.

2.2 Software-as-a-Service Products

4Geeks provides the following SaaS products, each governed by the core terms of this Agreement and the applicable Schedule:

• 4Geeks Payments (Schedule A): Merchant platform for payment processing and reseller services
• 4Geeks AI Agents (Schedule B): Fully managed AI agent deployment and workflow automation
• 4Geeks AI Studio (Schedule C): AI-augmented software development platform
• 4Geeks Perks (Schedule D): Employee benefits and perks management platform
• 4Geeks Health (Schedule E): Hospital and clinic management solution
• 4Geeks Payroll (Schedule F): Global payroll management platform
• 4Geeks Assets (Schedule G): IT asset management platform
• 4Geeks Talent (Schedule H): Talent acquisition and recruitment platform

2.3 Order Forms and SOWs

Customer’s access to specific Services or products shall be governed by one or more Order Forms or Statements of Work, which shall specify:

• The specific Services or products selected
• The number of Licensed Users, Employees, Contractors, or other applicable metrics
• The Term and renewal terms
• The Fees and payment schedule
• Any product-specific configurations or requirements

Order Forms and SOWs shall be deemed incorporated into this Agreement upon acceptance by both parties. In the event of a conflict between this Agreement and any Order Form or SOW, the terms of the Order Form or SOW shall control with respect to that specific engagement.

3. PROFESSIONAL SERVICES TERMS¶

3.1 Statements of Work

For professional services engagements, the parties shall execute one or more Statements of Work, each of which shall contain at a minimum:

• A description of the project, estimated time required, Services to be performed, and Deliverables to be delivered
• The design, development, functional, and operating parameters, criteria, specifications, and other requirements (collectively, “Specifications”)
• The amount payable by Customer, including a schedule and method of payment
• The time schedule for performance and delivery (“Milestone Schedule”)

Statements of Work shall be deemed accepted and incorporated into this Agreement only if signed by the 4Geeks Contract Manager and Client Contract Manager.

3.2 Performance Standards

4Geeks shall provide the Services:

• In accordance with the terms and conditions set out in the respective SOW and this Agreement
• Using personnel of required skill, experience, and qualifications
• In a timely, workmanlike, and professional manner
• In accordance with the highest professional industry standards
• To the reasonable satisfaction of Customer

3.3 Change Orders

Both Customer and 4Geeks recognize that modifications may be necessary during the course of any SOW. 4Geeks agrees that it may not decline any change request that:

• Reduces the cost of performance and/or does not represent a material extension in the Services and/or Deliverables, and shall promptly provide such changes at no additional cost; or
• Does represent a material extension, provided that reasonable changes are made and commensurate compensation is mutually agreed upon

All changes shall be documented in a written change order executed by both parties.

3.4 Delivery and Acceptance

4Geeks shall perform the Services and deliver the Deliverables in accordance with the Milestone Schedule. Each Deliverable shall be subject to Customer’s review and acceptance on a continual basis. Customer shall notify 4Geeks of acceptance or rejection in writing. Failure to provide notice shall not be deemed acceptance.

If any Deliverable is rejected, Customer’s written notice shall include an explanation of the reasons, and 4Geeks shall promptly correct the deficiencies at no additional cost. Failure to pass an Acceptance Test after thirty (30) days from initial rejection shall be deemed a material breach.

3.5 Documentation

4Geeks shall deliver complete and sufficient documentation to enable a professional reasonably skilled in the development, support, and operations of each Deliverable to use, develop, operate, implement, support, and maintain each such Deliverable. Documentation shall include all work papers, materials, data, Specifications, flow charts, user guides, manuals, and operating instructions.

4. FEES AND PAYMENT¶

4.1 General Payment Terms

Unless otherwise specified in an applicable Order Form, SOW, or Schedule:

• Fees are due in advance on the first day of each billing cycle
• All fees exclude taxes, and Customer is responsible for all applicable taxes, duties, and similar charges
• 4Geeks shall submit invoices no more frequently than monthly
• Customer shall pay undisputed amounts within forty-five (45) days after receipt of invoice
• For time and materials engagements, timesheets must be attached to invoices and approved by an authorized Customer representative

4.2 Late Payment

If Customer fails to pay by the due date, 4Geeks may:

• Charge interest on the overdue amount at 1.5% per month or the maximum rate permitted by law, whichever is lower
• Suspend Customer’s access to Services or products until payment is received
• For payroll services, delay or suspend payroll processing, which may result in delayed payments to Employees and Contractors

4.3 Product-Specific Pricing

Pricing for 4Geeks products and services is available on the 4Geeks website. All prices listed on the 4Geeks website are exclusive of taxes. Specific pricing terms are set forth in the applicable Order Form or Schedule.

4.4 Expenses

Customer shall reimburse 4Geeks for actual and reasonable travel expenses, hotel accommodations, and rental car expenses incurred in the course of providing professional Services, provided that such expenses are pre-approved in writing by Customer and are in accordance with Customer’s then-current expense reimbursement policies.

4.5 Taxes

All prices listed on the 4Geeks website and in Order Forms are exclusive of taxes. Customer is solely responsible for paying all applicable taxes, including but not limited to sales tax, use tax, value-added tax (VAT), goods and services tax (GST), and any other taxes levied by any governmental authority in connection with the purchase of Services or products. Customer shall provide 4Geeks with valid tax exemption certificates if applicable.

5. LICENSE AND ACCESS¶

5.1 Grant of License

For SaaS products, 4Geeks grants Customer a non-exclusive, non-transferable, revocable license to access and use the applicable 4Geeks product during the Term, solely for Customer’s internal business purposes, subject to this Agreement’s terms and conditions. The license is limited to the number of Licensed Users or other metrics specified in the Order Form.

5.2 Restrictions

Customer shall not:

• Use 4Geeks products for illegal or unauthorized purposes
• Attempt unauthorized access to 4Geeks products or related systems
• Reverse-engineer, decompile, or disassemble 4Geeks products
• Interfere with or disrupt 4Geeks products’ integrity or performance
• Remove or alter proprietary notices on 4Geeks products
• Share access credentials or allow unauthorized users to access 4Geeks products
• Circumvent usage limits or billing controls

Product-specific restrictions are set forth in the applicable Schedule.

5.3 Account Security

Customer shall:

• Maintain the confidentiality of all login credentials, API keys, and access tokens
• Implement appropriate access controls to restrict access to authorized Licensed Users only
• Promptly notify 4Geeks of any unauthorized access to or use of Customer’s account
• Be responsible for all activities that occur under Customer’s account

6. INTELLECTUAL PROPERTY¶

6.1 Professional Services Work Product

For professional services engagements:

• 4Geeks assigns to Customer all right, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how made or conceived by 4Geeks while working for or on behalf of Customer, which relates to matters set forth in any active SOW
• All writings or works of authorship, including program code or documentation, produced by 4Geeks in the course of performing services for Customer are works made for hire and the exclusive property of Customer
• To the extent that any works may not be works made for hire by operation of law, this Agreement constitutes an irrevocable assignment by 4Geeks to Customer of all rights of copyright

6.2 SaaS Products

For SaaS products:

• 4Geeks retains all right, title, and interest in the 4Geeks products, including all intellectual property rights in the platforms, algorithms, and proprietary tools
• Customer receives only a license to use the 4Geeks products and acquires no ownership rights
• Customer retains all rights to Customer Data uploaded to 4Geeks products
• For 4Geeks AI Studio, Customer owns all Work Product produced through the platform, including AI-Generated Code, subject to Customer’s compliance with this Agreement
• For 4Geeks AI Agents, Customer owns the AI Output generated by AI Agents, subject to Customer’s compliance with this Agreement

6.3 Provider Tools and Methodologies

4Geeks retains ownership of any proprietary tools, algorithms, methodologies, frameworks, and infrastructure used to produce Deliverables or provide SaaS products, including but not limited to the AI Factory, Private AI Gateway, and orchestration systems.

7. CONFIDENTIALITY AND DATA PRIVACY¶

7.1 Confidentiality Obligations

Each party acknowledges that it may be exposed to Confidential Information of the other party. Each party agrees to:

• Hold all Confidential Information in strict confidence
• Not disclose such information to third parties except as necessary to perform this Agreement
• Use at least reasonable care to protect such information, consistent with the care it applies to its own confidential information
• Limit access to Confidential Information to employees and agents on a “need to know” basis

Confidential Information shall exclude information that:

• Is or becomes publicly available through no fault of the receiving party
• Was in the receiving party’s possession prior to disclosure without confidentiality obligation
• Is independently developed by the receiving party
• Is required to be disclosed by law, provided that the disclosing party provides prompt notice

7.2 Data Privacy and Security

4Geeks shall implement reasonable technical and organizational measures to protect Customer Data from unauthorized access, use, or disclosure. Customer is responsible for:

• Maintaining the confidentiality of its login credentials
• All activities under its account
• Ensuring that it has the right to input data into 4Geeks products
• Complying with applicable data protection and privacy laws, including obtaining necessary consents

7.3 Privacy Policy

4Geeks’ privacy practices are governed by the Privacy Policy, available at https://4geeks.io/privacy. Customer acknowledges that by using 4Geeks services, Customer Data may be processed in accordance with the Privacy Policy.

7.4 Data Processing Agreement

To the extent that 4Geeks processes personal data on behalf of Customer, the parties shall comply with applicable data protection laws, including the UK GDPR, EU GDPR, and any applicable implementing legislation. Customer acts as the data controller and 4Geeks acts as the data processor. The parties shall enter into a Data Processing Agreement (DPA) if required by applicable law.

7.5 Product-Specific Data Terms

Product-specific data privacy and security terms are set forth in the applicable Schedule, including but not limited to:

• AI Agents: Knowledge Base data protection, Third-Party LLM data handling (Schedule B)
• AI Studio: Source code privacy, Private AI Gateway zero data retention (Schedule C)
• Payroll: Payroll Data protection, DPA requirements (Schedule F)
• Talent: Candidate Data processing, data subject rights (Schedule H)

8. WARRANTIES AND DISCLAIMERS¶

8.1 Representations and Warranties

4Geeks represents, warrants, and covenants to Customer that:

• 4Geeks has the full power, right, and authority to enter into this Agreement
• 4Geeks has obtained or shall obtain all rights, licenses, consents, and authorizations necessary to perform its obligations
• The Services, Deliverables, and Materials do not and will not violate or infringe upon any intellectual property right of any third party
• The Services shall be performed in a timely, professional, and workmanlike manner in accordance with the highest industry standards
• 4Geeks shall comply with all applicable laws and regulations in providing the Services
• 4Geeks shall comply with Exhibit A (Regulatory Compliance) and Exhibit B (Secure and Ethical Coding Practices)

8.2 SaaS Product Warranties

For SaaS products, 4Geeks represents and warrants that:

• The products will perform materially in accordance with the applicable documentation
• 4Geeks shall maintain 99.9% monthly availability, excluding scheduled maintenance
• 4Geeks shall provide reasonable technical support during normal business hours

8.3 Disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, 4GEEKS PRODUCTS AND SERVICES ARE PROVIDED “AS IS.” 4GEEKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

For AI-powered products, 4Geeks does not warrant that AI-generated outputs will be accurate, complete, or free from bias. Customer is solely responsible for reviewing and validating AI outputs before using them to make decisions or take actions.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION¶

9.1 Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM 4GEEKS’ INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS:

• IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
• IN NO EVENT SHALL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID BY CUSTOMER TO 4GEEKS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM

9.2 Indemnification by 4Geeks

4Geeks shall indemnify, defend, and hold harmless Customer from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of:

• Any actual or alleged breach of 4Geeks’ representations, warranties, and covenants
• Any allegation that the Materials infringe, misappropriates, or violates any intellectual property right of any third party

9.3 Indemnification by Customer

Customer shall indemnify, defend, and hold harmless 4Geeks from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from:

• Customer’s use of 4Geeks products or Services
• Customer Data
• Customer’s breach of this Agreement
• Customer’s failure to comply with applicable laws, including data protection, labor, tax, and anti-discrimination laws
• Customer’s reliance on AI-generated outputs
• For AI Agents: Customer’s Knowledge Base data, Workflows, and interactions with Third-Party Services
• For AI Studio: Customer’s deployment of AI-Generated Code
• For Payroll: Misclassification of Employees or Contractors
• For Talent: Customer’s processing of Candidate Data and hiring decisions

10. TERM AND TERMINATION¶

10.1 Term

This Agreement shall commence on the Effective Date and shall continue until the completion of all Services under all Order Forms and SOWs, unless sooner terminated under this Section 10.

For SaaS products, the initial term shall be as specified in the Order Form (typically one month), and shall automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

10.2 Termination for Convenience

Customer may terminate this Agreement or any Order Form or SOW, in whole or in part, at any time without cause, and without liability except for required payment for services rendered and reimbursement for authorized expenses incurred, by providing at least ten (10) days’ prior written notice to 4Geeks.

10.3 Termination for Cause

Either Party may terminate this Agreement, effective upon written notice to the other Party, if the other Party:

• Materially breaches this Agreement and such breach is incapable of cure, or concerning a material breach capable of cure, the defaulting Party does not cure such breach within thirty (30) days after receipt of written notice
• Becomes insolvent or admits its inability to pay its debts generally
• Becomes subject to any bankruptcy or insolvency proceeding which is not fully stayed within seven (7) business days or is not dismissed within forty-five (45) days
• Is dissolved or liquidated or takes any corporate action for such purpose
• Makes a general assignment for the benefit of creditors

4Geeks may terminate immediately for non-payment or if Customer uses 4Geeks products in violation of applicable laws or this Agreement.

10.4 Effect of Termination

Upon expiration or termination of this Agreement:

• Customer’s right to use 4Geeks products and Services ceases
• Customer shall return or destroy 4Geeks’ materials and Confidential Information
• 4Geeks shall make Customer Data available for download for thirty (30) days post-termination
• Customer shall pay all outstanding fees and expenses incurred prior to termination
• For AI Agents: All active Workflows shall be deactivated; unused Credits shall be forfeited
• For AI Studio: Unused Tokens shall be forfeited
• For Perks: All unused Points shall be forfeited; Customer shall return all RFID Cards and IoT Devices
• For Assets: Customer shall return or export asset data
• For Talent: Customer shall delete all Candidate Data obtained through the platform

10.5 Survival

The rights and obligations of the Parties set out in Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 9 (Limitation of Liability and Indemnification), Section 10 (Term and Termination), Section 11 (General Provisions), and any right or obligation which by its nature should survive termination, will survive any such termination or expiration.

11. GENERAL PROVISIONS¶

11.1 Independent Contractor

4Geeks is an independent contractor and not an employee or agent of Customer. 4Geeks has no authority to commit, act for or on behalf of Customer, or to bind Customer to any obligation or liability.

11.2 Compliance with Law

4Geeks shall comply with all applicable laws, regulations, and ordinances in providing the Services. Customer shall comply with all applicable laws, regulations, and ordinances in its use of 4Geeks products and Services, including but not limited to labor laws, tax laws, data protection laws, anti-discrimination laws, and industry-specific regulations.

11.3 Non-Solicitation

4Geeks shall not solicit Customer employees for one (1) year following termination of this Agreement. Customer shall not solicit 4Geeks employees or contractors for twelve (12) months following termination of this Agreement.

11.4 Notices

All notices must be in writing and addressed to the other Party. Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail. Notices are effective upon receipt. Notices may also be sent by email to the addresses specified in the Order Form.

11.5 Assignment

4Geeks shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Customer. Customer may not assign or transfer this Agreement without 4Geeks’ prior written consent. Any attempted assignment without consent is void.

11.6 Force Majeure

Neither party is liable for performance failures due to events beyond reasonable control, such as natural disasters, war, pandemics, strikes, failures of third-party providers, or banking system failures. The affected party shall promptly notify the other party and use diligent efforts to end the force majeure event.

11.7 Severability

If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable, such invalidity shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

11.8 Entire Agreement

This Agreement, including all Schedules and Exhibits, constitutes the sole and entire agreement of the Parties concerning the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

11.9 Amendments

No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by an authorized representative of each Party.

11.10 Waiver

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege shall operate or be construed as a waiver thereof.

11.11 Governing Law and Jurisdiction

This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by and construed in accordance with the laws of the jurisdiction applicable to the 4Geeks entity party hereto, without giving effect to conflict of laws provisions. If the applicable 4Geeks entity is 4Geeks Global LTD, the governing law shall be the laws of England and Wales, and disputes shall be resolved exclusively in the courts of London, United Kingdom. If the applicable 4Geeks entity is Four Geeks Costa Rica S.A., the governing law shall be the laws of Costa Rica, and disputes shall be resolved exclusively in the courts of San José, Costa Rica.

11.12 Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

11.13 Third-Party Beneficiaries

This Agreement benefits solely the Parties and their respective successors and permitted assigns. The Parties hereby designate Customer’s customers and end users as third-party beneficiaries of the Agreement, having the right to enforce it.

SCHEDULE A: 4GEEKS PAYMENTS¶

A.1 Definitions¶

• “4Geeks Payments”: The merchant platform and payment processing services provided by 4Geeks.
• “Merchant”: The entity using 4Geeks Payments to sell products or services.
• “Product”: The goods or services sold by Merchant through 4Geeks Payments.
• “Sales Tax”: Any sales tax, value-added tax, or similar tax applicable to the sale of Products.
• “Chargeback”: A disputed transaction initiated by a cardholder or payment method holder.

A.2 Services¶

4Geeks Payments provides the following services:

• Setting up Merchant as a merchant on 4Geeks’ platform and establishing a Merchant Account
• Acting as non-exclusive reseller of the Product via 4Geeks’ platform
• Product fulfillment, order support, and responsibility for all aspects of Sales Tax as reseller
• Providing access to the 4Geeks Console to view sales and monies due to Merchant

A.3 Fees and Payment¶

A.3.1 Commission

4Geeks shall deposit to Merchant for each successful completed sale of the Product, less any Sales Tax, the 4Geeks commission as specified in the Order Form, plus disputed transactions, chargebacks and related bank fees.

A.3.2 Transfers

4Geeks will make international or domestic transfers at no extra costs. 4Geeks is not responsible for any charges or fees associated with making transfers via international bank transfer.

A.3.3 Reporting

4Geeks will report in USD currency. Merchant will be able to access original currency on transaction details.

A.3.4 Risk Management

Depending on the risk level of the Merchant account, 4Geeks can freeze money from the available balance at any time to deal with possible bank disputes in the future.

A.4 Merchant Obligations¶

The Merchant must:

• Provide accurate and up-to-date information about itself and its business
• Provide correct and complete URL(s) for the Product
• Enter all information correctly into the 4Geeks Console
• Represent and warrant that all information provided is correct and up to date
• Comply with all applicable laws and 4Geeks policies

A.5 Warranties¶

Merchant represents and warrants that:

• The information provided on the 4Geeks Console is correct and up to date
• Merchant is the owner of each Product or is legally authorized to act on behalf of the owner
• The Product complies with 4Geeks’ Acceptable Use Policy and applicable laws
• The Product is free from defect and fit for purpose
• Merchant has complied and will continue to comply with all applicable laws

Merchant agrees to indemnify, defend, and hold harmless 4Geeks from any claims arising from Merchant’s breach of any representation or warranty or violation of these terms.

A.6 Suspended Accounts¶

A.6.1 Dormancy

Where Merchant has no sales for a period of six (6) consecutive months and there is a positive Account Balance, 4Geeks reserves the right to charge an account dormancy charge and/or deactivate the Supplier Account. No-activity accounts with a negative balance and no sales activity in the preceding 15 days will be deactivated immediately.

A.6.2 Set-Off

Merchant authorizes 4Geeks to set-off by whatever means the whole or any part of Merchant’s liability to 4Geeks against any funds, sums, or other amounts owing to Merchant, including but not limited to:

• Liability for refunds and Chargebacks
• Any fines issued for non-compliance with Payment Scheme Rules
• Business listed in Prohibited Businesses
• Fraudulent or illegal use of Services
• Actions that put 4Geeks reputation at risk

A.6.3 Insufficient Funds

If there are insufficient funds at any time to cover potential refunds, chargebacks, or other liabilities, Merchant agrees to either put 4Geeks in sufficient funds or agree that 4Geeks may exercise the right of set-off at any time without notice.

A.7 Confidentiality¶

All Confidential Information provided by one party to another under this Schedule is deemed to be confidential. Each party shall:

• Exercise reasonable care to avoid publication or dissemination of the other party’s confidential information
• Use Confidential Information only for the purpose of this Schedule
• Not disclose confidential information except as necessary to perform this Schedule

The obligation of confidentiality shall survive termination or cancellation of this Schedule.

SCHEDULE B: 4GEEKS AI AGENTS¶

B.1 Definitions¶

• “4Geeks AI Agents”: The fully managed service that deploys, monitors, and orchestrates specialized AI agents to automate and enhance business processes.
• “AI Agent”: A specialized artificial intelligence system deployed and managed by 4Geeks on behalf of Customer.
• “Knowledge Base”: The collection of documents, data, and information uploaded by Customer to train and inform AI Agents.
• “Credits”: The digital currency used within 4Geeks AI Agents to measure and bill for AI agent usage.
• “AI Output”: Any content, responses, decisions, or actions generated by AI Agents.
• “Third-Party LLM”: Large Language Models provided by third parties, including Claude, GPT, Gemini, DeepSeek, and other foundation models.
• “Human-in-the-Loop”: 4Geeks’ approach where dedicated human specialists supervise, monitor, and intervene in AI Agent operations.
• “Workflow”: A multi-step automation created by Customer within 4Geeks AI Agents.
• “Trigger”: An event or condition that initiates the execution of a Workflow.
• “Action”: A specific operation performed within a Workflow.
• “Third-Party Service”: Any external service, application, or API that Customer connects to 4Geeks AI Agents.
• “Webhook”: A mechanism for receiving real-time data from Third-Party Services.
• “Execution”: A single run of a Workflow initiated by a Trigger.
• “Template”: A pre-built Workflow provided by 4Geeks.

B.2 Scope of Use and Restrictions¶

Customer shall use 4Geeks AI Agents solely for legitimate business purposes. Customer is prohibited from:

• Using AI Agents for illegal or unauthorized purposes
• Attempting unauthorized access to AI Agents or related systems
• Using AI Agents to generate content that is defamatory, obscene, discriminatory, or violates applicable laws
• Using AI Agents to send unsolicited communications in violation of anti-spam laws
• Using AI Agents to make automated decisions that significantly affect individuals’ rights without appropriate human review
• Reverse-engineering, decompiling, or disassembling 4Geeks AI Agents
• Interfering with or disrupting 4Geeks AI Agents’ integrity or performance
• Removing or altering proprietary notices on 4Geeks AI Agents
• Using AI Agents to process sensitive personal data without explicit consent and appropriate safeguards
• Circumventing credit usage limits or billing controls
• Creating Workflows that send spam, scrape data in violation of third-party terms, circumvent rate limits, or process malicious code
• Using Webhooks to expose 4Geeks AI Agents to unauthorized or malicious Third-Party Services
• Exceeding Execution limits or other usage limits
• Generating deepfakes or synthetic media for deceptive purposes
• Automated decision-making that violates anti-discrimination laws
• Surveillance or monitoring that violates privacy laws
• Generating content that promotes violence, hate speech, or illegal activities
• Impersonating individuals without their consent
• Manipulating public opinion through coordinated inauthentic behavior

B.3 Fees and Payment¶

Customer shall pay 4Geeks the fees specified in the Order Form, which are based on a unified credit system. Pricing plans and credit allocations are available on the 4Geeks website. Fees are due in advance on the first day of each billing cycle.

B.3.1 Credit Top-Ups

If Customer exhausts its monthly Credit allocation before the end of the billing cycle, Customer may purchase Credit Top-ups. Top-up rates and billing terms are available on the 4Geeks website.

B.3.2 Enterprise Pricing

For Customers requiring sustained high-volume usage, 4Geeks offers custom Enterprise pricing. Contact 4Geeks’ sales team for details, including custom SLA, dedicated support, and volume discounts.

B.4 AI-Specific Terms¶

B.4.1 Nature of AI Services

Customer acknowledges and agrees that:

• AI Agents use artificial intelligence and machine learning technologies that are probabilistic in nature and may produce inaccurate, incomplete, or unexpected results
• AI Output is generated by AI systems and may not always reflect the views, policies, or intentions of Customer
• AI Agents are tools to assist human decision-making and should not be relied upon as the sole basis for critical decisions without appropriate human review
• 4Geeks uses a “Human-in-the-Loop” approach where human specialists supervise AI Agent operations, but this does not guarantee that all AI Output will be accurate or appropriate
• AI technologies are rapidly evolving, and 4Geeks may update, modify, or replace underlying models and algorithms to improve performance

B.4.2 AI Output Accuracy and Liability

Customer acknowledges and agrees that:

• 4Geeks does not guarantee the accuracy, completeness, reliability, or suitability of AI Output
• Customer is solely responsible for reviewing and validating AI Output before using it to make decisions or take actions
• Customer is solely responsible for any decisions made or actions taken based on AI Output
• 4Geeks shall not be liable for any damages, losses, or harm arising from Customer’s reliance on AI Output
• Customer shall indemnify 4Geeks from any claims arising from Customer’s use of or reliance on AI Output

B.4.3 Third-Party LLM Usage

Customer acknowledges and agrees that:

• AI Agents are powered by Third-Party LLMs, including Claude, GPT, Gemini, DeepSeek, and other foundation models
• 4Geeks dynamically orchestrates multiple LLMs to optimize performance, cost, and reliability
• 4Geeks may switch between different LLMs without prior notice to Customer, provided that such changes do not materially reduce the quality of AI Agent performance
• Third-Party LLMs are subject to their own terms of service and privacy policies
• 4Geeks acts as an intermediary between Customer and Third-Party LLM providers and does not control the underlying models
• 4Geeks shall implement appropriate safeguards to protect Customer’s Knowledge Base data when interacting with Third-Party LLMs

B.4.4 Knowledge Base and Data Training

Customer may upload documents, data, and other information to create a Knowledge Base for AI Agents. Customer acknowledges and agrees that:

• Knowledge Base data is used to provide context and improve the relevance of AI Output through Retrieval-Augmented Generation (RAG)
• 4Geeks shall not use Customer’s Knowledge Base data to train or improve Third-Party LLMs or other AI models, except as necessary to provide the services under this Agreement
• 4Geeks shall implement technical measures to ensure that Customer’s Knowledge Base data is not accessible to other customers or third parties
• Customer is solely responsible for ensuring that it has the legal right to upload Knowledge Base data and that such data does not infringe on third-party rights
• Customer shall not upload sensitive personal data, confidential trade secrets, or regulated data to the Knowledge Base without implementing appropriate safeguards and obtaining necessary consents
• 4Geeks may process Knowledge Base data to optimize AI Agent performance, including chunking, embedding, and indexing, but shall not modify the substantive content

B.4.5 AI Agent Autonomy and Control

Customer acknowledges and agrees that:

• AI Agents operate with varying levels of autonomy depending on their configuration and the tasks assigned
• Customer is responsible for configuring AI Agents appropriately and setting appropriate boundaries and constraints
• Customer should implement human review processes for critical decisions made by AI Agents
• 4Geeks provides tools to monitor AI Agent activity and intervene when necessary, but Customer is responsible for active oversight
• AI Agents may take actions on behalf of Customer (e.g., sending emails, making calls, updating records) based on their configuration, and Customer is responsible for such actions

B.4.6 Voice AI and Call Recording

If Customer uses Voice AI features, including outbound calling campaigns:

• Customer is responsible for complying with all applicable laws regarding call recording, consent, and disclosure
• Customer must inform call recipients that they are interacting with an AI system and that the call may be recorded
• Customer shall obtain all necessary consents for call recording in accordance with applicable laws
• 4Geeks shall store call recordings securely and make them available to Customer through the platform
• Customer is responsible for retaining call recordings in accordance with applicable record-keeping requirements
• 4Geeks is not responsible for compliance with telemarketing laws, do-not-call registries, or calling hour restrictions; Customer shall ensure that outbound calling campaigns comply with all applicable regulations

B.4.7 WhatsApp and Messaging Integration

If Customer uses WhatsApp Business API or other messaging integrations:

• Customer must comply with WhatsApp’s Business Policy and Commerce Policy
• Customer is responsible for obtaining consent from recipients before sending messages
• Customer shall not use AI Agents to send spam, unsolicited messages, or messages that violate applicable anti-spam laws
• Customer is responsible for the content of messages sent by AI Agents on its behalf
• 4Geeks may suspend messaging services if Customer violates platform policies or applicable laws
• Meta (WhatsApp’s parent company) may suspend or terminate Customer’s access to WhatsApp Business API for policy violations, and 4Geeks is not responsible for such actions

B.4.8 Credit System

4Geeks AI Agents operates on a unified credit-based pricing model. Customer acknowledges and agrees that:

Unified Credit Pool:

• All AI Agents within Customer’s workspace consume from a single central pool of Credits
• There are no per-agent Credit allocations; all agents share the total monthly balance regardless of the number of active agents
• Credits are deducted in real-time based on the complexity and duration of each interaction

Credit Consumption Rates:

• Voice Interactions: Approximately 400 Credits per minute. Voice consumption is calculated based on the duration of the call and LLM latency
• Text Messages: Approximately 40 Credits per message
• Dynamic Consumption: Credit consumption (calculated in tokens) is an estimation. Actual costs may vary depending on the reasoning complexity and the AI effort required for each interaction. For instance, if an agent needs to consult external documentation or a specific Knowledge Base before providing an answer, the consumption rate may be higher due to the additional processing and retrieval effort.

Credit Management:

• Customer is responsible for monitoring Credit usage and purchasing additional Credits as needed
• 4Geeks shall provide tools for Customer to monitor Credit usage and set budget alerts
• Customer may configure spending limits directly on the 4Geeks Console
• AI Agents may cease to function if Customer’s Credit balance reaches zero
• 4Geeks is not responsible for service interruptions caused by insufficient Credits
• There is no sandbox or testing environment; testing AI Agents requires the purchase and consumption of Credits

Credit Terms:

• Credits are non-refundable
• Credits do not expire during the Term, unless otherwise specified in the Order Form
• Unused Credits are forfeited upon termination, unless otherwise agreed in writing
• Credit consumption rates are specified in 4Geeks’ documentation and may be updated from time to time with reasonable notice

B.4.9 Bias and Fairness

Customer acknowledges and agrees that:

• AI systems may exhibit biases present in training data or underlying models
• 4Geeks shall implement reasonable measures to mitigate bias but does not guarantee that AI Output will be free from all biases
• Customer is responsible for reviewing AI Output for potential bias, particularly in sensitive applications such as hiring, lending, or law enforcement
• Customer shall not use AI Agents for purposes that violate anti-discrimination laws or that result in discriminatory outcomes

B.4.10 AI Transparency

4Geeks shall provide Customer with information about:

• The types of Third-Party LLMs used to power AI Agents
• General information about how AI Agents process Knowledge Base data
• Credit consumption rates for different AI Agent actions
• AI Agent activity logs and performance metrics

Customer is responsible for disclosing to end users that they are interacting with an AI system when appropriate, in accordance with applicable laws and best practices.

B.4.11 Workflow Automation

4Geeks AI Agents includes a visual no-code automation platform for building multi-step Workflows. Customer acknowledges that:

• The visual builder provides drag-and-drop functionality for creating Workflows
• Customer is responsible for designing Workflows that accurately implement desired business logic
• Customer must test Workflows thoroughly before deploying to production
• Customer is responsible for documenting Workflow logic and dependencies
• Customer must maintain and update Workflows as business requirements change

B.4.12 Triggers, Actions, and Data Mapping

Customer may configure Triggers to initiate Workflow Executions and Actions to perform operations. Customer acknowledges that:

• Manual Triggers require a Licensed User to initiate Execution
• Scheduled Triggers (cron) execute at specified intervals and are subject to system availability
• Webhook Triggers expose HTTP endpoints that Third-Party Services can call to initiate Execution
• 4Geeks does not guarantee that Scheduled Triggers will execute at the exact specified time; minor delays may occur due to system load
• Customer is responsible for securing Webhook endpoints and validating incoming requests
• Actions interact with Third-Party Services and are subject to the terms of service of those services
• Customer is responsible for obtaining necessary API keys, credentials, and permissions to connect to Third-Party Services
• 4Geeks does not guarantee that all Actions will be available at all times; Third-Party Service availability may affect Action execution
• Customer is responsible for ensuring that Workflow Actions comply with Third-Party Service terms of service and applicable laws
• 4Geeks may add, remove, or modify Actions with reasonable notice to Customer
• Data mapping expressions are executed as part of Workflow logic
• Customer is responsible for ensuring that data mapping logic is correct and handles edge cases appropriately
• 4Geeks does not guarantee that data mapping will handle all possible input variations correctly
• Customer should test data mapping thoroughly with various input scenarios

B.4.13 Third-Party Service Integrations

Customer may connect Workflows to Third-Party Services. Customer acknowledges that:

• Customer is responsible for establishing and maintaining connections to Third-Party Services
• Customer must obtain and secure API keys, OAuth tokens, and other credentials
• Customer must comply with Third-Party Service terms of service and usage policies
• Customer must monitor Third-Party Service API changes and update Workflows as necessary
• Customer must ensure that data transmitted to Third-Party Services complies with applicable laws and privacy policies
• 4Geeks AI Agents depends on Third-Party Services for many Actions
• 4Geeks does not control the availability, performance, or policies of Third-Party Services
• Third-Party Services may change their APIs, rate limits, or terms of service at any time
• 4Geeks is not responsible for Workflow failures caused by Third-Party Service outages, API changes, or policy violations
• Customer should implement error handling and retry logic in Workflows to handle Third-Party Service failures
• Data transmitted to Third-Party Services is subject to their privacy policies and terms of service
• 4Geeks is not responsible for how Third-Party Services use, store, or process Customer’s data
• Customer should review Third-Party Service privacy policies before connecting them to 4Geeks AI Agents
• Customer is responsible for ensuring that data sharing with Third-Party Services complies with applicable data protection laws

B.4.14 Webhook Security

If Customer uses Webhook Triggers, Customer is responsible for:

• Securing Webhook endpoints using authentication mechanisms (e.g., API keys, HMAC signatures)
• Validating incoming Webhook requests to prevent unauthorized or malicious Executions
• Rotating Webhook credentials periodically
• Monitoring Webhook activity for suspicious behavior
• Not exposing Webhook URLs publicly unless appropriate security measures are in place

4Geeks implements reasonable security measures for Webhook infrastructure but does not guarantee that Webhooks will be immune to attacks. Customer acknowledges that Webhook security is a shared responsibility.

B.4.15 Execution Limits and Rate Limiting

Customer’s subscription includes limits on the number of Workflow Executions per month, as specified in the Order Form. Customer acknowledges that:

• Exceeding Execution limits may result in suspended Workflow Executions
• Customer is responsible for monitoring Execution usage
• 4Geeks shall provide tools for Customer to monitor Execution usage and set alerts
• Customer may purchase additional Executions or upgrade to a higher-tier plan as needed
• 4Geeks AI Agents implements rate limiting to ensure fair usage and system stability
• Rate limits may apply to Workflow Executions, API calls, and other operations
• Rate limits are specified in 4Geeks’ documentation and may be adjusted from time to time
• Exceeding rate limits may result in temporary throttling or rejection of requests
• Customer should design Workflows to handle rate limiting gracefully, including implementing retry logic with exponential backoff

B.4.16 Execution Logs and Monitoring

4Geeks AI Agents provides execution logs for monitoring Workflow performance. Customer acknowledges that:

• Execution logs are retained for a period specified in 4Geeks’ documentation
• Customer is responsible for monitoring Workflow Executions and identifying failures
• 4Geeks does not guarantee that execution logs will be available indefinitely
• Customer should export and archive execution logs as needed for compliance or debugging purposes
• Execution logs may contain sensitive data, and Customer is responsible for securing log access

B.5 Pre-Built AI Agents¶

4Geeks offers pre-built AI Agents for specific use cases, including:

• AI Sales Agent: Qualifies leads, personalizes pitches, follows up, and closes deals
• AI Customer Support Agent: Resolves queries, troubleshoots issues, and provides 24/7 customer support
• AI Receptionist Agent: Handles incoming calls, schedules appointments, and manages front-desk inquiries
• AI Recruiter Agent: Screens resumes, conducts initial interviews, and sources candidates
• AI Operations Agent: Automates workflows, manages inventory, and coordinates tasks
• AI Collection Agent: Manages overdue payments, sends reminders, and negotiates settlements
• AI Marketing Agent: Creates campaigns, analyzes audience data, and generates content
• Custom Agent: Tailor-made AI Agent built for specific business needs

Customer acknowledges that pre-built AI Agents are configured for general use cases and may require customization to meet Customer’s specific needs. 4Geeks shall work with Customer to configure AI Agents appropriately, but Customer is responsible for testing and validating AI Agent behavior before deployment.

B.6 Custom AI Agents¶

If Customer engages 4Geeks to build a Custom AI Agent:

• 4Geeks shall work with Customer to define the scope, capabilities, and success criteria for the Custom AI Agent
• Custom AI Agents may require additional development time and fees, as specified in a separate Statement of Work
• 4Geeks shall use commercially reasonable efforts to build the Custom AI Agent in accordance with the agreed specifications
• Customer shall test and validate the Custom AI Agent before full deployment
• 4Geeks does not guarantee that Custom AI Agents will achieve specific business outcomes, as results depend on many factors beyond 4Geeks’ control

B.7 Refund Policy¶

Customer acknowledges and agrees that:

• All Credits purchased through subscription plans or Top-ups are non-refundable
• No prorated refunds shall be issued for partial-month usage or plan downgrades
• 4Geeks does not offer refunds for unused Credits upon termination or expiration of this Agreement, unless required by applicable law
• Customer may upgrade its subscription plan at any time, with the price difference prorated for the remainder of the current billing cycle
• Plan downgrades take effect at the start of the next billing cycle and do not trigger refunds for the current cycle

B.8 AI Agent Supervision¶

Customer acknowledges that AI Agents require ongoing supervision and monitoring. Customer shall:

• Designate responsible individuals to monitor AI Agent activity
• Implement human review processes for critical decisions
• Regularly review AI Agent performance and accuracy
• Promptly report any issues or concerns to 4Geeks
• Maintain logs of AI Agent interactions as required by applicable laws

B.9 Workflow Testing¶

Customer is responsible for testing Workflows thoroughly before deploying to production. 4Geeks recommends:

• Testing Workflows in a sandbox or staging environment
• Testing with various input scenarios and edge cases
• Verifying data mapping and transformation logic
• Testing error handling and retry logic
• Monitoring initial production Executions closely

4Geeks does not guarantee that Workflows will function correctly without proper testing.

B.10 Regulatory Compliance¶

Customer shall comply with all applicable laws and regulations related to artificial intelligence, including but not limited to the EU AI Act, UK AI regulations, and industry-specific AI guidelines. Customer is responsible for determining whether its use of AI Agents constitutes “high-risk” AI under applicable regulations and for implementing appropriate compliance measures. Customer shall comply with all applicable laws, regulations, and ordinances in its use of 4Geeks AI Agents, including but not limited to data protection laws, anti-spam laws, and Third-Party Service terms of service. Customer is responsible for ensuring that Workflows comply with applicable regulations in all jurisdictions where they operate.

SCHEDULE C: 4GEEKS AI STUDIO¶

C.1 Definitions¶

• “4Geeks AI Studio”: The AI-augmented software development service that pairs expert human Senior Architects with a proprietary “AI Factory” infrastructure.
• “AI Factory”: 4Geeks’ proprietary infrastructure that dynamically orchestrates top-tier Large Language Models to assist with software development tasks.
• “AI Pod”: A self-contained project team within 4Geeks AI Studio, consisting of objectives, tasks, team members, and file attachments.
• “Token”: The unit of measurement for AI model usage, representing the amount of text processed by Large Language Models.
• “Private AI Gateway”: 4Geeks’ multi-provider routing system that manages access to Third-Party LLMs with zero data retention and enterprise-grade privacy.
• “AI-Generated Code”: Any source code, scripts, configurations, or other programming artifacts generated or assisted by AI models within 4Geeks AI Studio.
• “Work Product”: All deliverables, including code, documentation, designs, and other materials, produced through 4Geeks AI Studio for Customer.

C.2 Scope of Use and Restrictions¶

Customer shall use 4Geeks AI Studio solely for software development purposes. Customer is prohibited from:

• Using 4Geeks AI Studio for illegal or unauthorized purposes
• Attempting unauthorized access to 4Geeks AI Studio or related systems
• Reverse-engineering, decompiling, or disassembling 4Geeks AI Studio
• Interfering with or disrupting 4Geeks AI Studio’s integrity or performance
• Removing or altering proprietary notices on 4Geeks AI Studio
• Using 4Geeks AI Studio to develop malicious software, malware, or code intended to harm systems or data
• Using 4Geeks AI Studio to generate code that infringes on third-party intellectual property rights
• Circumventing Token usage limits or billing controls
• Sharing access credentials or allowing unauthorized users to access 4Geeks AI Studio

C.3 AI-Specific Terms¶

C.3.1 Nature of AI-Augmented Development

Customer acknowledges and agrees that:

• 4Geeks AI Studio uses artificial intelligence to assist with software development, including code generation, testing, refactoring, and analysis
• AI-assisted development is a tool to enhance human developer productivity and does not replace the need for human review, testing, and quality assurance
• AI-Generated Code may contain errors, security vulnerabilities, or suboptimal implementations that require human review
• 4Geeks uses a “Human-in-the-Loop” approach where expert Senior Architects supervise and guide AI-assisted development
• The AI Factory dynamically orchestrates multiple Third-Party LLMs to optimize code quality, performance, and cost
• AI technologies are rapidly evolving, and 4Geeks may update, modify, or replace underlying models to improve performance

C.3.2 AI-Generated Code Quality and Liability

Customer acknowledges and agrees that:

• 4Geeks does not guarantee that AI-Generated Code will be error-free, secure, or suitable for production use without additional review and testing
• Customer is solely responsible for reviewing, testing, and validating AI-Generated Code before deploying it to production environments
• Customer is solely responsible for the quality, security, and functionality of all code deployed from 4Geeks AI Studio, whether AI-generated or human-written
• 4Geeks shall not be liable for any damages, losses, or harm arising from defects, vulnerabilities, or errors in AI-Generated Code
• Customer shall implement appropriate code review, testing, and security scanning processes for all AI-Generated Code
• Customer shall indemnify 4Geeks from any claims arising from Customer’s deployment of AI-Generated Code

C.3.3 Third-Party LLM Usage

Customer acknowledges and agrees that:

• The AI Factory uses Third-Party LLMs, including Claude, GPT, Gemini, DeepSeek, and other foundation models
• 4Geeks dynamically orchestrates multiple LLMs to optimize performance, cost, and reliability
• 4Geeks may switch between different LLMs without prior notice to Customer, provided that such changes do not materially reduce the quality of AI-assisted development
• Third-Party LLMs are subject to their own terms of service and privacy policies
• 4Geeks acts as an intermediary between Customer and Third-Party LLM providers and does not control the underlying models
• 4Geeks’ Private AI Gateway implements zero data retention policies to protect Customer’s source code and intellectual property when interacting with Third-Party LLMs

C.3.4 Token Usage and Budget Controls

4Geeks AI Studio uses a Token-based system to measure and control AI model usage. Customer acknowledges and agrees that:

• Different AI operations consume different amounts of Tokens (e.g., code generation, analysis, refactoring)
• Token consumption depends on the complexity of the task, the size of the codebase, and the models used
• Customer is responsible for monitoring Token usage and managing budgets through the platform’s controls
• AI-assisted development may be limited or suspended if Customer’s Token allocation is exhausted
• 4Geeks shall provide tools for Customer to monitor Token usage, set budget alerts, and configure spending limits
• 4Geeks is not responsible for development delays caused by Token exhaustion
• Token allocations are specified in the Order Form and may be adjusted by Customer through the platform

C.3.5 Private AI Gateway and Data Privacy

4Geeks’ Private AI Gateway implements enterprise-grade privacy measures to protect Customer’s source code and intellectual property. Customer acknowledges and agrees that:

• The Private AI Gateway routes AI requests through multiple providers with zero data retention
• Customer’s source code, prompts, and AI responses are not stored or used to train Third-Party LLMs
• 4Geeks implements technical measures to prevent data leakage between customers
• Customer’s code and intellectual property remain confidential and are not shared with Third-Party LLM providers beyond what is necessary for AI processing
• 4Geeks shall comply with applicable data protection laws and industry best practices for securing source code
• Customer is responsible for configuring appropriate access controls and permissions within 4Geeks AI Studio

C.3.6 Smart Context Injection

4Geeks AI Studio uses smart context injection to provide relevant code context to AI models. Customer acknowledges and agrees that:

• The platform automatically identifies and injects relevant code snippets, documentation, and context to improve AI performance
• Context injection is based on algorithms that analyze the current task and codebase
• 4Geeks does not guarantee that all relevant context will be identified and injected
• Customer may manually provide additional context to improve AI performance
• Context injection may involve processing code from Customer’s codebase, which is subject to the privacy protections described in this Agreement

C.3.7 AI Pods and Autonomous Development

4Geeks AI Studio supports AI Pods, which are self-contained project teams that operate autonomously. Customer acknowledges and agrees that:

• AI Pods consist of AI agents, human architects, and project resources that work together to achieve development objectives
• AI Pods operate with varying levels of autonomy depending on their configuration
• Customer is responsible for defining clear objectives, specifications, and acceptance criteria for AI Pods
• Customer should review and approve AI Pod outputs before integrating them into production codebases
• 4Geeks’ human Senior Architects supervise AI Pods and intervene when necessary
• Customer is responsible for testing and validating AI Pod outputs before deployment

C.3.8 Code Ownership and Intellectual Property

Customer acknowledges and agrees that:

• Customer owns all Work Product produced through 4Geeks AI Studio, including AI-Generated Code, subject to Customer’s compliance with this Agreement
• 4Geeks assigns to Customer all right, title, and interest in Work Product, including all intellectual property rights
• AI-Generated Code may be similar to code generated for other customers due to the nature of AI systems
• 4Geeks does not guarantee the uniqueness of AI-Generated Code
• Customer is responsible for reviewing AI-Generated Code for potential intellectual property infringement before deployment
• 4Geeks retains ownership of the AI Factory, 4Geeks AI Studio platform, and any proprietary tools, algorithms, or methodologies used to produce Work Product

C.3.9 Automated QA and Security Guardrails

4Geeks AI Studio includes automated quality assurance and security guardrails. Customer acknowledges and agrees that:

• The platform implements automated checks for common security vulnerabilities, code quality issues, and best practices
• Automated checks are not a substitute for comprehensive manual code review and security testing
• 4Geeks does not guarantee that automated checks will identify all security vulnerabilities or code quality issues
• Customer is responsible for implementing additional security measures, including penetration testing, code audits, and security scanning
• Customer is responsible for ensuring that AI-Generated Code complies with applicable security standards and regulations

C.3.10 Token Audit and Transparency

4Geeks shall provide Customer with:

• Real-time Token usage monitoring and analytics
• Detailed logs of AI operations, including which models were used and how many Tokens were consumed
• Budget tracking and alerting tools
• Transparency reports on AI model usage and performance

C.4 Subscription Plans¶

4Geeks AI Studio is available in multiple subscription plans with varying Token allocations, AI task limits, and team configurations. Pricing and plan details are available on the 4Geeks website. All plans include Automated QA. Customer may upgrade or downgrade plans by providing notice to 4Geeks, subject to the terms of the Order Form.

C.5 Senior Architect Services¶

4Geeks AI Studio pairs Customer with expert human Senior Architects who supervise AI-assisted development. Customer acknowledges and agrees that:

• Senior Architects are experienced software developers who guide AI-assisted development and ensure code quality
• Senior Architects review AI-Generated Code, provide guidance, and intervene when necessary
• Senior Architects are not dedicated exclusively to Customer unless specified in the Order Form
• Customer may request a different Senior Architect if reasonably necessary
• Senior Architects work during normal business hours unless otherwise agreed
• Customer is responsible for providing clear specifications, requirements, and feedback to Senior Architects

C.6 Open Source Software¶

Customer acknowledges that AI-Generated Code may incorporate or suggest open source software components. Customer is responsible for:

• Reviewing AI-Generated Code for open source components
• Ensuring compliance with open source license terms
• Understanding the implications of using open source software, including copyleft obligations
• 4Geeks does not guarantee that AI-Generated Code is free from open source components

C.7 Code Security¶

Customer is responsible for implementing appropriate security measures for all code developed through 4Geeks AI Studio, including:

• Conducting security code reviews
• Performing penetration testing
• Implementing secure coding practices
• Scanning for vulnerabilities before deployment
• Maintaining security patches and updates

4Geeks provides automated security guardrails as a convenience but does not guarantee that all security issues will be identified.

SCHEDULE D: 4GEEKS PERKS¶

D.1 Definitions¶

• “4Geeks Perks”: The software-as-a-service platform for managing employee benefits and perks, including points-based wallet systems, RFID card redemption, IoT device integration, and station management.
• “Employee”: An individual employed by Customer who is eligible to receive and use perks through the 4Geeks Perks platform.
• “Points”: The digital currency used within 4Geeks Perks to represent the value of employee benefits.
• “Station”: A physical or digital location where Employees can redeem Points for goods or services.
• “RFID Card”: A radio-frequency identification card issued to Employees for redeeming Points at supported Stations.
• “IoT Device”: Internet of Things devices integrated with 4Geeks Perks, including RFID readers, point-of-sale terminals, and other connected hardware.

D.2 Scope of Use and Restrictions¶

Customer shall use 4Geeks Perks solely for managing employee benefits and perks. Customer is prohibited from:

• Using 4Geeks Perks for illegal or unauthorized purposes
• Attempting unauthorized access to 4Geeks Perks or related systems
• Reverse-engineering, decompiling, or disassembling 4Geeks Perks
• Interfering with or disrupting 4Geeks Perks’s integrity or performance
• Removing or altering proprietary notices on 4Geeks Perks
• Using 4Geeks Perks to process transactions that violate applicable laws or regulations
• Circumventing Points allocation limits or redemption controls

D.3 Pricing Plans¶

4Geeks Perks is available in multiple subscription plans with varying features and perk catalogs. Pricing and plan details are available on the 4Geeks website.

D.4 Points System¶

D.4.1 Points Allocation

Customer may allocate Points to Employees through the 4Geeks Perks platform. Customer is responsible for:

• Determining the amount and frequency of Points allocation to each Employee
• Ensuring sufficient funds are available in Customer’s account to cover Points allocations
• Communicating Points balances and policies to Employees
• Complying with applicable labor laws and tax regulations related to employee benefits

D.4.2 Points Redemption

Employees may redeem Points at supported Stations for goods and services. Customer acknowledges that:

• Points have no cash value and cannot be exchanged for cash, except as required by applicable law
• Points are non-transferable between Employees, except as explicitly permitted by Customer’s policies
• 4Geeks facilitates Points redemption but is not responsible for the quality, safety, or availability of goods and services provided at Stations
• Station operators are independent third parties, and 4Geeks does not endorse or warrant their products or services

D.4.3 Points Expiration

Customer may configure Points expiration policies through the 4Geeks Perks platform. If Customer does not configure an expiration policy, Points shall not expire during the Term. Upon termination of this Agreement, any unused Points shall be forfeited unless otherwise agreed in writing.

D.4.4 Points Value

The value of Points is determined by Customer and may vary based on the benefit category. Customer is responsible for ensuring that Points values comply with applicable tax laws and labor regulations. 4Geeks provides tools to assist with Points management but does not provide tax or legal advice.

D.5 RFID Cards¶

D.5.1 Card Issuance

4Geeks shall issue RFID Cards to Employees upon Customer’s request. Customer is responsible for:

• Maintaining an accurate list of Employees eligible to receive RFID Cards
• Distributing RFID Cards to Employees
• Ensuring Employees understand how to use and protect their RFID Cards

D.5.2 Card Loss or Damage

Customer shall notify 4Geeks promptly of any lost, stolen, or damaged RFID Cards. 4Geeks shall deactivate lost or stolen Cards and issue replacements upon request. Customer may be charged a replacement fee as specified in the Order Form. Customer acknowledges that:

• 4Geeks is not liable for unauthorized use of RFID Cards before Customer reports them as lost or stolen
• Customer is responsible for any Points redeemed using a Card before it is reported as lost or stolen
• Employees are responsible for safeguarding their RFID Cards

D.5.3 Card Return

Upon termination of employment or this Agreement, Customer shall ensure that all RFID Cards are returned to Customer or deactivated. 4Geeks may charge a fee for unreturned Cards.

D.6 IoT Devices and Station Integration¶

D.6.1 IoT Device Installation

If Customer elects to use IoT Devices (e.g., RFID readers, point-of-sale terminals), 4Geeks shall provide installation support and technical documentation. Customer is responsible for:

• Providing suitable infrastructure for IoT Device installation (power, internet connectivity, physical mounting)
• Ensuring IoT Devices are used in accordance with 4Geeks’ instructions
• Maintaining physical security of IoT Devices to prevent tampering or theft

D.6.2 IoT Device Maintenance

4Geeks shall provide remote monitoring and maintenance for IoT Devices. Customer shall notify 4Geeks promptly of any malfunctions or issues. 4Geeks shall repair or replace defective IoT Devices within a reasonable timeframe. Customer acknowledges that:

• IoT Devices require stable internet connectivity to function properly
• 4Geeks is not responsible for connectivity issues caused by Customer’s internet service provider
• IoT Devices may require periodic software updates, which 4Geeks shall provide remotely

D.6.3 Station Types

4Geeks Perks supports twelve (12) station types, including transportation, restaurants, parking, workstations, wellness, entertainment, coffee shops, post offices, vending machines, self-serve markets, EV charging stations, and post mix machines. Customer may configure which station types are available to Employees. 4Geeks shall provide technical support for station integration but is not responsible for the operation of third-party stations.

D.7 Restaurant Management and Nutritional Data¶

If Customer uses 4Geeks Perks for restaurant management, the platform may display nutritional information for food items. Customer acknowledges that:

• Nutritional information is provided by third-party restaurants and is not verified by 4Geeks
• 4Geeks is not responsible for the accuracy of nutritional information
• Customer and Employees rely on nutritional information at their own risk
• 4Geeks does not provide dietary or health advice

D.8 Third-Party Stations¶

Customer acknowledges that Stations are operated by independent third parties. 4Geeks facilitates Points redemption at Stations but does not control the operation of Stations. Customer and Employees agree that:

• 4Geeks is not responsible for the quality, safety, or availability of goods and services at Stations
• 4Geeks is not responsible for disputes between Employees and Station operators
• Station operators may change their participation in 4Geeks Perks at any time
• 4Geeks may remove Stations from the platform if they violate 4Geeks’ policies or applicable laws

SCHEDULE E: 4GEEKS HEALTH¶

E.1 Definitions¶

• “4Geeks Health”: The software-as-a-service solution for managing hospitals and clinics.
• “Hospital”: A healthcare facility providing inpatient and outpatient medical services.
• “Clinic”: A healthcare facility providing outpatient medical services.
• “Patient”: An individual receiving medical care through a hospital or clinic managed by Customer.
• “Practitioner”: A licensed healthcare professional providing medical services.

E.2 Scope of Use and Restrictions¶

Customer shall use 4Geeks Health solely for managing hospitals and clinics. Customer is prohibited from:

• Using 4Geeks Health for illegal or unauthorized purposes
• Attempting unauthorized access to 4Geeks Health or related systems
• Reverse-engineering, decompiling, or disassembling 4Geeks Health
• Interfering with or disrupting 4Geeks Health’s integrity or performance
• Removing or altering proprietary notices on 4Geeks Health

E.3 Data Privacy and Security¶

Customer warrants that it has the right to input data into 4Geeks Health and that such data complies with applicable laws, including patient privacy and data protection regulations (e.g., HIPAA).

Customer is responsible for:

• Maintaining the confidentiality of its login credentials
• All activities under its account
• Ensuring that it has the right to input patient data into 4Geeks Health
• Complying with applicable data protection and privacy laws, including obtaining necessary consents from Patients for the processing of their personal data and health information
• Implementing appropriate safeguards for sensitive health data

SCHEDULE F: 4GEEKS PAYROLL¶

F.1 Definitions¶

• “4Geeks Payroll”: The software-as-a-service platform for managing global payroll, including employee and contractor payments, tax compliance, time tracking, and related HR functions.
• “Employee”: An individual employed by Customer who is processed through the 4Geeks Payroll platform for payroll purposes.
• “Contractor”: An independent contractor engaged by Customer whose payments are processed through the 4Geeks Payroll platform.
• “Payroll Data”: All personal and financial information related to Employees and Contractors processed through 4Geeks Payroll.
• “Visa Card Program”: The branded Visa card program offered by 4Geeks for contractor payouts and employee benefits.

F.2 Scope of Use and Restrictions¶

Customer shall use 4Geeks Payroll solely for managing payroll operations. Customer is prohibited from:

• Using 4Geeks Payroll for illegal or unauthorized purposes
• Attempting unauthorized access to 4Geeks Payroll or related systems
• Reverse-engineering, decompiling, or disassembling 4Geeks Payroll
• Interfering with or disrupting 4Geeks Payroll’s integrity or performance
• Removing or altering proprietary notices on 4Geeks Payroll
• Submitting false or misleading Payroll Data
• Using 4Geeks Payroll to process payments for individuals who are not legitimately engaged by Customer
• Circumventing tax compliance features or attempting to evade tax obligations

F.3 Pricing Plans¶

4Geeks Payroll is available in three subscription plans with varying features per worker:

Pricing and detailed plan features are available on the 4Geeks website. All plans require a minimum of 30 workers. Volume discounts are available for 1000+ workers.

F.4 Payroll Processing and Tax Compliance¶

F.4.1 Payroll Processing

4Geeks shall process payroll in accordance with Customer’s instructions and the data provided by Customer. Customer is responsible for:

• Providing accurate and complete Payroll Data for all Employees and Contractors
• Ensuring proper classification of workers as Employees or Contractors in accordance with applicable laws
• Approving payroll runs before processing
• Maintaining sufficient funds in Customer’s account to cover all payroll obligations, including wages, taxes, and deductions

F.4.2 Tax Compliance

4Geeks shall calculate and withhold taxes in accordance with applicable laws in the jurisdictions specified in the Order Form. 4Geeks currently supports tax compliance for twelve (12) Latin American countries, as specified in the documentation. Customer acknowledges that:

• Tax laws are complex and subject to change
• 4Geeks’ tax calculations are based on information provided by Customer and applicable tax rates
• Customer remains ultimately responsible for all tax obligations, including filing requirements and payment of taxes
• 4Geeks is not responsible for tax penalties, interest, or additional taxes arising from Customer’s failure to provide accurate information or comply with applicable tax laws

F.4.3 Cross-Border Payments

4Geeks facilitates international payments to Employees and Contractors in multiple currencies. Customer acknowledges that:

• Exchange rates fluctuate and may affect the final amount received
• International transfers may be subject to delays due to banking regulations, sanctions screening, or other factors beyond 4Geeks’ control
• Recipient banks may charge additional fees that are deducted from the payment
• 4Geeks is not responsible for delays or fees imposed by correspondent banks or recipient banks

F.5 Time Tracking and Attendance¶

4Geeks Payroll includes time tracking features, including GPS validation, biometric check-in, and location-based tracking. Customer acknowledges that:

• Use of GPS and biometric features requires consent from Employees in accordance with applicable privacy and labor laws
• Customer is responsible for obtaining all necessary consents and providing required notices to Employees
• 4Geeks is not responsible for compliance with local labor laws regarding time tracking, overtime, or rest periods
• GPS and biometric data is processed in accordance with 4Geeks’ Privacy Policy and applicable data protection laws

F.6 Visa Card Program¶

If Customer elects to use the Visa Card Program for contractor payouts or employee benefits:

• Cardholders must agree to separate cardholder terms provided by the card issuer
• Customer is responsible for ensuring that cardholders use cards in accordance with applicable laws and card network rules
• 4Geeks may suspend or terminate card services if Customer or cardholders violate card network rules or engage in fraudulent activity
• Customer remains responsible for all charges made on cards issued under Customer’s account

F.7 Data Privacy and Security¶

F.7.1 Data Protection

4Geeks shall implement reasonable technical and organizational measures to protect Payroll Data from unauthorized access, use, or disclosure. 4Geeks shall comply with applicable data protection laws, including but not limited to the UK GDPR, EU GDPR, and applicable Latin American data protection laws.

F.7.2 Customer Responsibilities

Customer is responsible for:

• Maintaining the confidentiality of its login credentials
• All activities under its account
• Ensuring that it has the legal right to input Payroll Data into 4Geeks Payroll
• Obtaining all necessary consents from Employees and Contractors for the processing of their personal data
• Complying with applicable data protection and privacy laws

F.7.3 Data Processing Agreement

The parties agree to enter into a separate Data Processing Agreement (DPA) if required by applicable data protection laws. The DPA shall govern the processing of personal data by 4Geeks on behalf of Customer.

F.8 Worker Classification¶

Customer acknowledges that it is solely responsible for determining the proper classification of workers as Employees or Contractors in accordance with applicable laws. 4Geeks provides tools to assist with payroll processing but does not provide legal advice on worker classification. Customer shall indemnify 4Geeks from any claims, penalties, or liabilities arising from misclassification of workers.

SCHEDULE G: 4GEEKS ASSETS¶

G.1 Definitions¶

• “4Geeks Assets”: The software-as-a-service platform for managing IT assets, including physical hardware and digital software licenses.
• “Asset”: Any physical hardware or digital software license tracked through 4Geeks Assets.
• “Device”: A unit of physical hardware tracked through 4Geeks Assets, used for billing purposes.
• “Assignment”: The allocation of an Asset to a specific individual or department within Customer’s organization.

G.2 Scope of Use and Restrictions¶

Customer shall use 4Geeks Assets solely for managing IT assets. Customer is prohibited from:

• Using 4Geeks Assets for illegal or unauthorized purposes
• Attempting unauthorized access to 4Geeks Assets or related systems
• Reverse-engineering, decompiling, or disassembling 4Geeks Assets
• Interfering with or disrupting 4Geeks Assets’s integrity or performance
• Removing or altering proprietary notices on 4Geeks Assets
• Using 4Geeks Assets to track assets that are not owned or legitimately controlled by Customer
• Submitting false or misleading asset data

G.3 Physical Asset Management¶

G.3.1 Asset Tracking

4Geeks Assets enables Customer to track physical Assets including laptops, monitors, phones, tablets, and peripherals. Customer is responsible for:

• Providing accurate information about each Asset, including make, model, serial number, purchase date, and cost
• Maintaining accurate Assignment records, documenting which individual or department is responsible for each Asset
• Updating Asset status when Assets are retired, transferred, lost, or stolen
• Conducting periodic physical audits to verify Asset records

G.3.2 Bulk Import

4Geeks Assets supports bulk CSV import for initial Asset registration and ongoing updates. Customer is responsible for:

• Ensuring that imported data is accurate and complete
• Following 4Geeks’ CSV format specifications
• Reviewing imported data for errors after import
• 4Geeks is not responsible for data errors resulting from incorrect CSV formatting or inaccurate source data

G.3.3 Assignment Tracking

4Geeks Assets tracks the assignment history of each Asset, including current and previous assignees. Customer acknowledges that:

• Assignment tracking is based on information provided by Customer
• 4Geeks does not independently verify Asset assignments
• Customer is responsible for ensuring that Assignment records are kept current
• Assignment history is retained for the duration of the Agreement and for 12 months after termination

G.4 Digital License Management¶

G.4.1 Software License Tracking

4Geeks Assets enables Customer to track digital software licenses, including seat utilization, license keys, and renewal dates. Customer is responsible for:

• Providing accurate information about each software license, including vendor, product, license type, number of seats, and expiration date
• Monitoring seat utilization to ensure compliance with license agreements
• Renewing software licenses before expiration
• Complying with all third-party software license agreements

G.4.2 Seat Utilization

4Geeks Assets tracks the number of seats used versus the number of seats licensed for each software product. Customer acknowledges that:

• Seat utilization data is based on information provided by Customer or imported from third-party systems
• 4Geeks does not independently verify seat counts
• Customer is responsible for ensuring compliance with software license agreements
• 4Geeks is not responsible for license compliance violations or audit findings by software vendors

G.4.3 License Renewal Alerts

4Geeks Assets may provide alerts for upcoming license renewals. Customer acknowledges that:

• Renewal alerts are provided as a convenience and are not guaranteed
• Customer is ultimately responsible for tracking and renewing software licenses
• 4Geeks is not responsible for lapses in software licenses or associated costs

G.5 Cost Monitoring and Analytics¶

4Geeks Assets provides cost monitoring and analytics for Assets. Customer acknowledges that:

• Cost data is based on information provided by Customer and may not reflect actual costs
• 4Geeks does not independently verify cost data
• Analytics and reports are provided for informational purposes only
• Customer is responsible for financial decisions based on 4Geeks Assets data

G.6 Third-Party Software¶

Customer acknowledges that 4Geeks Assets may integrate with third-party software and services. Customer is responsible for complying with the terms of such third-party software. 4Geeks is not responsible for the functionality, availability, or security of third-party software or services.

G.7 Asset Disposal¶

Customer is responsible for the proper disposal of Assets in accordance with applicable laws and environmental regulations. 4Geeks provides tools to track Asset disposal but is not responsible for compliance with disposal regulations.

SCHEDULE H: 4GEEKS TALENT¶

H.1 Definitions¶

• “4Geeks Talent”: The subscription-based talent acquisition platform that gives Customer access to a curated and pre-vetted global talent pool.
• “Candidate”: An individual whose profile is available in the 4Geeks Talent platform.
• “Candidate Data”: Personal and professional information related to Candidates.
• “ATS”: Applicant Tracking System, the built-in functionality within 4Geeks Talent for managing the recruitment pipeline.
• “Outreach”: Direct communication initiated by Customer to Candidates through the 4Geeks Talent platform.

H.2 Scope of Use and Restrictions¶

Customer shall use 4Geeks Talent solely for legitimate talent acquisition and recruitment purposes. Customer is prohibited from:

• Using 4Geeks Talent for illegal or unauthorized purposes
• Attempting unauthorized access to 4Geeks Talent or related systems
• Reverse-engineering, decompiling, or disassembling 4Geeks Talent
• Interfering with or disrupting 4Geeks Talent’s integrity or performance
• Removing or altering proprietary notices on 4Geeks Talent
• Using 4Geeks Talent to send spam, unsolicited messages, or communications that violate applicable anti-spam laws
• Using 4Geeks Talent to harass, discriminate against, or mislead Candidates
• Sharing Candidate Data with third parties without Candidate consent
• Using 4Geeks Talent to recruit Candidates for competitors of 4Geeks
• Scraping, harvesting, or bulk exporting Candidate Data from the platform
• Creating false or misleading job postings
• Using 4Geeks Talent for purposes other than genuine employment opportunities

H.3 Candidate Data and Privacy¶

H.3.1 Candidate Data Collection

4Geeks collects and maintains Candidate Data from various sources, including direct Candidate submissions, professional networks, and verification processes. Customer acknowledges that:

• 4Geeks has obtained Candidate consent to share their profiles with potential employers
• 4Geeks implements verification processes to validate Candidate skills and experience
• Candidate Data is provided for recruitment purposes only
• Customer is responsible for complying with applicable data protection laws when processing Candidate Data

H.3.2 Customer Responsibilities

Customer is responsible for:

• Processing Candidate Data solely for the purpose of evaluating Candidates for employment opportunities
• Complying with applicable data protection laws, including but not limited to the UK GDPR, EU GDPR, and other applicable privacy regulations
• Providing Candidates with required privacy notices and obtaining necessary consents for further processing
• Not sharing Candidate Data with third parties without Candidate consent, except as necessary for the recruitment process
• Implementing appropriate security measures to protect Candidate Data
• Retaining Candidate Data only for as long as necessary for recruitment purposes
• Responding to Candidate requests regarding their personal data in accordance with applicable laws

H.3.3 Candidate Rights

Customer acknowledges that Candidates have rights regarding their personal data, including:

• The right to access their personal data
• The right to rectification of inaccurate data
• The right to erasure (right to be forgotten)
• The right to restrict processing
• The right to data portability
• The right to object to processing

Customer shall cooperate with 4Geeks to respond to Candidate rights requests in a timely manner.

H.3.4 Data Processing Agreement

The parties agree to enter into a separate Data Processing Agreement (DPA) if required by applicable data protection laws. The DPA shall govern the processing of Candidate Data by Customer.

H.4 AI-Powered Candidate Discovery¶

H.4.1 AI Search

4Geeks Talent includes AI-powered candidate discovery with natural language search capabilities. Customer acknowledges that:

• AI search uses machine learning algorithms to match search queries with Candidate profiles
• AI search results are probabilistic and may not always return perfect matches
• Customer should review search results carefully and not rely solely on AI recommendations
• AI search may exhibit biases present in training data or Candidate profiles
• Customer is responsible for ensuring that hiring decisions comply with anti-discrimination laws

H.4.2 Candidate Profiles

4Geeks Talent provides rich Candidate profiles with verified skills matrices and video introductions. Customer acknowledges that:

• Skills matrices are verified through 4Geeks’ verification processes, but verification is not a guarantee of Candidate competency
• Video introductions are provided by Candidates and represent their self-presentation
• Customer should conduct its own interviews and assessments before making hiring decisions
• 4Geeks does not guarantee that Candidates will meet Customer’s expectations or requirements

H.5 Outreach and Communication¶

H.5.1 Direct Messaging

4Geeks Talent provides built-in messaging capabilities for Customer to communicate directly with Candidates. Customer acknowledges that:

• Outreach messages should be professional, relevant, and compliant with applicable laws
• Customer shall not send spam, unsolicited bulk messages, or misleading communications
• Customer shall clearly identify itself and the purpose of the outreach
• Customer shall comply with applicable anti-spam laws and regulations
• Candidates may opt out of further communications, and Customer shall respect such requests
• 4Geeks may monitor messaging activity to prevent abuse and ensure compliance

H.5.2 Anti-Spam and Anti-Harassment

Customer shall not use 4Geeks Talent to:

• Send unsolicited bulk messages to Candidates
• Send messages that are harassing, threatening, or abusive
• Send misleading or deceptive job postings
• Contact Candidates for purposes other than genuine employment opportunities
• Contact Candidates who have opted out of communications
• Send messages that violate applicable anti-spam or telemarketing laws

4Geeks reserves the right to suspend Customer’s messaging capabilities or terminate this Agreement if Customer violates these restrictions.

H.6 Applicant Tracking System (ATS)¶

4Geeks Talent includes a built-in Applicant Tracking System (ATS) for managing the recruitment pipeline. Customer acknowledges that:

• The ATS is a tool to assist with recruitment workflow management
• Customer is responsible for maintaining accurate candidate status and notes
• The ATS does not provide legal advice on hiring decisions or compliance
• Customer is responsible for ensuring that its recruitment processes comply with applicable employment and anti-discrimination laws
• Customer should implement appropriate access controls within the ATS to protect Candidate Data

H.7 Candidate Engagement¶

Customer acknowledges that:

• 4Geeks facilitates connections between Customer and Candidates but does not guarantee successful hires
• Customer is responsible for managing the recruitment process, including interviews, assessments, and offers
• 4Geeks is not responsible for Candidate availability, interest, or suitability
• 4Geeks is not a recruitment agency and does not act as an intermediary in employment negotiations
• Customer is responsible for all employment-related decisions and obligations, including offers, contracts, and onboarding

H.8 Talent Categories¶

4Geeks Talent covers multiple talent categories, including but not limited to:

• Software Engineering
• Product Design
• Digital Marketing
• Project Management
• Customer Experience
• Finance
• Creative Roles

Customer acknowledges that Candidate availability varies by category, location, and market conditions. 4Geeks does not guarantee that suitable Candidates will be available for all positions.

H.9 Candidate Relationships¶

Customer acknowledges that:

• Candidates may be in discussions with multiple employers simultaneously
• 4Geeks does not guarantee exclusivity for any Candidate
• Customer should move promptly in the recruitment process to secure desired Candidates
• 4Geeks is not responsible if a Candidate accepts another offer or withdraws from the process

H.10 Background Checks and Verification¶

Customer is responsible for conducting its own background checks, reference checks, and verification processes before making hiring decisions. 4Geeks’ verification of Candidate skills and experience is provided as a convenience and does not replace Customer’s due diligence obligations.

H.11 Compliance with Employment Laws¶

Customer shall comply with all applicable employment laws, regulations, and ordinances in its use of 4Geeks Talent, including but not limited to:

• Anti-discrimination laws
• Equal employment opportunity laws
• Data protection and privacy laws
• Immigration and work authorization laws
• Labor and employment standards

Customer is responsible for ensuring that its recruitment and hiring practices comply with applicable laws in all jurisdictions where it operates.

EXHIBIT A: REGULATORY COMPLIANCE¶

In addition to the other provisions in the Agreement and notwithstanding anything in the Agreement to the contrary, the parties shall be bound by the terms in this Exhibit A (this “Exhibit”) (which is attached to and shall be deemed a part of the Agreement). In the event of a conflict between the provisions in the body of the Agreement and the provisions contained in this Exhibit, the provisions contained in this Exhibit shall prevail:

A.1 REPRESENTATIONS, WARRANTIES AND COVENANTS¶

4Geeks represents, warrants and covenants to Customer as follows:

• The performance of 4Geeks’ obligations established by the Agreement will not violate any law, regulation or obligation by which it is bound, including but not limited to anti-corruption and public procurement laws and regulations, and laws and regulations applicable to government officials, and will not conflict with or violate any agreement or instrument to which 4Geeks is a party or by which it is bound
• 4Geeks shall carry out its obligations established by the Agreement in accordance with all applicable laws, regulations or orders issued by any government authority having jurisdiction over the territory in which any part of the services will be performed
• Except to the extent previously disclosed to Customer in writing, 4Geeks represents that 4Geeks and each and every director, owner, employee or any person acting on its behalf in connection with the Services are not employees of any government, government agency, public international organization and are not officials of a political party or candidates for political office
• Any expenses submitted by 4Geeks for reimbursement in accordance with the Agreement shall have been legally incurred in connection with the Services rendered under the Agreement
• In the performance of the Services, no services, money or other items of value, whether or not reimbursable, will be paid, promised, offered or authorized by 4Geeks, or any person acting on its behalf, directly or indirectly, to any person employed by or acting on behalf of any government, government agency, political party, officials of a political party, or candidate for political office for the purpose of or having the effect of:
  • Bribery, kickbacks or other corrupt practices
  • Influencing any act or decision of such person or organization
  • Inducing any such person or organization to do or omit to do any act in violation of their lawful duty; or inducing any such person to use their influence with any government, government agency, public international organization, political party, party official or candidate for political office in order to secure any improper advantage for, or to obtain or retain business on behalf of, 4Geeks or Customer

If at any time during the Term of the Agreement any of these representations and warranties ceases to be accurate, 4Geeks will promptly notify Customer. 4Geeks understands that these representations and warranties will be relied upon by Customer in preparing accurate financial accounts and records, filing reports and preparing and filing tax returns, as required by law.

A.2 TERMINATION¶

Notwithstanding anything to the contrary contained in the Agreement, Customer may unilaterally terminate the Agreement if at any time Customer, acting in good faith, has reason to believe:

• That 4Geeks has used or is in the process of using any part of the compensation payable, or expenses reimbursable, as a part of the Agreement, for a bribe, kickback or other corrupt payment
• That the representations, warranties and covenants in the foregoing section are false or have been breached; or
• That the Agreement or any of its terms violates or contravenes any law, regulation, restriction or order of the United Kingdom or any government in whose territory the Agreement or any part of it is to be performed

Termination under this provision shall be effective immediately, and without payment of any compensation, upon Customer giving 4Geeks written notice.

A.3 RECORDKEEPING¶

In addition to 4Geeks’ recordkeeping obligations set forth in the Agreement, 4Geeks shall preserve all records of expenditures and charges related to the Services, including but not limited to receipts, invoices, statements, wire confirmations, cancelled checks or check registries, and bank records. In instances where the aforementioned records do not clearly state the recipients and purposes of any such expenditures, 4Geeks shall create and preserve additional records setting forth in reasonable detail the recipients and purposes of each such expenditure.

EXHIBIT B: SECURE AND ETHICAL CODING PRACTICES EXHIBIT¶

B.1 SCOPE AND APPLICATION¶

For all Services under the Agreement where 4Geeks is developing, updating, or integrating software applications, codes, tags, scripts, widgets, analytics, and providing software development tools and/or Platform as a Service (“PaaS”) software development tools, or other digital or software based applications for Customer (“Applications”), 4Geeks shall adhere to the requirements in this Exhibit.

B.2 RISK AND VULNERABILITY IDENTIFICATION, DOCUMENTATION AND COMMUNICATION¶

• All Applications and hosting environments shall be developed, implemented, and maintained taking into consideration application security risks and vulnerabilities over the entire software development life cycle
• 4Geeks shall have in place, and maintain, a process to identify, rank, and document application security risks and vulnerabilities, addressing techniques to mitigate such risks and vulnerabilities to the extent reasonably feasibly possible based upon the type and context of data to be processed through the software application or hosting environment, and the harm that may result to Customer and individuals should a security risk or vulnerability be exploited
• For all engagements, both where code is developed for Customer and where Customer utilizes pre-existing applications, 4Geeks shall share with Customer its written risk assessments upon Customer’s request
• Both 4Geeks and Customer shall strive to identify and communicate to one another risks and vulnerabilities as early as possible in the software development life cycle, and promptly after their identification. 4Geeks shall advise Customer of all identified risks and Customer and 4Geeks shall jointly discuss methods and means to address and mitigate those risks to acceptable levels prior to 4Geeks developing the code. Should Customer disagree with 4Geeks’ means for reducing and/or addressing risks, Customer may terminate the Agreement and/or any or all purchase orders and SOWs issued to that point which may be impacted by the coding at issue. In the event that the software is to be designed and/or developed in stages, 4Geeks shall advise Customer of all known risks to the entire software code package at the beginning of the project to the extent such risks are identified at that time. If risks are identified after stages of code have been developed, 4Geeks shall advise Customer of those risks as, and when, identified by 4Geeks
• 4Geeks shall strive to document useful and relevant security risks and vulnerabilities to avoid over documentation and communication of all potential risks
• The risk assessments required under this Exhibit shall address, or shall have addressed, at minimum, each criteria set forth in the SECURITY REQUIREMENTS section of this Exhibit (the “Security Requirements”)

B.3 DEVELOPMENT, TESTING, DOCUMENTATION, AND IMPLEMENTATION¶

• 4Geeks shall share with Customer all documentation prepared that clearly explains the design for achieving each of the Security Requirements. This plan should address whether the security comes from custom software, third-party software, and/or physical or logical controls in the network or hosting platform environment. 4Geeks shall identify all practices and controls that are required of Customer in order to address and meet the risk control measures to achieve the Security Requirements
• 4Geeks shall document, provide, and follow a set of secure coding guidelines, processes, or procedures addressing, at minimum, the Security Requirements, taking into consideration items such as the then current Open Web Application Security Project (“OWASP”) Developer’s Guide and OWASP Secure Coding Practices Reference Guide, and/or similarly recognized standards and guides reasonably acceptable to the parties
• 4Geeks shall either use or reference a set of common security control programming interfaces, such as the OWASP Enterprise Security Application Programming Interface (“OWASP ESAPI”), or another generally accepted API, or advise Customer that it is not using such API and the reasons why. All security relevant code shall be reviewed by individuals knowledgeable about secure coding practices to test against the risk assessment and Security Requirements, and by someone other than the originating code authors before the code is put into a live production environment. The code review results shall ensure the code is developed securely, and all changes and corrections shall be implemented prior to placing the code into a live production environment
• 4Geeks shall perform application security analysis and testing according to verification requirements of an agreed upon pre-existing or developed standard such as the then current OWASP Application Security Verification Standard (“OWASP ASVS”). 4Geeks shall document the verification findings and promptly share them with Customer. Unless otherwise specifically agreed to by the parties, in writing, all applications shall meet, or exceed the highest verification standards for security from the agreed-upon standard (e.g. in the event of the OWASP ASVS – Level 3: Advanced)
• 4Geeks shall submit the code for all custom development applications to Customer and Customer shall have the right, but not the obligation, to submit the code through internal verification and analysis testing using any commercially available products of Customer’s choice, or have the code assessed by independent third-parties
• 4Geeks shall provide secure configuration guidelines that fully describe all security relevant configuration options and their implications for the overall security of the software. The guideline shall include a full description of dependencies on the supporting platform, including operating system, web server, and application server, and how they should be configured for security. The default configuration of the software shall be secure
• 4Geeks shall remove all development, test, and/or custom application accounts, user IDs, and passwords before applications are put into a live production environment
• For live production environment applications, 4Geeks shall follow change control processes and procedures for changes to all system components addressing the following:
  • Development/test environments are separate from live production environments and the separation is enforced with access controls
  • The role based access controls of those with duties relevant to development/test environments are separate from those role based access controls of those with duties associated with the live/production environments
  • Live production data is not used for testing or development
  • All test data and accounts are effectively removed before the applications are active in live production environments
  • For the implementation of patches, updates, and software modifications, the functionality of the changes are first tested and anticipated impact is documented prior to change; and
  • Back-out procedures exist prior to any change to ensure system state can be promptly re-implemented as existing prior to change
• 4Geeks shall use a source code control system that authenticates and logs the team member associated with all changes to the software baseline and all related configuration and build files

B.4 SECURITY REQUIREMENTS¶

• Documentation of all Security Requirements shall be made available to Customer upon request
• 4Geeks shall specify the rules for canonicalizing, validating, and encoding to each input in the application, whether from users, file systems, databases, directories, libraries, or external systems. The default rule shall be that all input is invalid unless it matches a detailed specification of what is allowed. 4Geeks shall also specify the action to be taken when invalid input is received, specifically ensuring that the application is not susceptible to injection, overflow, tampering, or other corrupt input attacks
• 4Geeks shall specify how authentication credentials and session identifiers will be protected throughout their lifecycle. Requirements for all related functions, including forgotten passwords, changing passwords, remembering passwords, logout, and multiple logins, shall be included
• 4Geeks shall: (i) prepare a detailed description of all roles (groups, privileges, authorizations) used in the application; (ii) indicate all the assets and functions provided by the application; and, (iii) fully specify the exact access rights to each asset and function for each role
• 4Geeks shall detail how errors occurring during processing will be handled. Unless specifically agreed to in writing between the parties as to which applications will provide best efforts results, all applications should terminate processing immediately upon handling an error
• 4Geeks shall specify what events are security-relevant and need to be logged, such as detected attacks, failed login attempts, and attempts to exceed authorization. 4Geeks shall also specify what information to log with each event, including time and date, event description, application details, and other information useful in forensic efforts
• 4Geeks shall specify how authentication and encryption will be handled for all external systems, such as databases, directories, and web services. All credentials required for communication with external systems shall be stored outside the code in a configuration file in encrypted form
• 4Geeks shall specify what data must be encrypted, how it is to be encrypted, and how all certificates and other credentials must be handled. The application shall use a standard algorithm implemented in a widely used and tested encryption library, and shall meet the other requirements for strong industry-tested encryption
• 4Geeks shall specify how applications and environments will protect against denial of service attacks. All likely attacks on the application should be considered, including authentication lockout, connection exhaustion, and other resource exhaustion attacks
• 4Geeks shall specify that the default values for all security relevant configuration options shall be secure. For audit purposes, the software should be able to produce an easily readable report showing all the security relevant configuration details
• 4Geeks shall create a specific set of vulnerabilities that shall not be found in the software. If not otherwise specified, then the software shall not include any of the flaws described in the current OWASP Top Ten Most Critical Web Application Vulnerabilities and the SANS CWE (Common Weakness Enumeration) Top 25. In no event, shall the software and/or the way it is deployed contain any of the following weaknesses:
  • Injection flaws, such as SQL, OS, and LDAP injection
  • Cross site scripting flaws
  • Broken authentication and session management flaws
  • Insecure direct object references
  • Cross site request forgery flaws
  • Security misconfiguration
  • Failure to restrict URL access
  • Un-validated redirects and forwards
  • Insecure cryptographic storage
  • Insufficient Transport Layer Protection

B.5 STAFFING AND TRAINING¶

• 4Geeks will be responsible for verifying that all members of the development team have been trained in secure programming techniques. Customer may require members of 4Geeks’ development team (including any Customer pre-approved contractors) to complete Customer specific training modules relating to secure software development within a reasonable period of time from the time that such developers commence work on any applications to be developed for Customer
• 4Geeks will perform appropriate background investigation, in compliance with applicable laws, of all development team members; and, any individuals who are reasonably unacceptable to Customer shall be removed from the development team

B.6 THIRD-PARTY SOFTWARE¶

• 4Geeks shall disclose all third-party software used in the software, including all libraries, frameworks, components, and other products, whether commercial, free, open source, or closed source
• 4Geeks shall make reasonable efforts to ensure that third-party software meets all the terms of this Exhibit and the Agreement and is as secure as code developed or provided under this Exhibit and the Agreement, and shall advise Customer where it does not

B.7 SECURITY REVIEWS¶

Notwithstanding any acceptance testing rights of Customer in the Agreement, and without prejudice to those rights, Customer shall have a separate and independent right to review software, or have the software reviewed, for security flaws at Customer’s expense at any time. 4Geeks shall provide reasonable support, at no additional cost to Customer, to the review team by providing source code and access to test environments. Any security issues uncovered which impact the Security Requirements, or are in any other way material, will be reported to 4Geeks and 4Geeks shall promptly and diligently correct those issues and provide written evidence of such correction to Customer describing how the issues were addressed.

B.8 ASSURANCES¶

• At the time of delivering the software, an officer or managing director level employee of 4Geeks (if an entity), or 4Geeks (if an individual) shall provide all documentation that addresses or impacts upon the issues covered in this Exhibit along with a certification indicating that all requirements of this Exhibit have been addressed. The certification should establish that the Security Requirements, design, implementation, and test results were properly completed and all security issues were resolved appropriately. In lieu of an unconditional certification, an appropriate individual associated with 4Geeks shall provide a conditional certification indicating which measures have been addressed, and which matters remain outstanding, or have been conditionally addressed, along with the plan to address those conditional provisions
• 4Geeks warrants that it will scan the software before delivery to Customer using anti-virus software chosen by Customer to detect and protect against any code that does not support a software requirement and weakens the security of the application, including computer viruses, worms, time bombs, back doors, Trojan horses, Easter eggs, and all other forms of malicious code
• 4Geeks warrants that the software, service, or hosting environment shall not contain any Tracking Technology (defined below), except as is specifically allowed in writing by Customer

B.9 SECURITY ISSUE MANAGEMENT AND ACCEPTANCE¶

• If security issues are discovered or reasonably suspected, 4Geeks shall assist Customer in performing an investigation to determine the nature of the issue. Security issues not previously identified in the risk assessment, part of the Security Requirements, or otherwise identified as part of the obligations under this Exhibit shall be deemed “Novel”
• 4Geeks shall appropriately protect information regarding security issues and associated documentation, to help limit the likelihood that vulnerabilities in operational Customer software are exposed
• 4Geeks shall use commercially reasonable efforts consistent with sound software development practices, taking into account the severity of the risk, to resolve all security issues not considered Novel as quickly as possible
• 4Geeks and Customer agree to scope the effort required to resolve Novel security issues, and to negotiate in good faith to achieve an agreement to perform the required work to address them
• The software shall not be considered accepted (or the Statement of Work shall not be considered complete if no acceptance criteria) until all documentation to be provided by 4Geeks under this Exhibit has been produced, and all security issues have been resolved

B.10 ETHICAL CODING PRACTICES¶

• For all websites and portals which Customer will use (or allow others to use) through procuring the Services, 4Geeks shall not utilize any cookies, pixels, javascripts, beacons, tags, widgets, local shared objects, browser fingerprinting, or other technology or concepts of any sort that may allow anyone to track a browser, person, or machine (collectively “Tracking Technology”), except as that Tracking Technology is specifically disclosed and described to, and approved in writing by, Customer prior to deployment
• If Tracking Technology is present in any applications or environments, 4Geeks shall describe to Customer: (i) the nature and operation of that Tracking Technology; (ii) which persons or entities may obtain any data or information arising from such Tracking Technology; (iii) the purposes for which such Tracking Technology is used; (iv) the purposes for which any data or information arising from the use of the Tracking Technology will be used; and, (v) the methods and means by which visitors to such websites and/or users of such applications can disable such Tracking Technologies if their preference is to not be tracked, or applicable law so requires
• All Tracking Technology utilized for any Customer sites arising from the Services, shall be subject to Customer’s written advanced approval, and shall comply with the following unless specifically waived in writing by Customer: (i) shall not be a misuse of locally shared objects (FLASH cookies) such as where no FLASH is running on the site, and security does not require loading FLASH cookies; (ii) is capable of being erased by the user through normal browser processes; (iii) is capable of being suppressed by normal browser processes such as a voluntarily user selected do not track setting or plug-in; (iv) does not contain information that can individually identify a person; (v) is free from all malware and spyware of any sort; (vi) shall not contain any executable code; and, (vii) shall not be capable of sharing or transmitting any of Customer’s user’s identities

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