Master Subscription Agreement (MSA)

This Master Subscription Agreement ("MSA") is entered into by and between Front Row Desk ("Front Row Desk", "we", "us", or "our") and the commercial customer identified in an applicable Order Form or workspace registration ("Customer", "you", or "your"). This MSA, together with any executed Order Forms, the Data Processing Addendum ("DPA"), and the Cancellation & Refund Policy, constitutes the complete legal agreement between the parties (collectively, the "Agreement"). In the event of an express conflict between this MSA and an Order Form, the Order Form shall prevail solely with respect to the specific subject matter addressed therein.

Subscription Access: Subject to the terms and conditions of this Agreement and timely payment of applicable fees, Front Row Desk grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Front Row Desk software platform (the "Services") during the Subscription Term solely for Customer's internal business operations. Users & Workspaces: Customer may authorize its employees, contractors, and designated agents ("Authorized Users") to access Customer's workspace, up to the tier limits specified in the applicable subscription plan or Order Form. Customer is responsible for all actions taken by Authorized Users under its credentials. Service Availability & SLA: Front Row Desk will use commercially reasonable efforts to make the core web and API Services available with an uptime target of 99.9%, excluding scheduled maintenance windows and downtime resulting from third-party carrier or platform outages.

Acceptable Use: Customer shall not: (a) reverse engineer, decompile, or copy the Services; (b) use the Services to store or transmit infringing, defamatory, libelous, or unlawful material; (c) use the Services to perpetrate fraud or transmit malicious code; or (d) interfere with the integrity of interconnected networks. Communications Law Compliance (TCPA & CAN-SPAM): Customer acknowledges that it acts as the sender of all communications transmitted through its workspace. Customer represents, warrants, and covenants that: 1. Prior Consent: It has obtained all necessary prior express written consents required under the Telephone Consumer Protection Act (TCPA), CTIA Messaging Principles, and international anti-spam laws prior to initiating SMS, MMS, or WhatsApp messages to any recipient. 2. Opt-Out Enforcement: It will strictly honor all opt-out and unsubscribe commands (e.g., STOP, CANCEL, UNSUBSCRIBE). 3. Mobile Opt-In Privacy: Customer warrants that mobile telephone numbers and text messaging opt-in consent records will never be sold, rented, or transferred to third parties or affiliates for marketing purposes.

Platform Integrations: The Services integrate with third-party software and channel platforms, including Meta Platforms Inc. (Facebook and Instagram), Google LLC (Google Calendar and Google Business Profile), telecommunication providers (Twilio, Sent.dm), and email delivery services (Resend). Customer acknowledges that access to third-party platforms is governed by the respective platform policies and developer terms of each third party. Front Row Desk is not responsible for policy changes, rate limits, API deprecations, carrier message filtering, or account suspensions imposed by third-party platforms.

AI Features: The Services incorporate artificial intelligence and large language model technologies provided by industry partners (including Anthropic PBC, OpenAI LLC, and Voyage AI Inc.) to provide automated intent classification, semantic vector search, and assistive reply drafting. Terms of AI Usage: 1. Assistive Tool: AI-generated drafts, classifications, and summaries are generated as productivity aids. Customer agrees that Customer's authorized personnel retain final responsibility for reviewing and verifying all outbound messages, quotes, commitments, and advice prior to sending. 2. No Public Model Training: Front Row Desk guarantees that Customer Data, conversation content, and contact information processed by third-party AI APIs are NOT used to train, retrain, fine-tune, or improve public foundation artificial intelligence models.

Subscription Fees: Customer agrees to pay all fees specified in the applicable Order Form or workspace billing tier. Unless otherwise specified in an Order Form: (a) fees are quoted and payable in United States Dollars; (b) subscription fees are billed in advance on a recurring monthly or annual basis; and (c) payment obligations are non-cancelable and fees paid are non-refundable, except as expressly provided in our Cancellation & Refund Policy. Invoicing & Payment: For invoice-based enterprise accounts, fees are due Net 30 days from the invoice date. Past-due amounts are subject to a late charge of 1.5% per month or the maximum rate permitted by law. Taxes: All fees are exclusive of applicable federal, state, local, or foreign sales, use, value-added (VAT), or other transactional taxes, which shall be Customer's responsibility.

Customer Data Ownership: As between the parties, Customer retains all right, title, and interest (including all intellectual property rights) in and to all Customer Data. Customer grants Front Row Desk a worldwide, limited-term license to host, copy, transmit, and display Customer Data solely as necessary to provide, support, and secure the Services. Front Row Desk Property: Front Row Desk and its licensors retain all right, title, and interest in and to the Services, underlying software, user interfaces, documentation, algorithms, embeddings, and any improvements or modifications thereto. Feedback: If Customer provides suggestions, ideas, or feedback regarding the Services, Front Row Desk may freely incorporate such feedback without obligation or compensation to Customer.

Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or reasonably should be understood to be confidential given the nature of the information. Customer Data is the Confidential Information of Customer; the Services, documentation, and pricing are the Confidential Information of Front Row Desk. Standard of Care: The Receiving Party shall protect the Disclosing Party's Confidential Information with the same degree of care it uses for its own confidential materials (and not less than reasonable care), and shall not disclose Confidential Information to any third party except to its employees, contractors, and subprocessors who need to know such information and are bound by confidentiality obligations.

Mutual Warranties: Each party represents and warrants that it has the legal authority to enter into this Agreement. Performance Warranty: Front Row Desk warrants that the Services will perform substantially in accordance with the applicable online documentation during the active Subscription Term. Customer's sole and exclusive remedy for breach of this warranty shall be for Front Row Desk to use commercially reasonable efforts to correct the non-conformity, or, if unable to do so, allow Customer to terminate the affected subscription and receive a prorated refund of any prepaid, unearned fees. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, FRONT ROW DESK MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED/ERROR-FREE OPERATION.

By Front Row Desk: Front Row Desk shall defend Customer against any third-party claim alleging that Customer's authorized use of the Services infringes any valid patent, copyright, or trademark, and shall indemnify Customer against damages and costs finally awarded by a court of competent jurisdiction, provided that Customer gives prompt written notice, sole control of the defense, and reasonable cooperation. By Customer: Customer shall defend Front Row Desk against any third-party claim arising out of or relating to: (a) Customer Data; (b) Customer's breach of Section 3 (Communications Compliance and TCPA); or (c) Customer's violation of third-party platform terms or consumer privacy rights; and shall indemnify Front Row Desk against damages, fines, and reasonable legal fees incurred in connection therewith.

Consequential Damages Waiver: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Aggregate Liability Cap: EXCEPT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE BY CUSTOMER TO FRONT ROW DESK UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Term: This MSA commences on the date Customer first registers an account or executes an Order Form and continues until all subscriptions hereunder have expired or been terminated. Termination for Cause: Either party may terminate this Agreement for cause: (a) upon thirty (30) days' written notice of a material breach if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes insolvent or enters bankruptcy. Effect of Termination: Upon termination, Customer's right to access the Services immediately ceases. Customer may request an export of Customer Data within thirty (30) days following termination, after which Customer Data is deleted in accordance with our data retention schedule. Sections 7, 8, 9, 10, 11, 13, and 14 shall survive termination.

Governing Law: This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of laws principles. Venue: The state and federal courts located in the State of Delaware shall have exclusive jurisdiction over any litigation arising out of or relating to this Agreement, and each party irrevocably submits to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Entire Agreement: This MSA, together with all Order Forms, the DPA, and incorporated policies, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, and understandings. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Force Majeure: Neither party shall be liable for delays or failures in performance (other than payment obligations) resulting from acts beyond its reasonable control, including acts of God, telecommunication carrier failures, labor strikes, internet outages, or government actions. Severability: If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

All legal notices under this Agreement shall be in writing and deemed given upon delivery: Front Row Desk Attn: Legal & Enterprise Contracts Email: hello@frontrowdesk.com Website: https://www.frontrowdesk.com Data Processing Addendum: https://www.frontrowdesk.com/dpa