CoWorQ Hosted Service Terms

These CoWorQ Hosted Service Terms (the “Hosted Service Terms” or “Terms”) govern the CoWorQ-Hosted Service option (“Option B”) under the Agentic Automation Agreement (the “Agreement”) between ENSARC, LLC (DBA CoWorQ, LLC) (“CoWorQ”) and the customer that selects it (“Customer”). They are incorporated into the Agreement by reference and apply only where Customer elects to have CoWorQ host and run an Automation. Capitalized terms not defined here have the meanings given in the Agreement.

1. How These Terms Apply; Versioning

1.1 Incorporation. These Terms form part of the Agreement for any Automation that Customer elects to have CoWorQ host under Option B. Together with the Agreement and the approved Requirements, they govern the Hosted Service.

1.2 Which version governs you. Each version of these Terms is identified by a version number and effective date. The version that governs Customer is the version in effect on the Effective Date of Customer’s Agreement or, for a renewal term, the version in effect at the start of that renewal term. That version continues to govern Customer for the duration of the then-current term, even if CoWorQ later publishes a newer version.

1.3 Prior versions remain available. CoWorQ maintains each published version at a dated, version-specific URL (for example, https://legal.co-worq.com/hosted-terms/v1.0). The then-current version is always available at https://legal.co-worq.com/hosted-terms. On request, CoWorQ will provide Customer with a copy of the specific version that governs Customer.

1.4 Changes apply prospectively only. CoWorQ may publish updated versions from time to time. An updated version does not change the terms of an existing committed term. It takes effect for Customer only upon renewal of the hosted term, or earlier by written agreement of the Parties. CoWorQ will make the updated version available at least thirty (30) days before it would first apply to Customer at renewal.

1.5 Recording the applicable version. Customer’s Agreement or order may record the specific version number and effective date that applies. If it does not, Section 1.2 governs. In the event of any conflict between a version recorded in the Agreement and this Section, the version recorded in the Agreement controls.

2. Definitions

“Automation” means the agentic automation built for Customer under the Agreement and hosted by CoWorQ under Option B.

“Business Hours” means 8:00 a.m. to 6:00 p.m. U.S. Central Time, Monday through Friday, excluding CoWorQ holidays. “Business Day” means any day on which Business Hours occur.

“Hosted Service” means CoWorQ’s hosting and operation of the Automation on CoWorQ’s infrastructure, together with the availability and support commitments in these Terms.

“Support Tier” means the optional Gold, Silver, or Bronze support level Customer selects, if any, as described in Section 7.

“Usage Charges” means the actual costs of large language model (LLM) and other third-party services consumed in running the Automation, as described in Section 4.

3. The Hosted Service

3.1 Hosting. During the term, CoWorQ will host and run the Automation on CoWorQ’s infrastructure and make it available to Customer in accordance with these Terms. CoWorQ selects and manages the underlying computing, network, and model resources unless the Parties agree otherwise in writing.

3.2 Scope. The Hosted Service covers the Automation as defined in the approved Requirements. New automations, additional integrations, or changes beyond the Requirements are out of scope and require a separate agreement or change order under the Agreement.

3.3 Support is optional. Base hosting does not include committed support response or resolution times. Support commitments apply only if Customer purchases a Support Tier under Section 7. The availability commitment in Section 6 applies to all Hosted Service customers regardless of Support Tier.

4. Fees, Usage Charges, and Payment

4.1 Base hosting fee. The base hosting fee is $300 per month per hosted Automation, billed monthly in advance.

4.2 Usage Charges. Customer pays the actual LLM/model and third-party API and service costs consumed in running the Automation, passed through at cost and billed monthly in arrears based on the applicable providers’ records. CoWorQ does not guarantee or cap Usage Charges, which depend on Customer’s volume and usage patterns.

4.3 Support Tier fee. If Customer selects a Support Tier, the corresponding monthly fee below is billed in advance, in addition to the base hosting fee:

4.4 Payment terms. Fees are due within thirty (30) days of invoice, are non-refundable except as expressly provided, and are exclusive of taxes. Late amounts accrue a finance charge of 1.5% per month (18% per annum) or the maximum permitted by law, whichever is lower, plus costs of collection. Customer is responsible for all taxes other than taxes on CoWorQ’s net income.

5. Term, Renewal, and Termination

5.1 Initial term. The Hosted Service has a minimum committed term of twenty-four (24) months, beginning when CoWorQ first makes the hosted Automation available to Customer.

5.2 Renewal. After the initial term, the Hosted Service automatically renews for successive twelve (12) month terms unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.3 Termination for cause. Either Party may terminate the Hosted Service if the other materially breaches these Terms or the Agreement and fails to cure within fifteen (15) days after written notice.

5.4 Early termination by Customer. If Customer terminates the Hosted Service for convenience before the end of the committed term, the base hosting fees for the remainder of the committed term become immediately due as agreed liquidated damages reflecting a reasonable estimate of CoWorQ’s losses and not a penalty. Usage Charges and Support Tier fees are not charged for periods after termination.

5.5 Effect of termination. On expiration or termination, CoWorQ will cease hosting the Automation and, for thirty (30) days, make Customer’s data available for export. Within that period, Customer may elect to convert to Option A (buyout) under the then-current buyout terms in order to continue running the Automation in its own environment. After the export period, CoWorQ may delete the hosted instance and associated data, subject to Section 8.

6. Service Availability

6.1 Availability commitment. CoWorQ will use commercially reasonable efforts to make the Hosted Service available at least 99.5% of the time, measured monthly (“Monthly Uptime”). “Monthly Uptime” is the percentage of minutes in a calendar month that the Hosted Service is materially available, excluding the exclusions in Section 6.3.

6.2 Service credits. If Monthly Uptime falls below 99.5% in a calendar month, Customer’s sole and exclusive remedy is a service credit against a future invoice, calculated as a percentage of the base hosting fee for the affected month:

6.3 Exclusions. Monthly Uptime excludes any unavailability arising from: (a) scheduled maintenance for which CoWorQ gives reasonable advance notice; (b) emergency maintenance; (c) force majeure; (d) outages, rate limits, or failures of LLM/model providers or other third-party services, APIs, or networks outside CoWorQ’s reasonable control; (e) Customer’s systems, credentials, data, configurations, or the Requirements; (f) Customer’s breach or misuse; and (g) suspension permitted under these Terms or the Agreement.

6.4 Claiming a credit. To receive a credit, Customer must request it in writing within thirty (30) days after the end of the affected month, with reasonable supporting detail. Credits are applied to a future invoice, are not payable in cash, do not accrue interest, and in total may not exceed fifty percent (50%) of the base hosting fee for the affected month. Service credits are Customer’s sole and exclusive remedy for any failure to meet the availability commitment.

7. Support Services and Tiers

7.1 Availability of support. If Customer purchases a Support Tier, CoWorQ will provide support for the Automation as described in this Section. CoWorQ assigns a severity level to each issue in good faith based on the definitions below, in consultation with Customer.

7.2 Severity levels.

7.3 Response and resolution targets. The targets below state the time to acknowledge and begin work (“Respond”) and the target time to provide a workaround or fix (“Resolve”). For Gold, Severity 1 issues are handled on a 24×7 basis; all other tiers and severities are handled during Business Hours. Times are measured accordingly.

7.4 Nature of support targets. Response and resolution times are targets, not guarantees. CoWorQ will use commercially reasonable efforts to meet them. A failure to meet a support target is not, by itself, a breach, and does not entitle Customer to a service credit or other remedy; the availability credit in Section 6 is the only service credit under these Terms.

7.5 Requesting support; cooperation. Customer will submit support requests through the channels CoWorQ designates, with enough detail to reproduce the issue, and will provide reasonable cooperation, access, and information. Support timing begins when CoWorQ acknowledges a reproducible issue.

7.6 Support exclusions. Support does not include, and the targets do not apply to, issues arising from: (a) changes to or outages of third-party sites, APIs, models, or services; (b) Customer’s systems, credentials, data, or configurations; (c) use outside the Requirements or the Agreement; (d) new features, automations, or scope changes; or (e) Customer’s failure to provide access, information, or cooperation. CoWorQ may perform excluded work as a separate, billable service.

8. Data, Security, and Privacy

8.1 Ownership. Customer retains ownership of its data processed by the Hosted Service. Customer grants CoWorQ a license to host, process, and transmit that data as necessary to provide the Hosted Service.

8.2 Security. CoWorQ will maintain administrative, physical, and technical safeguards designed to protect Customer data consistent with generally accepted industry standards for services of this kind. The Hosted Service is provided from locations in the United States and may use subprocessors.

8.3 Breach notification. CoWorQ will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a confirmed breach of security leading to the unauthorized disclosure of Customer data in CoWorQ’s custody.

8.4 Personal data. If the Hosted Service involves processing personal data subject to data protection laws such as the GDPR or CCPA, the Parties will enter into CoWorQ’s Data Processing Addendum, which governs that processing and controls over these Terms on data-protection matters.

8.5 Return and deletion. On termination, CoWorQ will make Customer data available for export for thirty (30) days as described in Section 5.5, after which CoWorQ may delete it, except for copies retained as required by law or routine backup, which remain subject to these confidentiality and security obligations.

9. Warranties and Disclaimers

9.1 Limited commitment. CoWorQ’s only availability commitment is the one expressly stated in Section 6, and Customer’s only remedy for missing it is the service credit in Section 6.

9.2 Disclaimer. EXCEPT FOR THE EXPRESS COMMITMENT IN SECTION 6, THE HOSTED SERVICE AND THE AUTOMATION ARE PROVIDED “AS IS,” AND COWORQ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND DOES NOT WARRANT THAT THE HOSTED SERVICE OR AUTOMATION WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. Customer acknowledges that the Automation uses artificial intelligence, which is probabilistic and may produce inaccurate or unexpected outputs, and that the Hosted Service depends on third-party model and infrastructure providers. Customer is responsible for reviewing and supervising all outputs and shall not rely on them as the sole basis for any decision with legal, financial, or similarly significant consequences.

10. Limitation of Liability

The limitation of liability in the Agreement applies to the Hosted Service and these Terms and is not expanded by them. Without limiting that provision, CoWorQ’s total liability arising out of or relating to the Hosted Service shall not exceed the amounts paid by Customer for the Hosted Service in the twelve (12) months before the event giving rise to the claim, and neither Party is liable for indirect, incidental, special, consequential, or punitive damages. The service credits in Section 6 are Customer’s sole and exclusive remedy for any failure to meet the availability commitment. These limits do not apply to a Party’s gross negligence, willful misconduct, or fraud, to Customer’s payment obligations, or to liability that cannot be limited under applicable law.

11. Suspension

CoWorQ may suspend the Hosted Service, in whole or in part, on reasonable notice where practicable, if (a) Customer fails to pay undisputed amounts within fifteen (15) days after notice; (b) Customer’s use causes or threatens harm to the Hosted Service, CoWorQ, or others, or presents a security risk; or (c) suspension is required by law or to comply with legal process. CoWorQ will restore the Hosted Service promptly after the cause is resolved. Suspension does not relieve Customer of its payment obligations, and CoWorQ is not liable for any consequence of a suspension made under this Section.

12. Changes to the Hosted Service

CoWorQ may update, improve, or modify the infrastructure, models, and components used to provide the Hosted Service, provided it does not materially reduce the core functionality of the Automation as defined in the Requirements without notice to Customer. Changes to these Terms are governed by Section 1 (Versioning).

13. General; Relationship to the Agreement

These Terms are part of the Agreement for the Hosted Service. In the event of a conflict, the Agreement controls, except that these Terms control on hosting-specific matters (including availability, support, Usage Charges, and hosted data handling), and, where applicable, the Data Processing Addendum controls on data-protection matters. Governing law, dispute resolution, assignment, notices, and other general terms are as stated in the Agreement. If any provision of these Terms is unenforceable, it will be reformed to the minimum extent necessary and the remainder remains in effect.