Terms of Service

Last updated: June 8, 2026 Effective date: June 8, 2026

Operator: Twenty Holdings ("Jedah," "we," "us," or "our"), with principal place of business at 3401 N Thanksgiving Way #500, Lehi, UT 84043. Principal: Peter Allgood.

Contact: support@jedah.ai

These Terms of Service ("Terms") govern your access to and use of the Jedah service (the "Service"), an AI interview co-pilot offered by Twenty Holdings. By accessing or using the Service, you agree to be bound by these Terms.

1. Acceptance of Terms

1.1 Binding Entity. These Terms form a binding agreement between Twenty Holdings and the legal entity that subscribes to the Service (the "Customer"). If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that (a) you have full legal authority to bind that entity to these Terms, (b) you have read and understand these Terms, and (c) you agree, on behalf of that entity, to be bound by these Terms. If you do not have such authority or do not agree, you must not accept these Terms and may not use the Service.

1.2 Authorized Users, Not Individual Agreements. Individual employees, contractors, or agents of Customer who use the Service ("Authorized Users") do so under and pursuant to Customer's subscription. Authorized Users do not enter into a separate agreement with Jedah by virtue of using the Service; their use is governed by Customer's account and these Terms as accepted by Customer.

1.3 Candidates. Individuals being interviewed by Customer using the Service ("Candidates") are not parties to these Terms. Customer's relationship with, and obligations to, Candidates are governed by applicable law and Customer's own policies and agreements. Nothing in these Terms creates a contractual relationship between Jedah and any Candidate.

1.4 Modifications. Jedah may modify these Terms as described in Section 15.

1.5 Eligibility. The Service is intended for use only by businesses and other legal entities engaged in lawful hiring activities. Customer represents that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

2. Definitions

For purposes of these Terms, capitalized terms shall have the meanings set forth below. Other capitalized terms are defined throughout these Terms.

2.1 "Authorized User" means an employee, contractor, or agent of Customer whom Customer has authorized to access and use the Service, and for whom Customer has purchased a Subscription seat.

2.2 "Candidate" means an individual who is, or is being considered as, a job applicant interviewed by Customer using the Service.

2.3 "Customer" means the legal entity identified in an Order (defined below) or otherwise subscribing to the Service.

2.4 "Customer Data" means all data and content that Customer or its Authorized Users submit to, generate within, or otherwise process through the Service, including interview audio, transcripts (where retained), rubric configurations, candidate scores, notes, and exported reports.

2.5 "Documentation" means the user guides, help articles, and other reference materials made available by Jedah for the Service.

2.6 "Order" means an ordering document, online checkout form, or quote signed or accepted by Customer that references these Terms and specifies the Subscription details, including seat count, term, and fees.

2.7 "Service" means the Jedah AI interview co-pilot software-as-a-service offering, including any associated APIs, integrations, exports, Documentation, and updates made available to Customer.

2.8 "Subprocessor" means a third party engaged by Jedah to process Customer Data on Jedah's behalf in connection with the Service.

2.9 "Subscription" means Customer's right, during the applicable term, to access and use the Service in accordance with an Order and these Terms.

3. Description of the Service

3.1 Functionality. Jedah is a software-as-a-service interview co-pilot designed to assist hiring teams during job interviews. The Service:

(a) receives interview audio and speaker-labeled transcripts from Zoom in real time via Zoom's Real-Time Media Streams ("RTMS") and applies automated analysis to that content (Jedah does not operate or engage a separate speech-to-text vendor; transcription is performed by Zoom's native transcription within RTMS);

(b) scores interview content against rubrics configured by Customer (which may incorporate publicly available hiring frameworks, including those developed by Lou Adler and Dennis Wood, as further described in Section 9);

(d) optionally retains transcripts and analysis artifacts where Customer has opted in to retention.

3.2 AI Outputs Are Probabilistic. The Service incorporates machine learning and large language model components. Outputs generated by the Service, including transcriptions, scores, ratings, and summaries (collectively, "AI Outputs"), are probabilistic in nature and may contain errors, omissions, or biases. AI Outputs are intended to assist, not replace, the judgment of qualified human decision-makers.

3.3 No Employment Decisions in Isolation. The Service is a decision-support tool. As further set forth in Section 5, Customer agrees that AI Outputs shall not be used as the sole basis for any employment-related decision, including any decision to hire, not hire, advance, or reject a Candidate.

3.4 Updates and Changes. Jedah may update, enhance, modify, or discontinue features of the Service from time to time. Jedah will use commercially reasonable efforts to provide advance notice of material adverse changes to core functionality.

3.5 Availability. Jedah will use commercially reasonable efforts to make the Service available, subject to planned maintenance, emergency maintenance, and events outside Jedah's reasonable control. Service-level commitments, if any, will be set forth in a separate service-level addendum or in the applicable Order. [REVIEW: confirm whether an SLA will be offered at launch and at what tiers.]

4. Accounts and Access

4.1 Account Creation. To access the Service, Customer must create one or more Authorized User accounts. Customer is responsible for ensuring that all account information is accurate, complete, and kept up to date.

4.2 Credentials. Customer and its Authorized Users must safeguard account credentials and must not share credentials between individuals. Each seat in a Subscription is licensed to a single named Authorized User. Customer must promptly notify Jedah at support@jedah.ai of any suspected unauthorized access to or use of the Service.

4.3 Responsibility for Authorized Users. Customer is responsible for all activity that occurs under its account, including the acts and omissions of its Authorized Users. Customer shall ensure that each Authorized User complies with these Terms.

5. Customer Responsibilities

This Section 5 sets out obligations that are central to lawful use of the Service. Customer's compliance with this Section is a material condition of the Subscription. Because the Service processes interview audio and produces analyses that may influence hiring outcomes, the responsibilities below are non-delegable and rest with Customer.

5.1.1 Customer's Sole Responsibility. Customer is solely responsible for obtaining, from each Candidate, all consents, authorizations, permissions, and waivers required by applicable law before Customer initiates audio capture, transcription, or analysis through the Service. Jedah does not obtain, verify, or warehouse Candidate consents on Customer's behalf, and the Service should not be relied upon to do so.

5.1.2 Two-Party Consent and All-Party Consent Jurisdictions. Customer acknowledges that recording, transcribing, or analyzing voice communications without all parties' consent is prohibited or restricted under the laws of various U.S. states and other jurisdictions, including but not limited to California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, and Washington, as well as under the laws of certain non-U.S. jurisdictions including the European Union, the United Kingdom, and Canada. The foregoing list is illustrative and not exhaustive, and the applicable rules may change. Customer is responsible for determining, with the advice of its own counsel, which consent regimes apply to each interview and for obtaining the required consents accordingly.

5.1.3 Disclosure of AI Analysis. Customer must disclose to each Candidate, in advance of the interview and in a clear and conspicuous manner, that artificial intelligence will be used to transcribe and/or analyze the interview, and must comply with any further disclosure obligations imposed by applicable law (including, where applicable, New York City Local Law 144, the Illinois Artificial Intelligence Video Interview Act, the EU AI Act, the Colorado AI Act, and analogous laws and regulations). Customer is responsible for monitoring developments in this area and updating its disclosures accordingly.

5.1.4 Record-Keeping. Customer shall maintain records sufficient to demonstrate, upon request by a regulator, Candidate, or Jedah, that the required consents and disclosures were provided. Jedah may, but is not obligated to, suspend access to the Service if Jedah reasonably believes Customer is using the Service without required consents.

5.2 Lawful Use; Non-Discrimination

5.2.1 Equal Opportunity. Customer shall not use the Service in a manner that violates applicable anti-discrimination laws, including Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and analogous federal, state, local, and non-U.S. laws. Customer is responsible for any audit, bias-testing, or impact assessment obligations imposed on it by such laws.

5.2.2 No Sole Basis for Employment Decisions. Customer shall not use AI Outputs from the Service as the sole basis for any employment-related decision, including decisions to interview, advance, hire, reject, compensate, promote, or terminate any Candidate or employee. A qualified human decision-maker employed or engaged by Customer must meaningfully review the outputs and exercise independent judgment in any such decision.

5.2.3 EU and UK GDPR; Automated Decision-Making. Where applicable, Customer shall comply with Article 22 of the EU and UK General Data Protection Regulation regarding automated decision-making producing legal or similarly significant effects. Customer is the controller of any personal data of Candidates processed through the Service; Jedah acts as processor. A separate Data Processing Addendum, where required, governs the parties' respective obligations under applicable data protection law.

5.2.4 Other Employment Laws. Customer shall comply with all other applicable employment, labor, immigration, and pre-employment screening laws, including obligations under U.S. Equal Employment Opportunity Commission ("EEOC") guidance and corresponding state and local equivalents.

5.3 Authorized Users; Credentials

Customer shall (a) permit only Authorized Users to access the Service, (b) ensure each Authorized User keeps credentials confidential, and (c) promptly deactivate the account of any Authorized User who is no longer employed or engaged by Customer or who no longer requires access.

5.4 Accurate Information

Customer represents that all information it provides to Jedah, including billing information and the identities of Authorized Users, is accurate and complete.

5.5 Acceptable Use

Customer shall not, and shall not permit any Authorized User or third party to, use the Service in violation of Section 6 (Use Restrictions).

5.6 Allocation of Risk

Customer acknowledges and agrees that the obligations set forth in this Section 5, particularly Sections 5.1 and 5.2, are a material inducement to Jedah's willingness to provide the Service at the agreed fees and that the limitations of liability set forth in Section 12 reflect this allocation of risk.

6. Use Restrictions

6.1 Customer shall not, and shall not permit any Authorized User or third party to:

(a) copy, modify, translate, adapt, or create derivative works of the Service, except as expressly permitted by these Terms;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or model weights of the Service, except to the extent such restriction is expressly prohibited by applicable law;

(c) rent, lease, lend, sell, resell, sublicense, distribute, or otherwise transfer the Service or any portion thereof to any third party;

(d) use the Service to provide services to third parties, including on a service-bureau or "managed-service" basis, unless expressly authorized in writing by Jedah;

(e) scrape, crawl, or harvest data from the Service, or use any automated means to access the Service other than via documented APIs and in accordance with usage limits;

(f) circumvent or attempt to circumvent any access controls, rate limits, or usage restrictions;

(g) introduce any virus, worm, malware, or other malicious code into the Service;

(h) use the Service to violate any applicable law or regulation, including any privacy, data protection, employment, or consumer protection law;

(i) use the Service to harass, defame, or otherwise infringe the rights of any Candidate or other individual, or to capture audio or other content in violation of any individual's reasonable expectation of privacy;

(j) use AI Outputs to provide, or hold them out as, legal, medical, psychological, psychiatric, financial, or other professional advice;

(k) use the Service in any safety-critical context, including any context in which failure of the Service could lead to death, personal injury, or severe environmental or property damage; or

(l) benchmark the Service for purposes of building a competing product, or publish benchmark results without Jedah's prior written consent.

6.2 Suspension for Violation. Jedah may suspend Customer's access to the Service, in whole or in part, if Jedah reasonably believes Customer has violated this Section 6 or Section 5. Where reasonable under the circumstances, Jedah will provide notice and an opportunity to cure before suspending.

7. Subscription, Billing, and Payment

7.1 Fees. Customer shall pay the fees set forth in the applicable Order. Subscriptions are sold on a per-seat basis and are billed annually or monthly in advance, as specified in the Order. Fees are quoted in U.S. dollars unless otherwise stated.

7.2 Billing. Jedah uses Stripe to process payments. By providing payment information, Customer authorizes Jedah and Stripe to charge the applicable payment method for fees due under the Order.

7.3 Auto-Renewal. Unless an Order states otherwise, each Subscription will automatically renew for successive terms equal to the then-current term (e.g., annual subscriptions renew annually) at Jedah's then-current rates. Either party may prevent renewal by giving written notice of non-renewal at least thirty (30) days before the end of the then-current term.

7.4 Price Changes. Jedah may change pricing for renewal terms by giving Customer at least thirty (30) days' prior notice before the start of the renewal term. If Customer does not agree to the new pricing, Customer's sole remedy is to elect not to renew under Section 7.3.

7.5 Taxes. Fees are exclusive of all taxes, levies, and duties (other than taxes based on Jedah's net income). Customer is responsible for all applicable taxes arising out of its purchase and use of the Service.

7.6 Late Payment. Undisputed amounts not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until paid. Jedah may suspend the Service if Customer's payment is more than ten (10) days past due, after providing notice of the delinquency. Suspension does not relieve Customer of its obligation to pay accrued fees.

7.7 Refunds; Cancellation.

(a) Except as expressly set forth in these Terms, all fees are non-refundable. Jedah does not provide refunds or credits for partial months or partial years of Subscription, unused seats, or downgrades during a term.

(b) Customer may cancel its Subscription effective at the end of the then-current term, in accordance with Section 7.3. Mid-term cancellation does not entitle Customer to a refund except where required by applicable law or where these Terms expressly provide otherwise (e.g., termination for Jedah's uncured material breach under Section 14).

(c) Where Jedah terminates these Terms for its convenience or for an uncured material breach by Jedah, Jedah will refund any prepaid, unused fees for the period after the effective date of termination.

7.8 Quote-Based Pricing. While the Service is offered on a quote basis, the fees specified in the accepted quote (and incorporated into the corresponding Order) shall control for the duration of the Subscription term, subject to Section 7.4 for renewals.

8. Customer Data

8.1 Ownership. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data, including all Candidate analyses, scoring data, transcripts (where retained), notes, and exports generated through the Service. Nothing in these Terms transfers ownership of Customer Data to Jedah.

8.2 License to Jedah. Customer grants Jedah a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to (a) provide and maintain the Service to Customer, (b) prevent or address service, security, or technical issues, (c) comply with applicable law and lawful requests from authorities, and (d) generate aggregated, de-identified data as set forth in Section 8.4.

8.3 No Training on Customer Data. Jedah does not, and will not, use Customer Data to train, fine-tune, retrain, or otherwise improve any general-purpose machine learning model, foundation model, or model that is made available to any party other than Customer. For the avoidance of doubt:

(a) Jedah does not use Customer Data to train models that are then exposed to other Jedah customers; and

(b) Jedah does not share Customer Data with any third-party AI model provider in a manner that permits the provider to use Customer Data to train its models. Jedah's sole third-party AI model provider is Anthropic, PBC ("Anthropic"), which provides the Claude large-language-model inference used to generate AI Outputs. Jedah's arrangement with Anthropic is subject to "no training on inputs" terms, and Jedah will maintain those terms with Anthropic (and with any successor or replacement AI model provider) for so long as Customer Data is provided to such provider in connection with the Service.

This Section 8.3 is a material commitment of Jedah and survives termination of these Terms.

8.4 Aggregated, De-Identified Data. Jedah may generate aggregated and de-identified data from Customer Data ("Aggregated Data") and may use Aggregated Data for any lawful business purpose, including improving the Service and producing analytics, provided that (a) Aggregated Data does not identify Customer, any Authorized User, or any Candidate, and (b) Aggregated Data cannot reasonably be re-identified.

8.5 Subprocessors. Jedah engages Subprocessors to provide certain components of the Service (e.g., cloud hosting and large-language-model inference). The current list of Subprocessors is maintained in Jedah's Privacy Policy or a linked Subprocessor list. Jedah will impose obligations on each Subprocessor that are no less protective of Customer Data than those set forth in these Terms.

8.6 Security. Jedah will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. Specific security commitments, where applicable, are set forth in Jedah's then-current Security Overview or a Data Processing Addendum.

8.7 Retention; Deletion on Termination.

(a) Jedah retains Customer Data during the Subscription term in accordance with Customer's configuration (including whether transcript retention is opted in or out at the Customer's choice).

(b) Following termination or expiration of the Subscription, Customer may export Customer Data for a period of thirty (30) days. Following that thirty (30) day grace period, Jedah will delete Customer Data from its production systems within ninety (90) days, except to the extent retention is required by applicable law or for legitimate backup, audit, or dispute-resolution purposes (in which case, deletion will occur on the next backup cycle and Customer Data will remain subject to these Terms while retained).

8.8 Candidate Personal Data. Customer is the controller (or, where applicable, the business) with respect to personal data of Candidates processed through the Service. Jedah acts as processor (or service provider) on Customer's behalf. Where required by applicable data protection law, the parties will enter into a Data Processing Addendum, which is incorporated by reference into these Terms.

9. Intellectual Property

9.1 Jedah's IP. As between the parties, Jedah owns and retains all right, title, and interest in and to the Service, including all software, algorithms, model weights, user interfaces, Documentation, and improvements thereto, and all intellectual property rights therein. Except for the limited rights expressly granted to Customer in these Terms, no rights are granted to Customer in or to the Service.

9.2 Customer Data. Section 8 governs ownership of and rights in Customer Data.

9.3 Third-Party Frameworks. The Service may reference, implement, or allow Customer to configure rubrics based on publicly known hiring frameworks, including the "10-Factor" interviewing methodology associated with Lou Adler and the "High-Performance Factor" (HPF) methodology associated with Dennis Wood. Jedah does not claim ownership of these underlying frameworks, and credit for the frameworks remains with their respective authors. Customer is responsible for ensuring that its use of any such framework, including any associated trademarks or copyrighted materials, complies with applicable law and any applicable third-party terms.

9.4 Feedback. If Customer or any Authorized User provides feedback, suggestions, or ideas regarding the Service ("Feedback"), Customer hereby grants Jedah a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and incorporate Feedback into the Service and Jedah's other products and services, without obligation or compensation. Feedback is provided on an "as is" basis and does not constitute Customer Data.

9.5 Marketing. Jedah may identify Customer as a customer (using Customer's name and logo) on Jedah's website and in customer lists, subject to Customer's branding guidelines reasonably provided to Jedah. Customer may opt out by sending written notice to support@jedah.ai.

10. Confidentiality

10.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, or by access, that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Service, including its non-public features, pricing, and Documentation, is Jedah's Confidential Information.

10.2 Obligations. The Receiving Party shall (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms, (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care, and (c) limit access to Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 10.

10.3 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate (a) was in the Receiving Party's possession without restriction before receipt from the Disclosing Party, (b) is or becomes publicly available through no fault of the Receiving Party, (c) is rightfully received from a third party without confidentiality obligations, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

10.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that, where legally permitted, it gives the Disclosing Party prompt notice and a reasonable opportunity to seek a protective order.

10.5 Survival. Confidentiality obligations under this Section 10 survive termination of these Terms for a period of five (5) years, except that obligations with respect to information constituting a trade secret survive for so long as such information remains a trade secret under applicable law.

11. Warranties and Disclaimers

11.1 Mutual Warranties. Each party represents and warrants that (a) it has full power and authority to enter into and perform these Terms, and (b) its execution and performance of these Terms will not violate any agreement or obligation owed to a third party.

11.2 Customer Warranties. Customer represents and warrants that (a) it has all rights, consents, and authorizations necessary to provide Customer Data (including any audio of Candidates) to the Service for processing under these Terms, (b) its use of the Service will comply with all applicable laws, including those identified in Section 5, and (c) Customer Data, and Jedah's processing of Customer Data in accordance with these Terms, will not infringe or misappropriate the intellectual property rights or privacy rights of any third party.

11.3 Limited Service Warranty. Jedah warrants that, during the Subscription term, the Service will perform substantially in accordance with the Documentation under normal use. Customer's sole and exclusive remedy, and Jedah's sole obligation, for any breach of this warranty shall be, at Jedah's option, (a) to use commercially reasonable efforts to correct the non-conformity, or (b) if Jedah is unable to do so within thirty (30) days after Customer's written notice describing the non-conformity in reasonable detail, to terminate the affected Subscription and refund any prepaid, unused fees for the period after the effective date of termination. This warranty does not apply to issues caused by Customer Data, Customer's misuse of the Service, or factors outside Jedah's reasonable control.

11.4 Disclaimer of AI Output Accuracy. Customer expressly acknowledges and agrees that:

(a) AI Outputs (including transcriptions, scores, ratings, and summaries) are probabilistic and may be incomplete, inaccurate, or biased;

(b) Jedah makes no warranty that AI Outputs will be accurate, error-free, free from bias, or suitable for any particular hiring decision;

(c) AI Outputs are intended as decision-support, not as a substitute for the judgment of a qualified human decision-maker; and

(d) Customer assumes all risk and responsibility for any decision made by Customer in reliance, in whole or in part, on AI Outputs.

11.5 General Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 11, THE SERVICE AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JEDAH AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. JEDAH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE FORM OR THEORY OF ACTION, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO JEDAH UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). [REVIEW: confirm cap floor with counsel; some operators omit a floor or set a higher minimum.]

12.3 Exclusions from Cap. The limitations in Sections 12.1 and 12.2 do not apply to (a) Customer's payment obligations under Section 7, (b) either party's indemnification obligations under Section 13, (c) Customer's violations of Section 5 (Customer Responsibilities) or Section 6 (Use Restrictions), (d) either party's breach of Section 10 (Confidentiality), or (e) liability that, as a matter of applicable law, cannot be limited or excluded (such as liability for gross negligence, willful misconduct, fraud, or personal injury).

12.4 Basis of the Bargain. The parties agree that the limitations and exclusions in this Section 12 reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between them. The limitations apply even if a limited remedy is found to have failed of its essential purpose.

13. Indemnification

13.1 By Customer. Customer shall defend, indemnify, and hold harmless Jedah, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, suit, action, or proceeding (each, a "Claim") and any related losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Customer's or any Authorized User's breach of Section 5 (Customer Responsibilities), including any failure to obtain required Candidate consent or to provide required disclosures;

(b) Customer's or any Authorized User's breach of Section 6 (Use Restrictions);

(c) any allegation that Customer Data, or Jedah's processing of Customer Data in accordance with these Terms, infringes or misappropriates the intellectual property or privacy rights of any third party;

(d) any employment-related Claim brought by a Candidate, applicant, employee, or former employee of Customer, including Claims alleging discrimination, disparate impact, or improper reliance on AI Outputs; and

(e) Customer's or any Authorized User's violation of applicable law.

13.2 By Jedah. Jedah shall defend, indemnify, and hold harmless Customer, its affiliates, and their respective officers, directors, employees, and agents from and against any Claim alleging that the Service, as provided by Jedah and used by Customer in accordance with these Terms, directly infringes a third party's U.S. patent, copyright, or trademark, and any related losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or agreed in settlement.

13.3 Exclusions to Jedah Indemnity. Jedah has no obligation under Section 13.2 to the extent a Claim arises out of (a) Customer Data, (b) modifications to the Service not made by Jedah, (c) use of the Service in combination with software, data, or services not provided by Jedah, where the Claim would have been avoided absent the combination, (d) Customer's use of the Service in violation of these Terms or applicable law, or (e) any open-source component of the Service that is provided to Customer subject to its own license.

13.4 Infringement Remedies. If the Service becomes, or in Jedah's reasonable opinion is likely to become, the subject of a Claim under Section 13.2, Jedah may, at its option and expense, (a) procure for Customer the right to continue using the Service, (b) modify the Service to make it non-infringing while maintaining substantially equivalent functionality, or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Subscription and refund any prepaid, unused fees. This Section 13.4, together with Section 13.2, states Jedah's entire liability, and Customer's exclusive remedy, for any IP infringement Claim.

13.5 Procedure. The party seeking indemnification (the "Indemnitee") shall (a) promptly notify the indemnifying party (the "Indemnitor") of the Claim in writing (provided that failure to do so will not relieve the Indemnitor of its obligations except to the extent it is materially prejudiced thereby), (b) give the Indemnitor sole control of the defense and settlement of the Claim (provided that the Indemnitor will not enter into any settlement that imposes obligations on or admits fault by the Indemnitee without the Indemnitee's prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the Indemnitor's expense. The Indemnitee may participate in the defense at its own expense.

14. Term, Termination, and Suspension

14.1 Term. These Terms commence on the date Customer first accepts them or begins using the Service, whichever is earlier, and continue for the duration of any active Subscription, subject to earlier termination as set forth below.

14.2 Termination for Cause. Either party may terminate these Terms (or the affected Order) for cause if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of the breach.

14.3 Termination for Insolvency. Either party may terminate these Terms immediately upon written notice if the other party (a) becomes insolvent, (b) makes an assignment for the benefit of creditors, (c) files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or (d) ceases to do business in the ordinary course.

14.4 Termination for Convenience. Customer may cancel its Subscription effective at the end of the then-current term in accordance with Section 7.3. Jedah may terminate these Terms for convenience by providing at least sixty (60) days' prior written notice; in that case, Jedah will refund any prepaid, unused fees for the period after the effective date of termination.

14.5 Suspension. In addition to its termination rights, Jedah may suspend Customer's access to the Service immediately if (a) Customer fails to pay undisputed fees when due, after the cure period in Section 7.6, (b) Jedah reasonably believes Customer is using the Service in violation of Section 5 or Section 6, (c) Jedah reasonably believes continued provision of the Service poses a security risk or a risk of material legal liability to Jedah or its other customers, or (d) suspension is required to comply with applicable law or a lawful order. Jedah will use commercially reasonable efforts to provide notice before suspension and to limit the scope and duration of any suspension.

14.6 Effect of Termination. Upon termination or expiration of these Terms or any Order:

(a) Customer's right to access and use the affected Service ceases;

(b) Customer shall pay all fees accrued through the effective date of termination;

(c) each party shall return or destroy the other's Confidential Information in its possession, subject to legal retention requirements; and

(d) Customer Data will be handled in accordance with Section 8.7.

14.7 Survival. Sections 1 (to the extent of past use), 2, 5.1.4, 5.6, 7 (for amounts accrued before termination), 8.1, 8.3, 8.4, 8.7, 9, 10, 11.5, 12, 13, 14.6, 14.7, and 16 through 20 survive termination of these Terms.

15. Modifications to Terms

15.1 Updates. Jedah may update these Terms from time to time to reflect changes in the Service, applicable law, or Jedah's business practices. Jedah will provide notice of material changes by email to the address Customer has provided for account communications and/or by posting a notice within the Service, in each case at least thirty (30) days before the changes take effect (or such shorter period as may be required by law or in response to an urgent legal or security need).

15.2 Acceptance. Customer's continued use of the Service after the effective date of an updated version of these Terms constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer's sole remedy is to cancel its Subscription effective at the end of the then-current term in accordance with Section 7.3. The version of these Terms in effect at the start of a Subscription term shall apply for the duration of that term except as otherwise required by law or expressly agreed by the parties.

15.3 Conflict. In the event of any conflict between these Terms and an Order signed by both parties, the Order shall control with respect to its subject matter.

16. Governing Law, Venue, and Dispute Resolution

16.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. [REVIEW: confirm Delaware governing law and whether a different state (e.g., the state of Jedah's principal place of business) is preferable.]

16.2 Informal Resolution. Before initiating any formal dispute resolution, the parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiation, including escalation to senior management of each party, for a period of at least thirty (30) days following written notice of the dispute.

16.3 Arbitration. [REVIEW: counsel to advise on whether to include binding arbitration. Draft below assumes the parties wish to arbitrate.] If the parties are unable to resolve a dispute through informal negotiation, any dispute, claim, or controversy arising out of or relating to these Terms, including the formation, interpretation, breach, or termination thereof, shall be finally resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator, in English, with the seat of arbitration in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction. [REVIEW: confirm arbitration provider, location, and rules.]

16.4 Carve-Outs. Notwithstanding Section 16.3, either party may bring (a) an action seeking injunctive or other equitable relief to protect its intellectual property or Confidential Information, or (b) a small-claims action, in a court of competent jurisdiction. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware.

16.5 Class Action Waiver. [REVIEW: counsel to advise on inclusion and enforceability.] To the maximum extent permitted by applicable law, each party waives any right to pursue disputes on a class, collective, or representative basis. Disputes between Jedah and Customer must be brought in the parties' individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding.

16.6 Time Limit. Any claim arising out of or relating to these Terms must be brought within one (1) year after the cause of action accrues, or it is permanently barred, except where applicable law prohibits such a limitation.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic or epidemic, war, terrorism, civil unrest, government action, labor disturbances, internet or telecommunications outages, failure of third-party suppliers (including cloud infrastructure or AI model providers), or shortages of materials or energy. The affected party shall use commercially reasonable efforts to mitigate the effect of the event. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected Order on written notice, and Jedah shall refund any prepaid, unused fees.

18. Notices

18.1 To Jedah. Notices to Jedah under these Terms must be in writing and sent to support@jedah.ai (with a copy by physical mail to Twenty Holdings at 3401 N Thanksgiving Way #500, Lehi, UT 84043, Attention: Legal). Notices are deemed given upon receipt.

18.2 To Customer. Notices to Customer under these Terms may be given by email to the email address designated by Customer for account communications, or by posting within the Service. Notices to Customer are deemed given when sent (for email) or posted (for in-product notices). It is Customer's responsibility to keep its notice email address current.

18.3 Operational vs. Legal Notices. Operational notices (e.g., maintenance windows, feature updates) may be delivered via in-product messaging or routine customer communications. Legal notices (e.g., notice of termination, indemnification, or material breach) must follow the procedures in Sections 18.1 or 18.2 as applicable.

19. General Provisions

19.1 Entire Agreement. These Terms, together with each Order and any documents expressly incorporated by reference (including any Data Processing Addendum, Privacy Policy, and Subprocessor list), constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements, understandings, communications, and representations, whether written or oral, on that subject matter. Any preprinted terms on a Customer purchase order or other ordering document are of no force or effect.

19.2 Severability. If any provision of these Terms is held to be unenforceable or invalid, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect.

19.3 Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

19.4 Assignment. Customer may not assign or transfer these Terms or any of its rights or obligations under these Terms, in whole or in part, without Jedah's prior written consent, except that Customer may assign these Terms to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor is not a competitor of Jedah and that Customer gives Jedah prior written notice. Jedah may assign these Terms without Customer's consent. Any purported assignment in violation of this Section is void.

19.5 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

19.6 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns. No third party, including any Authorized User or Candidate, has any rights under these Terms.

19.7 Export and Sanctions Compliance. Customer shall comply with all applicable U.S. and non-U.S. export control and sanctions laws. Customer represents that it is not (a) located in, or a national or resident of, any country subject to a comprehensive U.S. embargo, or (b) listed on any U.S. government list of restricted or denied parties.

19.8 U.S. Government End Users. The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. U.S. Government end users acquire the Service with only those rights set forth in these Terms.

19.9 Construction. Headings are for convenience only and do not affect interpretation. The words "include," "includes," and "including" are not limiting. Examples are illustrative, not exhaustive. References to "days" mean calendar days unless otherwise specified.

19.10 Counterparts. Any Order may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one and the same instrument.

20. Contact

Questions about these Terms, or notices to be given to Jedah, may be directed to:

Twenty Holdings Attention: Legal 3401 N Thanksgiving Way #500, Lehi, UT 84043 Email: support@jedah.ai