Master Service Agreement

This Master Service Agreement (the "Agreement") is between Divinify LLC, a Georgia limited liability company ("Divinify," "we," "us"), and the business accepting this Agreement ("Customer," "you").

By checking the acceptance box at checkout, creating an account, or using the Service, you agree to this Agreement. The person accepting represents that they are authorized to bind the Customer. Zerva is a business tool for recruiting offices — it is offered to businesses only, not to consumers for personal, family, or household use.

This Agreement incorporates the Zerva Terms of Service, Privacy Policy, and Data Processing Addendum (DPA) by reference. If this Agreement conflicts with the Terms of Service, this Agreement controls. If it conflicts with the DPA on data-protection matters, the DPA controls.

1. Definitions

• "Service" means the Zerva applicant tracking platform available at zerva.us, including its recruiting pipeline tools, Communications Services, AI Features, and related documentation.
• "Customer Data" means all data you or your Users submit to the Service or that the Service collects on your behalf, including Applicant Data.
• "Applicant" means a job candidate whose information is processed through your account. "Applicant Data" means Applicants' personal information — names, contact details, résumés, form responses, video interview recordings, transcripts, and similar information.
• "Users" means your employees and agents you authorize to use your account.
• "Communications Services" means SMS, MMS, and voice calling features provided through the Service.
• "AI Features" means artificial-intelligence functionality in the Service, including résumé and interview scoring, analysis, and summaries.
• "Subprocessor" means a third-party provider we use to deliver the Service, as listed in the DPA.

2. The Service; Your Right to Use It

2.1 Access. During your subscription, we grant you a non-exclusive, non-transferable right to access and use the Service for your internal recruiting operations, subject to this Agreement.

2.2 Restrictions. You will not (and will not permit anyone to): (a) resell, sublicense, or provide the Service to third parties as a service bureau; (b) copy, modify, or create derivative works of the Service; (c) reverse engineer or attempt to extract source code; (d) scrape or bulk-extract data from the Service other than exporting your own Customer Data; (e) use the Service to build a competing product; or (f) use the Service in violation of law or the Acceptable Use provisions of the Terms of Service.

2.3 Users and account security. You are responsible for your Users, for keeping credentials confidential, and for all activity under your account. Notify us promptly at info@zerva.us if you suspect unauthorized access.

2.4 Beta and early-access features. We may make features available and label them as beta, preview, or early access. These features are optional, are provided as is, may be changed or withdrawn at any time, may be less reliable than generally available features, and are excluded from any commitments in this Agreement. Use of a beta feature is voluntary.

3. Customer Data

3.1 You own your data. As between the parties, you own all Customer Data. You grant us a license to host, process, transmit, and display Customer Data solely to provide and support the Service, to comply with law, and as otherwise permitted by the DPA.

3.2 Roles. For Applicant Data, you are the controller and we are the processor (or the equivalent roles under applicable law). Applicants are your data subjects: you are responsible for providing them any required privacy notices and for handling their questions and rights requests. The DPA governs our processing obligations.

3.3 You own your configurations. You own the content of your configurations — your pipeline names, form questions, message templates, and similar materials you create in the Service. This does not include any software code (see Section 13).

3.4 Usage data. We may collect and use technical and usage data about the operation of the Service — such as feature usage, performance metrics, and error data — to operate, secure, and improve the Service. We may also use data that has been aggregated or de-identified so that it no longer identifies, and cannot reasonably be used to identify, you or any Applicant. We will not attempt to re-identify de-identified data, and we will not disclose de-identified data in a form that could reasonably be re-identified. We do not use Customer Data or Applicant Data to train artificial-intelligence models, and our AI subprocessors are contractually prohibited from training their models on it.

3.5 Your responsibility for data. You are responsible for the accuracy and lawfulness of Customer Data and for having the rights and consents needed to submit it to the Service.

4. Your Responsibilities

You agree to:

• (a) Use the Service lawfully, including under employment, telemarketing, privacy, and recording laws that apply to you and your Applicants' locations.
• (b) Obtain all required consents from Applicants and other individuals — for communications, recording, and data processing — before using the relevant features.
• (c) Cooperate in good faith. Provide us, reasonably promptly, the accurate information we need to deliver the Service and support your account — for example, business details for messaging registration, porting documentation, and information needed to investigate support issues or compliance matters.
• (d) Supervise outcomes. Keep qualified humans in your hiring decisions (see Section 7).
• (e) Use in the United States only. The Service is offered to businesses in the United States for recruiting Applicants located in the United States. You will not use the Service to collect or process information about individuals located outside the United States — including the European Union and United Kingdom — without our prior written agreement. Laws of other jurisdictions, including the EU Artificial Intelligence Act, are not addressed by this Agreement.

5. Communications Services (SMS, MMS, Voice)

5.1 How it works. Communications Services are delivered through third-party carriers and communications providers (as listed in the DPA's Subprocessor list). Messaging requires A2P 10DLC brand and campaign registration for your business; you will provide accurate and complete registration information — including your exact legal business name, EIN, and website — and keep it current. Messaging features become available once carrier registration for your business is approved; other features of the Service are available immediately and are not delayed by carrier registration timelines, which are outside our control.

You authorize us to submit your business information to our messaging providers, The Campaign Registry, and carriers on your behalf for this purpose, and you represent that the information you provide is accurate. Registration denial, delay, or revocation caused by your information, business category, or messaging conduct is not a failure of the Service.

5.2 You are solely responsible for compliance. You are the sender and initiator of every message and call placed through your account. You select the recipients, content, and timing; Divinify does not. You — not Divinify — are solely responsible for:

• obtaining and maintaining valid prior express consent (including prior express written consent where required) from every recipient before contacting them;
• keeping records of opt-ins and honoring opt-outs immediately;
• the content of every message and call made through your account;
• complying with quiet hours, do-not-call rules, and all telemarketing and communications laws, including the TCPA and state equivalents, and applicable carrier and CTIA rules.

5.3 The Service is a tool, not compliance. Features such as opt-out handling or scheduling are conveniences; they do not guarantee legal compliance, and you may not rely on them as such.

5.4 Suspension for carrier compliance. Carriers and messaging providers can and do block traffic. We may suspend, filter, or throttle your messaging or numbers, without prior notice if necessary, to comply with carrier requirements, respond to spam complaints, or protect the Service's messaging reputation. We will scope any suspension as narrowly as reasonably practicable — for example, to the affected numbers or messaging campaigns rather than your entire account. We will notify you within 48 hours of becoming aware of a suspension affecting your account, with the reason and, where known, the steps needed to restore service. Some suspensions are imposed by carriers or providers without advance notice to us; our notice obligation runs from when we actually become aware. We will work with you in good faith to restore service where possible.

5.5 Phone numbers. Numbers you port into the Service remain yours. See Section 10.3 for port-out on termination.

6. Interview Recording and Transcription

The Service can record and transcribe interviews (including via meeting bots that join Zoom sessions). You are solely responsible for: (a) determining whether and how recording is lawful in each situation; (b) providing all required disclosures; and (c) obtaining consent from every participant as required by applicable law — including all-party-consent states such as Florida and California. Do not enable recording for any session where required consent has not been obtained. Any automated notices the Service provides are conveniences, not a substitute for your own compliance.

7. AI Features

7.1 Advisory only. AI Features produce advisory, decision-support output. Scores, rankings, and analyses are starting points for human judgment — they are not decisions. You must not use AI Feature output as the sole or determinative basis for any employment decision, including screening out, advancing, hiring, or rejecting any Applicant.

7.2 Your legal responsibility. A growing number of federal, state, and local laws govern the use of artificial intelligence and automated tools in employment decisions. These laws change frequently, and requirements differ by jurisdiction. Depending on where you and your Applicants are located, they may require advance notice to applicants, applicant consent, disclosure of what the tool evaluates, independent bias audits, published audit results, alternative selection processes, recordkeeping, or deletion of interview media on request. Examples include New York City's automated employment decision tool rules, the Illinois Artificial Intelligence Video Interview Act, and evolving automated-decision-making requirements in states including Colorado, California, and others.

You are solely responsible for determining which of these laws apply to your use of the Service and for satisfying them — including all required notices, consents, disclosures, audits, alternative processes, and recordkeeping. Divinify does not perform bias audits, does not monitor which jurisdictions you recruit in, and does not warrant that the Service satisfies any jurisdiction's requirements for automated employment decision tools.

We will maintain a plain-language description of what each AI Feature evaluates and how it produces its output at zerva.us/legal, which you may use to prepare your applicant notices. Accuracy of any notice you give remains your responsibility.

7.3 No warranty of AI output. AI output can be inaccurate, incomplete, or reflect bias. We make no warranty that AI output is accurate, reliable, fit for any purpose, or free from bias or unlawful discrimination.

7.4 Recording-dependent AI features; consent and biometrics. AI analysis, scoring, and summaries of interviews depend on recordings and transcripts captured through your account. One-party and all-party consent laws apply to both the recording and its analysis. If you, an Applicant, or any other participant is located in an all-party-consent state, obtaining and documenting that consent before recording or analysis is solely your responsibility (see Section 6). The Service does not perform facial recognition, facial-expression analysis, emotion detection, or voiceprint identification, and does not create or store biometric identifiers as defined by biometric privacy laws such as the Illinois Biometric Information Privacy Act (BIPA), the Texas Capture or Use of Biometric Identifier Act, or Washington law. Interview transcription uses speaker attribution provided by the meeting platform rather than acoustic speaker analysis.

7.5 Third-party AI provider terms. AI Features are delivered using third-party AI providers identified in the DPA. You will comply with those providers' acceptable use policies, which we make available on our legal page at zerva.us. You will not use AI Features to develop or train competing AI models, or to generate unlawful, harassing, deceptive, or discriminatory content.

8. Fees and Billing

8.1 Fees. The Service is billed at the subscription price presented at checkout (currently $297/month), plus usage-based communications charges (messaging, voice, phone numbers, transcription, and carrier registration, vetting, pass-through, and surcharge fees) at the rates presented in the Service. Usage charges are billed in arrears or drawn from included bundles, as described at checkout or in the Service.

8.2 Billing. Fees are billed monthly in advance via Stripe to your payment method on file. You authorize recurring charges. Fees are exclusive of taxes; you are responsible for applicable sales and similar taxes (excluding our income taxes).

8.3 Auto-renewal. Subscriptions renew automatically each month until cancelled under Section 9.

8.4 Price changes. We may change subscription or usage pricing with at least 30 days' notice. Changes take effect at your next billing period after the notice period. If you don't want the new pricing, cancel under Section 9 before it takes effect.

8.5 No refunds; good-faith remedies. Fees are non-refundable and there are no credits for partial months or unused service. That said, if the Service materially fails due to a defect or error within our own systems and control, we will work with you in good faith toward a fair resolution, which may include a discretionary credit or refund. This does not apply to unavailability or errors caused by things outside our control — including carrier actions, Subprocessor or third-party outages, your configurations or data, or force majeure events. Any goodwill credit or refund is voluntary, decided by us case by case, and creates no obligation, warranty, or precedent.

8.6 Non-payment. If a payment fails, we will notify you and retry. We may suspend the Service for accounts more than 10 days past due and terminate accounts more than 30 days past due. You remain responsible for unpaid fees.

8.7 Billing questions and chargebacks. If you believe a charge is incorrect, contact us at info@zerva.us and we will review it promptly and in good faith. Initiating a chargeback or payment dispute with your bank or card issuer without first raising the issue with us is a material breach of this Agreement, and we may suspend or terminate your account. You remain responsible for any amount validly owed, along with any fees our payment processor charges us as a result of the dispute.

9. Term, Cancellation, and Termination

9.1 Term. This Agreement starts when you accept it and continues month-to-month until terminated.

9.2 Cancellation (either party, no cause needed). Either party may cancel at any time by giving written notice — you, via the Service's cancellation function or email to info@zerva.us; us, via email to your account email.

Cancellation takes effect 30 days after we receive notice. Your subscription continues and bills normally until that date, so if a billing date falls within those 30 days, that charge still occurs. After the effective date you will not be billed again. Fees already paid are not refunded or prorated, and the Service remains fully available to you until the effective date.

Example: you are billed on the 5th of each month and give notice on the 12th. You are billed once more on the 5th of the following month, your access ends on the 11th of that month, and there are no further charges.

9.3 Termination for cause. Either party may terminate immediately on written notice if the other party materially breaches this Agreement and fails to cure within 15 days of written notice of the breach. We may terminate immediately, without a cure period, for non-payment beyond Section 8.6, for violations that create legal or carrier-compliance risk, or for breach of Sections 2.2, 4, 5, 6, or 7.

9.4 Suspension. We may suspend the Service (in whole or in part) for: non-payment; a security risk to the Service or other customers; carrier or Subprocessor compliance requirements; or use that we reasonably believe violates law or this Agreement. We will limit suspensions in scope and duration to what is reasonably necessary and will tell you the reason unless legally prevented.

10. What Happens on Termination

10.1 Data export window. For 30 days after termination, you may export your Customer Data using the Service's export tools, or you may ask us at info@zerva.us for a reasonable export in a standard format.

10.2 Deletion. After the 30-day window, we will delete Customer Data as described in the DPA, except where retention is required by law or held in routine backups pending scheduled deletion.

10.3 Your phone numbers leave with you. Phone numbers associated with your account — including numbers you ported in — are yours. On termination, we will cooperate in good faith with your port-out requests to your new provider and will not obstruct or delay porting. Submit port-out requests within the 30-day window; numbers not ported or claimed within that window may be released.

10.4 Survival. Sections that by their nature should survive termination do survive, including Sections 2.2 (Restrictions), 3 (Customer Data), 7.3, 8 (as to fees accrued before termination), and 11–19.

11. What's Included and What's Not

Your subscription includes the full Zerva platform, ongoing updates and improvements as we release them, and support as described in Section 12. Unless we agree in a separate signed writing, the following are separate services that are not included and are not billed under this Agreement: search engine optimization (SEO); marketing, advertising, or lead-generation services; custom software development or bespoke feature builds; data migration from other systems; website design or hosting for your business; recruiting or staffing services themselves; and legal, HR, or compliance consulting of any kind. A feature request, roadmap discussion, or courtesy assistance does not create an obligation to deliver any of the above.

12. Support and Availability

12.1 Our commitment. Your recruiting operation matters to us, and we treat it that way. We actively monitor the Service, work diligently to keep it running smoothly, and when something breaks, we prioritize getting you back up and communicating with you honestly along the way.

12.2 Support. We provide support in good faith and will respond within a commercially reasonable time. Because every issue is different, we do not commit to specific response or resolution times — but we will always make a genuine, good-faith effort to resolve issues promptly.

12.3 Availability. We work to keep the Service available on a best-effort basis. However, we do not offer an SLA, uptime guarantee, or service credits, and the Service may be unavailable due to maintenance, updates, or events outside our control, including Subprocessor and carrier outages. Where planned maintenance is likely to be disruptive, we will try to give advance notice.

13. Intellectual Property

13.1 We own the platform. Divinify owns all right, title, and interest in the Service — including all software, source code, models, designs, workflows, documentation, and improvements. This includes all code and product features we develop, even if built in response to your request, feedback, or use case. Nothing in this Agreement transfers any ownership of the Service or any code to you; your rights are the subscription rights in Section 2 only.

13.2 You own your stuff. You keep ownership of Customer Data (Section 3.1) and your configuration content (Section 3.3), and your trademarks and business materials.

13.3 Feedback. If you give us suggestions or feedback, we may use them freely, without restriction or obligation to you.

14. Confidentiality

Each party may receive non-public business information from the other ("Confidential Information"). The receiving party will use it only to perform under this Agreement, protect it with reasonable care, and not disclose it except to employees, advisors, and Subprocessors who need it and are bound to confidentiality. Exceptions: information that is public, already known, independently developed, or lawfully received from a third party. Disclosure required by law is permitted with prompt notice to the other party where legally allowed. These obligations last 3 years after termination (indefinitely for Applicant Data, which is governed by the DPA).

15. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT AI OUTPUT WILL BE ACCURATE OR UNBIASED, OR THAT USE OF THE SERVICE WILL SATISFY ANY LEGAL REQUIREMENT THAT APPLIES TO YOU. THE SERVICE IS NOT LEGAL ADVICE AND DOES NOT PROVIDE COMPLIANCE.

16. Indemnification

16.1 By you. You will defend and indemnify Divinify, its members, and employees against third-party claims, and pay resulting damages, penalties, settlements, and reasonable attorneys' fees, to the extent arising from:

• (a) calls, texts, or other communications sent through your account, including claims under the TCPA, state telemarketing laws, or carrier-related claims — except to the extent a claim results directly from a defect or malfunction in the Service itself that was not caused by your data, configurations, or instructions;
• (b) recording or transcription of any session without legally required consent or disclosure;
• (c) employment decisions you make, including claims under automated-employment-decision or anti-discrimination laws arising from your use of AI Features;
• (d) Customer Data, including claims that it was collected or submitted unlawfully; and
• (e) your breach of Sections 2.2, 4, 5, 6, or 7.

16.2 By us. We will defend and indemnify you against third-party claims that the Service, as provided by us and used as permitted by this Agreement, directly infringes a U.S. patent, copyright, or trademark, and pay damages and reasonable attorneys' fees finally awarded or agreed in settlement, subject to the limitation of liability in Section 17.

This obligation does not apply to claims arising from: Customer Data or anything you or your Users submit; output generated by AI Features; combination of the Service with products, data, or services not provided by us; modifications not made by us; your use in breach of this Agreement; or your continued use after we notify you to stop.

If the Service becomes, or we believe it may become, subject to an infringement claim, we may at our option modify it, obtain the necessary rights, or discontinue the affected feature and refund prepaid fees for the period it is unavailable. This section states your sole and exclusive remedy for any claim of infringement.

16.3 Process. The indemnified party must give prompt notice, allow the indemnifying party to control the defense (with the indemnified party's reasonable cooperation), and not settle in a way that admits the indemnified party's fault without consent.

16.4 Mutual carve-out. Neither party is required to indemnify the other for claims to the extent they arise from the other party's own gross negligence or willful misconduct.

17. Limitation of Liability

17.1 No indirect damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

17.2 Cap. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES YOU PAID TO DIVINIFY IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

17.3 Exceptions. Sections 17.1 and 17.2 do not apply to: (a) your payment obligations; (b) your indemnification obligations under Section 16.1; or (c) either party's liability that cannot be limited under applicable law.

18. Governing Law and Disputes

18.1 Governing law. This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-laws rules.

18.2 Venue. The parties will resolve disputes exclusively in the state or federal courts located in DeKalb County, Georgia (for federal claims, the U.S. District Court for the Northern District of Georgia). Each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

18.3 Talk first. Before filing suit, the parties will attempt in good faith to resolve the dispute through direct discussion for 30 days after written notice of the dispute. This does not prevent either party from seeking injunctive relief to protect its intellectual property or confidential information at any time.

18.4 No class actions. Each party agrees to bring claims relating to this Agreement only in its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. If this provision is found unenforceable, the remainder of this Section 18 remains in effect.

18.5 Time limit. Any claim relating to this Agreement must be brought within one year after the claim arises, except where a longer period is required by law.

19. General

• Notices. Legal notices to Divinify go to info@zerva.us. Notices to you go to your account email. Email notice is effective when sent.
• Changes to this Agreement. We may update this Agreement with at least 30 days' notice (email or in-Service notice). Changes take effect at your next billing period after the notice period; continued use after that is acceptance. If you don't agree, cancel under Section 9 before the changes take effect. If a change materially increases your fees or materially reduces the Service, you may cancel effective immediately by giving notice before the change takes effect, without waiting out the 30-day period in Section 9.2.
• Subprocessors. We may add or replace Subprocessors as described in the DPA, with notice and an opportunity to object as stated there.
• Assignment. You may not assign this Agreement without our written consent, except to a successor in a merger or sale of substantially all assets, with notice. We may assign to an affiliate or successor.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding your payment obligations).
• Independent parties. The parties are independent contractors; nothing creates a partnership, joint venture, or agency.
• Entire agreement. This Agreement (with the documents it incorporates) is the entire agreement about the Service and supersedes prior discussions. Terms in your purchase orders or vendor forms have no effect.
• Severability; waiver. If a provision is unenforceable, the rest stands. Not enforcing a provision is not a waiver.

20. Acceptance

This Agreement may be accepted electronically — by checking the acceptance box presented at signup or checkout — or by signature below. Either method creates a binding agreement.

Accepted and agreed:

| CUSTOMER | DIVINIFY LLC | |---|---| | Signature: ____________________ | Signature: ____________________ | | Printed name: ____________________ | Printed name: ____________________ | | Title: ____________________ | Title: ____________________ | | Legal business name: ____________________ | | | Business address: ____________________ | | | Email: ____________________ | | | Date: ____________________ | Date: ____________________ |

Divinify LLC · Chamblee, Georgia · info@zerva.us · zerva.us