Dex CoAdmin – Terms of Service

1. Service Description

Dex CoAdmin is a chat-based productivity tool that helps IT administrators execute administrative tasks in Microsoft 365 and other apps and services, using conversational commands.

2. Eligibility and Authority

Subject to your compliance with the Terms, we hereby grant you a limited, non-exclusive, non-transferable right to access and use the Platform for your internal business use and not for any other person or entity. You may use Dex CoAdmin only if you are an authorized IT administrator (or equivalent) for the applicable Microsoft 365 tenant and you have the legal authority to perform the tasks you request through Dex CoAdmin.

3. Permissions and Authorization Model

Dex CoAdmin performs actions using your existing Microsoft 365 credentials and permissions. You explicitly authorize Dex CoAdmin to perform requested tasks within your scope of authority. Actions performed via Dex CoAdmin are attributable to your administrator account and you are solely responsible for any actions you request or approve through Dex CoAdmin.

4. Free Tier and Usage Limits

Dex CoAdmin is offered free of charge (Free Tier) with usage limits and credits, as follows:

• You receive 10 credits per week, renewed weekly from your sign-up date.
• Credits do not roll over or accumulate.

The Service operates on a credit-based consumption model. Most tasks consume 1 credit. Certain tasks that require higher computational resources may consume more than 1 credit. In such cases, the number of credits charged is determined by the resource usage of the task and is always rounded up to the nearest whole credit. Credit consumption is calculated automatically by the system based on internal cost factors.

We may modify, at our discretion, usage limits, restrict access, or suspend accounts to prevent abuse or protect the Service.

5. Restricted Use

You may not, and may not allow any third party to: (a) reverse engineer, decompile, or otherwise attempt to derive the source code or underlying structure of the Services; (b) copy, frame, mirror, modify, or create derivative works of the Services; (c) sell, sublicense, transfer, distribute, or otherwise make the Services available to any third party, or use the Services other than for your internal business purposes; (d) remove or obscure any proprietary notices; (e) upload or transmit malicious code or any unlawful, infringing, harmful, abusive, or fraudulent content; (f) disrupt, overload, interfere with, or attempt to bypass the Services, including any security features, usage limits, or access restrictions (including through bots, automation scripts, or non-human access methods); (g) access or attempt to access data, accounts, or systems without authorization; (h) use the Services unlawfully, in breach of these Terms, or to develop or support a competing product; or (i) use the Services if you are not legally authorized to enter into these Terms.

6. Generative AI

Dex CoAdmin is an AI-powered service that uses generative artificial intelligence and large language models, including third-party services ("AI Services"). AI Services may produce incorrect, incomplete, or misleading output, and you are solely responsible for reviewing and verifying all results before acting on them. Your prompts, instructions, and related conversation content may be processed and transmitted to AI Services and our subprocessors solely to provide, maintain, secure, and improve Dex CoAdmin, in accordance with our Privacy Policy and, where applicable, the DPA. We do not guarantee the accuracy, reliability, or suitability of any AI-generated output.

7. Privacy and Data Processing

You acknowledge and agree that your access and use of the Services, including, without limitation, any information transmitted to or stored on the platform, is subject to our privacy policy. We will maintain reasonable, industry-standard security and backup measures to protect your data. We may collect usage data to improve the Services, as described in our Privacy Policy. You are responsible for ensuring you have all required rights and permissions to collect and process any Personal Information used with the Services. You retain ownership and control of Personal Information and may access, modify, or delete it. We will use Personal Information only to provide the Services, including sharing it with affiliates and subcontractors (which may involve transfers outside the EEA). Where applicable, we will process Personal Data in accordance with the GDPR and its Data Processing Addendum ("DPA"). You act as the data controller and must comply with all applicable privacy and data protection laws.

8. Intellectual Property

All intellectual property rights, title and interest in and to the Platform or any portion thereof, and all corrections, modifications, enhancements and derivatives, including data related to Your usage, and all other rights therein are and shall remain our sole and exclusive property; all rights not expressly granted hereunder are reserved by SysAid. For the avoidance of doubt, "SysAid" and "SysAid Dex CoAdmin" are trademarks of SysAid; all other trademarks, service marks, product names and company names, if any, referenced in the Platform, are the intellectual property of their respective owners and no right, license, or interest is granted hereunder. You shall retain all rights, title, and interest in and to your data. Any error and bug reports, ideas, requests, recommendations, comments, concepts, paid custom developments and other suggestions (collectively "Feedback") that you may provide to us regarding Dex CoAdmin, will be solely owned by us. We may freely use, disclose, license, and distribute any Feedback in any manner without any obligation, royalty or restriction, provided you are not identified in connection with any such Feedback without Your consent.

9. Confidentiality

The receiving party ("Receiving Party") will use the disclosing party's ("Disclosing Party") Confidential Information only as needed to perform under these Terms, will keep it confidential, and will not disclose it to any third party without the Disclosing Party's prior written consent. All Confidential Information remains the Disclosing Party's property. If the Receiving Party is legally required to disclose Confidential Information, it will provide prior written notice (where permitted) and reasonably cooperate to allow the Disclosing Party to seek to resist or limit the disclosure. "Confidential Information" means any non-public technical, commercial, marketing, pricing, business, or other proprietary information disclosed under these Terms that is marked confidential or should reasonably be understood to be confidential.

10. Warranty Disclaimers

You assume all responsibility for the use of the Platform, including its selection to achieve Your objectives.

YOUR USE OF AND RELIANCE UPON THE CONTENT DERIVED, PRODUCED OR OTHERWISE CREATED THROUGH YOUR USE OF THE PLATFORM AND YOUR DATA IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND WE SHALL HAVE NO RESPONSIBILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. IN ADDITION, WE MAKE NO WARRANTY AS TO THE COMPLETENESS OR ACCURACY OF THE INFORMATION OR DATA GENERATED BY USING THE SYSAID PLATFORM BASED ON YOUR INPUTS.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY IMPLIED WARRANTIES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM OR ANY SERVICES WILL BE ACCURATE AND/OR DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION, NOR DOES IT WARRANT THAT THE SERVICES WILL BE MADE GENERALLY AVAILABLE. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY INTERNET PROVIDERS. WE FURTHER WILL NOT BE HELD RESPONSIBLE IN CASE OF EVENTS BEYOND ITS REASONABLE CONTROL, AS WELL AS FOR ANY ACTS OR OMISSIONS OF ANY THIRD-PARTY, INCLUDING USERS, OR ANY INVITEES AND/OR ATTENDEES, OR ANY OF YOUR CUSTOMERS. YOU ACKNOWLEDGE THAT WE ASSUME NO RESPONSIBILITY FOR MONITORING THE SERVICES FOR INAPPROPRIATE CONTENT OR CONDUCT.

Applicable law may not allow the exclusion of certain warranties, so to that extent, such exclusions may not apply. You acknowledge that the Platform may enable or assist You in accessing or using third-party services solely at Your own risk; Your use of these services is subject to the applicable third-party terms, and You agree to comply with such terms. We make no representation and shall have no liability in relation to the content or use of, or correspondence with, any such third-party service. We do not guarantee that tasks will be completed successfully, results will be accurate or suitable for your needs, or that Microsoft 365 services will be available or uninterrupted. We make no promises that any of the Services will be made available to you and/or generally available to the public.

11. Limitation of Liability

To the maximum extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of data, revenue, profits, or business interruption arising from or related to Dex CoAdmin. To the maximum extent permitted by law, our total liability for any claims arising out of or relating to Dex CoAdmin will not exceed US$100 (one hundred US Dollars).

12. Indemnification

You agree to defend, indemnify, and hold harmless SysAid and its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, and expenses arising from your use of Dex CoAdmin, actions taken through your Microsoft 365 account, or your violation of these Terms or applicable law.

13. Modification, Suspension or Termination

We may change, update, limit, suspend, discontinue, or terminate your access to the Free Tier (including any usage limits or credit allocations) and/or to the Services (in whole or in part), at any time, with or without notice, including if you violate these Terms, including by way of creating a risk or harm to us, users, or third parties. You may stop using Dex CoAdmin at any time.

14. Changes to These Terms

We may update these Terms from time to time by posting the changes on dex365.ai/terms-and-conditions. Continued use of Dex CoAdmin after changes take effect means you accept the updated Terms.

15. Governing Law

These Terms shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions would cause the application of the laws of any jurisdiction other than the State of New York. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the "ICC Rules") by one arbitrator appointed in accordance with the ICC Rules. The seat of arbitration shall be New York, New York, U.S.A., and the language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction.

16. Policies

The following policies are incorporated into these Terms: Anti-Slavery Policy and Non-Discrimination Policy and Anti-bribery Policy Anti-Corruption Laws.