ETHICOMPASS SERVICES

1.1 "Services" means the subscribed offering(s) selected by Customer from among OneCheck, PulseWatch, DraftShield, and EnterpriseGuard, together with any associated Documentation, application programming interfaces, dashboards, reports, or other materials provided by Company.

1.2 "Subscription Term" means the period specified in the applicable Order Form or online purchase confirmation during which Customer may access and use the Services.

1.3 "Customer Data" means all text, uniform resource locators, draft content, published content, and other materials submitted by or on behalf of Customer for analysis, monitoring, or processing through the Services.

1.4 "Documentation" means user guides, help articles, technical specifications, and other written materials provided by Company relating to the Services.

1.5 "Order Form" means the ordering document executed by the parties that specifies the Services to be provided, fees, and other commercial terms.

2.1 License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license during the Subscription Term to access and use the Services solely for Customer's internal business purposes.

2.2 Use Restrictions. Customer shall not, and shall not permit any third party to:

3.1 OneCheck. A one-time, fixed-scope audit and analysis of Customer's existing public digital content, including websites, social media posts, articles, and newsletters. Service deliverables shall be provided within three (3) weeks of project commencement.

3.2 PulseWatch. A subscription-based service providing continuous, automated monitoring and analysis of Customer's public communications across multiple channels, including social media platforms, blogs, forums, and other digital channels accessible via application programming interfaces or RSS feeds.

3.3 DraftShield. A per-seat or per-use validation tool for pre-publication content review, providing real-time analysis, inline annotations, suggested modifications, and compliance verification for draft materials prior to publication.

3.4 EnterpriseGuard. A fully customized implementation of EthiCompass services deployed on Customer's premises or in Customer's private cloud environment, including custom integrations, service level agreements, and dedicated support resources.

4.1 Fees. All fees for the Services are as set forth in the applicable Order Form or online purchase confirmation and are payable in United States dollars.

4.2 Payment Terms.

4.3 Late Payment. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, plus all reasonable costs of collection.

4.4 Taxes. Customer shall be responsible for all applicable federal, state, local, and foreign taxes, duties, tariffs, assessments, and governmental charges (collectively, "Taxes"), excluding only taxes based on Company's net income.

5.1 Customer Data Ownership. Customer retains all right, title, and interest in and to Customer Data. Company processes Customer Data solely for the purpose of providing the Services to Customer.

5.2 Personal Information Compliance. Company does not collect or store sensitive personal information, including health information, financial account numbers, or social security numbers. All data handling practices comply with SOC 2 standards, the General Data Protection Regulation (GDPR), and other applicable data protection laws.

5.3 Security Measures. Company maintains industry-standard security measures, including encryption of data in transit using Transport Layer Security (TLS) and encryption of data at rest. For on-premises deployments, Customer maintains control over all data storage and security measures.

6.1 Cloud Services (PulseWatch and DraftShield).

6.2 Enterprise and On-Premises Services.

6.3 OneCheck Services. Project support included during the three-week engagement period.

7.1 Limited Warranty. Company warrants that the Services will materially conform to the applicable Documentation during the Subscription Term.

7.2 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.1 EXCLUSION OF DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 LIABILITY CAP. COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO COMPANY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.1 Company Indemnification. Company shall defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Services infringe any United States patent, copyright, or trademark, and shall pay all damages finally awarded against Customer by a court of competent jurisdiction or agreed to in settlement, provided that Customer: (a) promptly notifies Company in writing of such claim; (b) grants Company sole control of the defense and settlement thereof; and (c) provides reasonable cooperation in the defense of such claim.

9.2 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Company from and against any third-party claims arising out of or relating to: (a) Customer Data; (b) Customer's use of the Services in violation of this Agreement; or (c) Customer's violation of applicable law, and shall pay all damages finally awarded against Company by a court of competent jurisdiction or agreed to in settlement.

10.1 Termination for Convenience. Either party may terminate this Agreement at the expiration of the then-current Subscription Term by providing thirty (30) days' prior written notice to the other party.

10.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof.

10.3 Effect of Termination. Upon termination of this Agreement: (a) Customer's right to access and use the Services shall immediately cease; and (b) Company shall delete or disable access to Customer Data within thirty (30) days, unless retention is required by applicable law.

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

11.2 Jurisdiction and Venue. Any legal action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state or federal courts located in Wilmington, Delaware, and each party hereby consents to the personal jurisdiction of such courts.

12.1 Entire Agreement. This Agreement, together with any applicable Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions.

12.2 Amendment. Company may modify this Agreement from time to time by providing thirty (30) days' prior notice via posting on Company's website or other reasonable means. Customer's continued use of the Services after such notice period shall constitute acceptance of the modified Agreement.

12.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.4 Notices. All notices required or permitted hereunder shall be in writing and shall be sent to legal@esea.com (for notices to Company) or to the address specified in the applicable Order Form (for notices to Customer).

12.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.6 Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision.