Chief Staffer License Agreement

Version 2026.03.11. Last updated: March 11, 2026

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1. Agreement

This Software License Agreement ("Agreement") is a legal contract between the entity or individual accepting these terms ("Customer," "you," "your") and Chief Staffer LLC ("Chief Staffer," "Licensor," "we," "us," "our").

By deploying, installing, or using the Chief Staffer software ("Software"), you agree to be bound by this Agreement. If you are acting on behalf of an organization, you represent that you have the authority to bind that organization, and "you" refers to both you individually and the organization.

If you do not agree to this Agreement, do not deploy or use the Software.

2. Definitions

• "Software" means the Chief Staffer application installed on Customer's computer, including its agent definitions, persona configurations, process workflows, system prompts, document libraries, and all associated documentation and updates provided by Licensor.
• "License File" means the per-customer license credential file delivered to Customer at the time of installation and used by the Software to verify the Customer's subscription status.
• "License Manifest" means the Licensor-published record of valid licenses against which the Software periodically revalidates the License File.
• "Software Updates" means bug fixes, security patches, new agent definitions, feature enhancements, and document library additions released by Licensor during an active subscription.
• "Customer Data" means all data created, processed, or stored by the Software on Customer's own computer, including business records, knowledge graph contents, AI-derived insights, session data, interaction logs, and any documents produced through use of the Software.
• "Active Subscription" means a subscription for which all applicable fees are current and which has not been cancelled or terminated.

3. License Grant

3.1 Grant of License

Subject to the terms of this Agreement and payment of applicable license fees, Licensor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Install and operate the Software on Customer's own computer
• Use the Software for Customer's internal business purposes
• Receive Software Updates during an Active Subscription
• Access and export Customer Data at any time, including after subscription lapse or termination

3.2 License Scope

This license is limited to:

• The individual or organization identified in the applicable order form or subscription
• Installation on the computer(s) specified at the time of setup, unless additional installations are separately licensed
• The term specified in the applicable order form or subscription

3.3 No Other Rights

All rights not expressly granted in this Agreement are reserved by Licensor. No implied licenses are granted by this Agreement.

4. Software Delivery and Updates

4.1 Delivery Mechanism

The Software is delivered as a local installer. A License File unique to Customer is provided at the time of installation. All Customer Data created through use of the Software is stored on Customer's own computer and is not transmitted to Licensor's systems.

4.2 License Validation

The Software periodically revalidates the License File against the Licensor-published License Manifest, approximately every two weeks. This revalidation requires only the License File credentials; no Customer Data is transmitted. If the Software cannot reach the License Manifest (for example, due to network unavailability), it continues to operate normally for a grace period of 30 days before restricting new-document production.

4.3 Effect of Subscription Lapse

If a subscription lapses or is cancelled, new-document production and Software Updates pause. Reading Customer Data and exporting Customer Data always remain available regardless of subscription status, so Customer can access and retrieve their business information at any time.

4.4 Updates

Software Updates are included with an Active Subscription. Updates may include bug fixes, security patches, new or modified agent definitions, feature enhancements, and document library additions. Licensor will provide reasonable notice of updates that require Customer action to install.

4.5 Backward Compatibility

Licensor does not guarantee backward compatibility between Software versions. Customer is responsible for reviewing release notes before installing updates.

5. Customer Responsibilities

5.1 Infrastructure

Customer is solely responsible for:

• Maintaining the computer on which the Software is installed, including operating system updates and adequate storage
• Managing the AI application accounts the Software works with (including maintaining active subscriptions with the relevant AI provider)
• Keeping the License File secure and not sharing it with unauthorized parties
• Maintaining internet access sufficient for periodic license revalidation (approximately every two weeks)

5.2 Security

Customer is solely responsible for:

• Securing the computer on which the Software is installed, including access controls, disk encryption, and physical security
• Managing credentials for any AI application accounts or other third-party services the Software is configured to use
• Designating which individuals are authorized to use the Software
• Complying with Customer's own security policies and any applicable regulatory requirements
• Revoking access and uninstalling the Software if a device is lost, stolen, or compromised

5.3 Compliance

Customer is solely responsible for:

• Ensuring that use of the Software complies with all applicable laws, regulations, and industry standards, including data protection and privacy laws (e.g., GDPR, CCPA)
• Obtaining any required consents from individuals whose information is entered into or processed by the Software
• Complying with the terms of service of any AI provider whose applications the Software is configured to work with
• Maintaining records required by applicable law

5.4 Acceptable Use

Customer agrees to:

• Use the Software in compliance with all applicable laws and regulations
• Review AI-generated outputs before acting on them, particularly for consequential decisions
• Not use the Software to create, send, or process content that is illegal, threatening, harassing, defamatory, or otherwise objectionable
• Not attempt to manipulate, override, or circumvent the Software's system instructions, safety guidelines, or operational boundaries through prompt injection, jailbreaking, or similar techniques
• Not use the Software to develop a competing product or service, or to benchmark the Software for competitive purposes without Licensor's prior written consent

6. Our Responsibilities

6.1 Software Quality

Licensor will use commercially reasonable efforts to:

• Provide working Software that performs substantially in accordance with its documentation
• Deliver security updates in a timely manner when vulnerabilities are identified in Software components
• Provide Software Updates to Active Subscribers as new or improved agent definitions and features are developed

6.2 License Manifest Availability

Licensor will use commercially reasonable efforts to maintain availability of the License Manifest used for periodic license revalidation. Licensor will provide reasonable advance notice of planned maintenance that may affect revalidation. The Software continues to operate during License Manifest unavailability for up to 30 days, as described in Section 4.2.

6.3 Support

Licensor will provide support in accordance with the support terms specified in the applicable order form or subscription agreement. Standard support includes access to documentation and email support at support@chiefstaffer.com.

6.4 What We Do Not Do

Licensor does not:

• Access, store, process, or monitor Customer Data at any time
• Manage, operate, or maintain Customer's computer or AI application accounts
• Provide support for third-party AI providers or applications (Customer should contact those providers directly)
• Guarantee the accuracy, completeness, or suitability of AI-generated outputs
• Provide legal, financial, medical, or other professional advice through the Software

7. Data Ownership and Privacy

7.1 Customer Data Ownership

Customer owns all Customer Data. Licensor claims no ownership interest in Customer Data. Customer Data is stored on Customer's own computer and does not leave it except through actions Customer initiates within their AI application.

7.2 No Data Access by Licensor

Because the Software runs on Customer's own computer, Licensor never accesses, stores, processes, transmits, or has the ability to access Customer Data. The only information transmitted to Licensor's systems during license revalidation consists of license credentials; no Customer Data is included.

7.3 AI Processing

The Software works inside AI applications that Customer licenses separately from their AI provider. Calls made by Customer to those AI applications are governed by Customer's own agreement with the AI provider. Licensor is not a party to the data relationship between Customer and any AI provider.

7.4 No Aggregated Data Collection

Because Licensor does not access Customer Data, Licensor does not create aggregated, anonymized, or de-identified datasets derived from Customer Data.

7.5 Data Retention

All Customer Data resides on Customer's own computer and remains under Customer's full control at all times. Customer is responsible for backup, retention, and deletion of Customer Data in accordance with Customer's own policies and applicable law. Reading and exporting Customer Data remain available regardless of subscription status.

8. Intellectual Property

8.1 Licensor IP

The Software, including but not limited to its source code, object code, agent definitions, persona configurations, process workflows, system prompts, algorithms, document libraries, documentation, license validation mechanism, and all associated intellectual property, is and remains the exclusive property of Chief Staffer LLC. The Software is protected by copyright, trade secret, and other intellectual property laws.

8.2 Proprietary Content

Agent definitions, persona configurations, process workflows, and document libraries included with the Software are proprietary to Licensor and licensed solely for use within the Software. Customer acknowledges that this content constitutes trade secrets of Licensor.

8.3 No Transfer of IP

Nothing in this Agreement transfers any intellectual property rights in the Software to Customer. Customer's rights are limited to the license granted in Section 3.

8.4 Feedback

If Customer provides suggestions, ideas, or feedback about the Software ("Feedback"), Customer grants Licensor a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, modify, and incorporate that Feedback into the Software without obligation to Customer.

9. Restrictions

Customer shall not, and shall not permit any third party to:

• Reverse engineer: Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, system prompts, or agent logic of the Software or Pulse content
• Modify core logic: Modify, alter, or create derivative works of the Software's core agent logic, persona definitions, or process workflows
• Redistribute: Copy, distribute, sublicense, sell, lease, rent, or otherwise transfer the Software or any portion thereof to any third party
• Circumvent licensing: Bypass, disable, or interfere with the license validation mechanism or attempt to operate the Software without a valid license
• Extract proprietary content: Attempt to decrypt, extract, copy, or redistribute proprietary agent definitions, process workflows, or document libraries outside of the Software's normal operation
• Competing use: Use the Software or any knowledge gained from it to develop, train, or improve a competing product or service
• Exceed scope: Use the Software beyond the scope of the license granted, including installation on unauthorized computers or use by unauthorized individuals
• Remove notices: Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
• Misrepresent: Represent AI-generated outputs as human-generated when disclosure of AI involvement is legally or ethically required

10. AI Disclaimer

The Software uses artificial intelligence to generate responses and execute tasks. Customer acknowledges and agrees that:

• Accuracy: AI-generated outputs may be inaccurate, incomplete, outdated, or contain errors. AI systems are inherently probabilistic and cannot guarantee correctness.
• Verification responsibility: Customer and its authorized users are solely responsible for reviewing and verifying the Software's outputs before relying on them, including verifying email content, calendar entries, document modifications, and any information provided.
• Not professional advice: The Software's outputs do not constitute legal, medical, financial, tax, accounting, or other professional advice.
• Bias and limitations: AI models may reflect biases present in their training data. The Software's suggestions and interpretations should be evaluated with this in mind.
• AI provider relationship: The Software works within AI applications Customer licenses separately. Actions taken through those applications are performed under Customer's own account with their AI provider and are attributable to Customer.

11. Limitation of Liability

11.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS, THAT AI OUTPUTS WILL BE ACCURATE OR RELIABLE, OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE.

11.2 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

• Indirect damages: Any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill
• AI output damages: Any damages resulting from reliance on AI-generated outputs, including inaccurate information, erroneous communications sent, incorrect entries, or any other actions taken based on the Software's outputs
• Edge infrastructure: Any damages arising from the configuration, operation, or failure of Customer's Edge GCP project, including data loss, security breaches, or service outages on Customer's infrastructure
• Third-party services: Any damages arising from outages or failures of Google Cloud Platform, Google Workspace APIs, Google Vertex AI, or other third-party services

11.3 Liability Cap

LICENSOR'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL LICENSE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

11.4 Essential Purpose

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

12. Indemnification

12.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Customer's use of the Software in violation of this Agreement
• Customer's violation of any applicable law or regulation
• Content created, sent, or processed through the Software on Customer's Edge
• Customer's failure to verify AI-generated outputs before acting on them
• Actions taken in Google Workspace by the Software at the direction of Customer's authorized users
• Customer's configuration, operation, or security of the Edge GCP project
• Any data breach or security incident on Customer's Edge infrastructure

12.2 Licensor Indemnification

Licensor will indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Software, as provided by Licensor and used in accordance with this Agreement, infringes a valid intellectual property right of a third party.

This indemnification obligation does not apply to claims arising from: (a) Customer Data, (b) modifications Customer makes to the Software, (c) use of the Software in combination with third-party products or services not specified in the documentation, (d) use of the Software in violation of this Agreement, or (e) Customer's continued use of an allegedly infringing version of the Software after Licensor has provided a non-infringing update.

13. Term and Termination

13.1 Term

This Agreement is effective from the date Customer first deploys or uses the Software and continues for the subscription term specified in the applicable order form, unless earlier terminated in accordance with this Section.

13.2 Termination by Customer

Customer may terminate this Agreement at any time by ceasing use of the Software and providing written notice to Licensor. Customer may unilaterally stop using the Software at any time; Customer Data remains on Customer's computer under Customer's control.

13.3 Termination by Licensor

Licensor may terminate this Agreement:

• For cause: Immediately, if Customer materially breaches this Agreement, including violation of the license restrictions in Section 9
• For convenience: With 30 days' written notice
• For non-payment: If applicable license fees are not paid within 15 days of the due date, after written notice of the overdue amount

13.4 Effect of Termination

Upon termination:

• Customer's license to use the Software and receive Software Updates ceases
• Licensor will revoke the License File, and the Software will stop accepting new-document production requests once the 30-day grace period described in Section 4.2 expires
• Customer retains all Customer Data. Reading and exporting Customer Data remain available at all times. Licensor has no ability to access or delete Customer Data, as it resides exclusively on Customer's own computer
• Customer is responsible for uninstalling the Software and managing data retention in accordance with Customer's own policies

13.5 Survival

Sections 7 (Data Ownership and Privacy), 8 (Intellectual Property), 9 (Restrictions), 10 (AI Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 15 (Governing Law), and 16 (Dispute Resolution) survive termination.

14. Changes to Agreement

Licensor may modify this Agreement from time to time. When material changes are made:

• Licensor will provide at least 30 days' written notice via email before the changes take effect
• The updated Agreement will be posted on chiefstaffer.com/terms with a new "Last Updated" date
• Customer's continued use of the Software after the effective date constitutes acceptance of the revised Agreement

If Customer does not agree to the revised Agreement, Customer must cease use of the Software before the effective date and may terminate in accordance with Section 13.

For non-material changes (typographical corrections, clarifications that do not affect Customer's rights), Licensor may update this Agreement without advance notice.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute informally for at least 30 days by contacting legal@chiefstaffer.com.

16.2 Arbitration

Any dispute arising out of or relating to this Agreement that is not resolved informally shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English and the seat of arbitration shall be in the State of Delaware.

16.3 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

17. General Provisions

17.1 Entire Agreement

This Agreement, together with any applicable order form, support terms, and addenda, constitutes the entire agreement between the parties regarding the Software and supersedes all prior agreements and understandings.

17.2 Severability

If any provision of this Agreement is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

17.3 Waiver

Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

17.4 Assignment

Customer may not assign this Agreement without Licensor's prior written consent. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.5 Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemic, or failures of third-party services (including Google Cloud Platform).

17.6 Export Compliance

Customer shall comply with all applicable export control and sanctions laws and regulations in connection with the Software.

18. Contact

For questions about this Agreement:

Legal Inquiries
Email: legal@chiefstaffer.com

General Support
Email: support@chiefstaffer.com
Website: chiefstaffer.com

Chief Staffer LLC
United States

Exhibit A: Data Handling Addendum

Version 2.0. Last updated: March 11, 2026

Preamble: Why This Is Not a Traditional DPA

Chief Staffer is a software vendor, not a data processor under GDPR Article 28. Under the traditional Data Processing Agreement model, a processor receives and processes personal data on behalf of a controller. That model does not apply here.

Chief Staffer provides software that is installed on and runs entirely on Customer's own computer. All Customer Data, including business records, AI-derived insights, session state, and interaction logs, is created, processed, and stored on Customer's computer. Customer Data never leaves Customer's computer and is never transmitted to, accessed by, or stored on Chief Staffer's infrastructure.

Chief Staffer's systems serve exactly one function relevant to the running product:

1. License revalidation: Periodically confirming that the Customer's License File corresponds to an active subscription in the License Manifest. No Customer Data is transmitted during this check.

This Data Handling Addendum replaces the traditional DPA to accurately document the parties' roles, the minimal data that Chief Staffer does handle, and the Customer's responsibilities as both controller and processor of their own data.

DHA-1. Definitions

• "Customer" means the organization or individual that has licensed the Service under this Agreement.
• "Chief Staffer" means Chief Staffer LLC, the vendor of the Service.
• "Service" means the Chief Staffer software installed on Customer's computer, as described in this Agreement.
• "Customer Data" means all data created, accessed, processed, or stored by the Service on Customer's computer.
• "License File" means the per-customer license credential file installed with the Service and used for periodic revalidation.
• "License Manifest" means the Licensor-published record of active licenses used during revalidation.
• "Business Contact Information" means the name, email address, job title, and organization of the individual(s) who manage the Customer's account.

DHA-2. Roles and Responsibilities

2.1 Chief Staffer's Role: Software Vendor

Chief Staffer is a software vendor. Chief Staffer:

• Develops and licenses the Service software
• Revalidates the Customer's license periodically via the License File and License Manifest
• Does not receive, access, store, process, or have the ability to access Customer Data
• Does not operate as a data processor or sub-processor under GDPR Article 28

2.2 Customer's Role: Controller and Processor

Because the Service runs entirely on Customer's own computer, Customer is both the data controller and the data processor of all Customer Data.

2.3 Relationship to AI Providers

The Software works within AI applications that Customer licenses separately from their AI provider. Customer's data protection relationship for those applications is directly with the relevant AI provider; Chief Staffer is not a party to that relationship.

DHA-3. Data Handled by Chief Staffer

3.1 Data Chief Staffer Does Handle

3.2 Data Chief Staffer Does Not Handle

Chief Staffer does not handle, and has no access to:

• Business records, documents, or knowledge graph contents stored by the Software
• AI-generated insights, memories, entity knowledge, or preference profiles
• Session state or interaction logs
• Usage patterns or behavioral data from the Customer's use of the Software
• Any personal data of the Customer's employees, contacts, or other data subjects
• Credentials for Customer's AI provider accounts or any other third-party services

DHA-4. Chief Staffer's Data Protection Obligations

With respect to Business Contact Information, Chief Staffer shall:

• Process it only for account management, billing, and support purposes
• Protect it with appropriate technical and organizational security measures
• Not sell, share, or disclose it to third parties except as necessary for payment processing or as required by law
• Delete it within 30 days of a written request from the Customer, subject to legal retention obligations

Chief Staffer shall store License File credentials using industry-standard encryption and implement appropriate access controls.

If Chief Staffer becomes aware of a security breach affecting License File credentials or Business Contact Information, Chief Staffer shall notify the Customer without undue delay, and in any event within 72 hours.

DHA-5. Customer Compliance Responsibilities

Because Customer is both controller and processor of all Customer Data, Customer is responsible for all applicable data protection compliance, including:

• GDPR compliance (if applicable): lawful basis, data subject rights, records of processing, data protection impact assessments, and privacy notices
• Appropriate security for the computer on which the Software is installed, including disk encryption and access controls
• Compliance with the terms of any AI provider whose applications the Software is configured to use
• Notifying employees or other individuals whose information is entered into the Software, as required by applicable law

DHA-6. Representations and Warranties

Chief Staffer represents and warrants that:

1. The Service software does not transmit Customer Data to any Chief Staffer-controlled infrastructure
2. The license revalidation process does not collect, transmit, or expose Customer Data
3. Chief Staffer will not introduce any functionality that transmits Customer Data to its own systems without prior written notice to Customer and amendment of this Addendum

DHA-7. Audit

Because Chief Staffer does not process Customer Data, traditional processor audits under GDPR Article 28 do not apply. However, Customer may request written confirmation from Chief Staffer that the license revalidation process does not collect or transmit Customer Data.

DHA-8. Limitation of Liability

Chief Staffer's liability under this Addendum is limited to the data that Chief Staffer actually handles. Chief Staffer shall not be liable for any breach, loss, or unauthorized access to Customer Data, as Customer Data resides exclusively on Customer's own computer.

DHA-9. Term and Termination

This Addendum takes effect on the date this Agreement takes effect and remains in effect for the duration of the Agreement. Upon termination, Chief Staffer will revoke License File credentials and delete Business Contact Information within 30 days. Customer retains full ownership of and access to all Customer Data on their own computer.

Exhibit B: Acceptable Use Policy

Exhibit C: Security Practices

Exhibit D: SLA & Support Terms

Version 2026.03.11. This document must be reviewed by qualified legal counsel before reliance.