Master Services Agreement

At a glance.

This summary is for convenience. The numbered sections below are the actual terms.

Order Forms plus this agreement.

Each Order Form sets the commercial terms of a subscription. An Order Form signed by both of us, plus this agreement, is the complete contract.

1.1Each Order Form sets the commercial terms of a subscription. An Order Form signed by both of us, plus this agreement, is the complete contract.

1.2If an Order Form and this agreement conflict, the Order Form wins for that subscription.

1.3We may update this agreement over time. Updates apply to you at your next renewal — never mid-term, never retroactively. We’ll tell you at least 30 days before a renewal if anything material changed. Every prior version stays posted, so you can always see exactly what you agreed to.

Access, users, improvements, availability, support.

For the length of your subscription, you can use FirstPass for your internal business purposes, for the number of users on your Order Form.

2.1Access. For the length of your subscription, you can use FirstPass for your internal business purposes, for the number of users on your Order Form.

2.2Users. Licenses are per person. Don’t share logins between individuals. You can reassign a seat when someone leaves the role — that’s expected, not a workaround.

2.3Improvements. We’ll keep improving the platform and adding features. We won’t materially cut the functionality you’re paying for during your term.

2.4Availability. We’ll make reasonable efforts to keep FirstPass up, excluding scheduled maintenance and things genuinely outside our control.

2.5Support. Email support during U.S. business hours, included.

Secure your account. Use it responsibly.

You’re responsible for your users following this agreement, and for keeping your account credentials secure.

3.1You’re responsible for your users following this agreement, and for keeping your account credentials secure. Tell us promptly if you think an account has been compromised.

3.2Don’t: resell or give away access (unless your Order Form allows it), reverse engineer the platform, use it to build a competing product, or upload anything unlawful, infringing, or malicious.

3.3Don’t upload protected health information, payment card or bank account numbers, Social Security or government ID numbers, or similar regulated data — unless we’ve signed an addendum covering it first. If you need to, ask us. We’ll paper it properly.

3.4If your account is more than 30 days past due on undisputed amounts, or you’re using the platform in a way that materially harms it or other customers, we may suspend access. We’ll try to reach you first, and we’ll restore access once it’s resolved.

Annual billing. Net 30. No surprises.

Fees are on your Order Form, billed annually in advance, due net 30 unless the Order Form says otherwise.

4.1Fees are on your Order Form, billed annually in advance, due net 30 unless the Order Form says otherwise. Fees are in U.S. dollars and exclude tax.

4.2Fees are non-refundable, except where this agreement specifically says otherwise.

4.3Add users any time. They’re prorated and end when your current term ends, so you’re never managing two renewal dates.

4.4You cover applicable taxes; we cover taxes on our own income.

4.5If you think an invoice is wrong, tell us before it’s due and pay the part you don’t dispute. We’ll work it out within 15 days.

4.6Undisputed amounts more than 30 days late may accrue interest at 1% per month.

Auto-renewal with 30 days notice to opt out.

Your term is on the Order Form. It renews automatically for the same length unless either of us gives written notice at least 30 days before the renewal date.

5.1Your term is on the Order Form. It renews automatically for the same length unless either of us gives written notice at least 30 days before the renewal date.

5.2Either of us can terminate if the other materially breaches this agreement and doesn’t fix it within 30 days of written notice.

5.3When your subscription ends, access ends. We’ll keep your data available for export for 30 days, then delete it.

5.4If we terminate without cause, or you terminate because we breached and didn’t fix it, we’ll refund prepaid fees for the unused part of your term.

Your data is yours. We don’t train on it.

Everything you and your users put into FirstPass — scenarios, uploaded materials, session transcripts, scores, results — belongs to you.

6.1Your data is yours. Everything you and your users put into FirstPass — scenarios, uploaded materials, session transcripts, scores, results — belongs to you. We use it to run and support the service, and for nothing else.

6.2We don’t train on it. We do not use your content to train foundation models, and we don’t share it with anyone except the infrastructure providers we use to run the service, or where the law requires it.

6.3Our platform is ours. We own FirstPass, its software and models, and every improvement to them. Using the service doesn’t transfer any of that to you.

6.4Aggregate usage data. We may use anonymized, aggregated data about how the platform is used — the kind that can’t identify you or any individual — to operate and improve the service.

6.5Feedback. If you tell us what to build or fix, we can act on it freely. We’d rather have the feedback than the formality.

Protect what you learn about each other.

Each of us will likely learn non-public things about the other. We’ll each protect that information with at least reasonable care.

Each of us will likely learn non-public things about the other. We’ll each protect that information with at least reasonable care, use it only for this relationship, and share it only with people who need it and are held to similar obligations.

This doesn’t cover information that’s already public, that you or we developed independently, or that came from someone else who had the right to share it. Either of us can disclose when the law requires it, with advance notice where that’s legally allowed.

These obligations last three years after the agreement ends.

Reasonable safeguards. Prompt notification.

We maintain reasonable administrative, technical, and physical safeguards to protect your data.

We maintain reasonable administrative, technical, and physical safeguards to protect your data — encryption in transit and at rest, access controls, and reputable cloud infrastructure. If we confirm a security incident affecting your data, we’ll tell you without undue delay.

If your use involves personal data subject to privacy regulation, or the regulated data described in Section 3.3, we’ll sign a Data Processing Addendum or other appropriate addendum and attach it to your Order Form.

It works as documented. AI can be wrong.

FirstPass will perform materially as our documentation describes. If it doesn’t, we’ll fix it.

9.1Each of us has the authority to enter into this agreement.

9.2FirstPass will perform materially as our documentation describes. If it doesn’t, tell us with enough detail to reproduce the problem. We’ll fix it. If we can’t fix it in a reasonable time, you can terminate and we’ll refund prepaid fees for the rest of your term. That’s your remedy for this one.

9.3About the AI. FirstPass generates simulated conversations, scoring, and coaching feedback using artificial intelligence. It can be wrong. It’s practice and coaching support, not a substitute for your judgment or your managers’. Decisions you make based on it are yours.

9.4Beyond what’s in this section, the platform is provided “as is,” and we disclaim other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Capped at 12 months of fees. Both ways.

Standard limitations on indirect damages and a mutual liability cap.

10.1Neither of us is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue — even if we saw it coming.

10.2Each side’s total liability under this agreement is capped at the fees paid or payable in the 12 months before the claim. This cap runs both ways.

10.3These limits don’t apply to your payment obligations, either side’s indemnification obligations, or fraud, willful misconduct, or gross negligence.

We defend our IP. You stand behind your data.

Mutual indemnification for the claims each party is best positioned to defend.

11.1If someone claims FirstPass infringes their U.S. patent, copyright, or trade secret, we’ll defend you and cover damages awarded or settlements we agree to. We may also modify the platform, license the rights, or end the affected subscription and refund unused prepaid fees.

11.2If someone brings a claim arising from your data or your use of the platform in violation of this agreement, you’ll defend us on the same terms.

11.3Either way: tell the other side promptly, let them run the defense, and cooperate reasonably.

No logos without permission.

Neither of us will use the other’s name or logo publicly without written consent.

Neither of us will use the other’s name or logo publicly without written consent. If your Order Form includes a marketing or reference arrangement, that’s what governs — and anything we intend to publish comes to you for approval first.

The legal housekeeping.

Governing law, assignment, notices, and the rest.

13.1Governing law. Pennsylvania law governs, without regard to conflict-of-laws rules. Disputes go to the state or federal courts in Allegheny County, Pennsylvania.

13.2Assignment. Neither of us can assign this agreement without the other’s consent — except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.

13.3Notices. In writing, to the contacts on the Order Form. Email with confirmed receipt works, as does overnight courier.

13.4Independent contractors. We’re separate companies. Neither of us speaks for the other.

13.5Force majeure. Neither of us is liable for delays caused by things genuinely outside our control. This doesn’t excuse paying fees already owed.

13.6Severability and waiver. If a provision is unenforceable, the rest stands. Not enforcing something once doesn’t mean giving it up.

13.7Signatures. Electronic signatures and counterparts count.

13.8Entire agreement. This document and the Order Forms referencing it are the whole agreement on this subject. Terms buried in a purchase order or a vendor portal don’t apply unless we’ve signed them.