End User License Agreement

Effective Date: February 8, 2026 | Last Updated: February 8, 2026

1. Acceptance of Terms

This End User License Agreement ("Agreement") is a legal agreement between you ("User," "you," or "your") and AxisMD LLC, a Wyoming limited liability company doing business as Desklings ("Company," "we," "us," or "our"), for the use of the Desklings platform, including all related software, applications, services, and documentation (collectively, the "Services").

By creating an account, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, do not use our Services.

2. Description of Services

Desklings provides AI-powered virtual office staff services, including but not limited to:

• AI Receptionist: Automated call answering, message taking, and appointment scheduling
• AI Sales Assistant: Lead qualification, follow-up automation, and pipeline management
• AI Scheduler: Appointment booking and calendar management
• AI Support Agent: Customer inquiry handling and ticket management
• AI Bookkeeper: Invoice management, payment tracking, and financial reporting
• AI Marketing Assistant: Content creation and campaign management

2.1 Call Recording and Consent

By using our AI Receptionist and voice services, you acknowledge and consent to calls being recorded for quality assurance, training, transcription, and service improvement purposes. You are solely responsible for:

• Ensuring compliance with applicable call recording laws in your jurisdiction
• Notifying callers that calls may be recorded when required by law
• Obtaining any necessary consents from third parties before using the Services

AxisMD LLC is not responsible for your failure to comply with call recording consent requirements.

3. License Grant

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during your active subscription period.

This license does not include the right to:

• Sublicense, sell, resell, or distribute the Services to third parties
• Modify, adapt, or create derivative works based on the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use the Services to develop competing products or services
• Remove or alter any proprietary notices or labels on the Services

4. User Accounts and Responsibilities

To use our Services, you must:

• Be at least 18 years of age or the legal age of majority in your jurisdiction
• Provide accurate, complete, and current registration information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access or security breach

5. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit spam, unsolicited communications, or malicious content
• Engage in fraudulent, deceptive, or misleading practices
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to any systems or networks
• Use the Services for any illegal, harmful, or abusive purposes
• Violate telecommunications laws, including TCPA and state telemarketing regulations
• Telecommunications Compliance: You agree to comply fully with the Telephone Consumer Protection Act (TCPA) and all state telemarketing laws. You must obtain all necessary consents before using the Services for outbound communications. AxisMD LLC is not liable for your telecommunications law violations.
• Telecommunications Compliance: You agree to comply with all applicable telecommunications laws including but not limited to the Telephone Consumer Protection Act (TCPA), state telemarketing laws, and Do-Not-Call regulations. You shall obtain all necessary consents before using the Services for any outbound communications. AxisMD LLC is not liable for your failure to comply with any telecommunications laws or regulations.

6. Payment Terms

Subscription fees are billed in advance on a monthly basis. All fees are non-refundable except as expressly stated in this Agreement or required by law. We reserve the right to modify pricing with 30 days' notice. Failure to pay may result in suspension or termination of your access to the Services.

7. Third-Party Integrations

The Services may integrate with third-party applications and services (e.g., QuickBooks, Stripe, calendar systems). Your use of such integrations is subject to their respective terms of service and privacy policies. We are not responsible for the availability, accuracy, or content of third-party services.

8. Intellectual Property

All rights, title, and interest in and to the Services, including all intellectual property rights, are and will remain the exclusive property of AxisMD LLC and its licensors. Desklings™ is a trademark of AxisMD LLC. The Desklings name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of AxisMD LLC. You may not use these trademarks without prior written permission.

9. Data and Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into this Agreement by reference. You acknowledge and agree that we may process your data as described in the Privacy Policy.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components. AI-generated responses may contain errors and should be reviewed for accuracy.

AI LIMITATIONS: AI-generated responses, recommendations, transcriptions, and actions are provided for informational and convenience purposes only. They should not be relied upon as professional, legal, medical, financial, or technical advice. Users are solely responsible for verifying the accuracy of all AI outputs before taking any action.

AI LIMITATIONS: AI-generated responses, recommendations, transcriptions, and actions are provided for informational and convenience purposes only. They should not be relied upon as professional, legal, medical, financial, or technical advice. Users are solely responsible for verifying the accuracy of all AI outputs before taking any action. The AI may misunderstand requests, provide incomplete information, or make errors.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AXISMD LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless AxisMD LLC and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Services, your violation of this Agreement, or your violation of any rights of another.

13. Term and Termination

This Agreement remains in effect until terminated. You may terminate by canceling your subscription and discontinuing use of the Services. We may terminate or suspend your access immediately, without prior notice, for any reason, including breach of this Agreement.

Upon termination, your license to use the Services will immediately cease. Sections 8, 10, 11, 12, and 14-17 shall survive termination.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.

CLASS ACTION WAIVER: YOU AND AXISMD LLC AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS.

CLASS ACTION WAIVER: YOU AND AXISMD LLC AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS, OR CONSOLIDATED ARBITRATIONS.

15. Changes to This Agreement

We reserve the right to modify this Agreement at any time. We will notify you of material changes by posting the updated Agreement on our website or sending you an email. Your continued use of the Services after such modifications constitutes acceptance of the updated Agreement.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17. Entire Agreement

This Agreement, together with our Privacy Policy and any other policies referenced herein, constitutes the entire agreement between you and AxisMD LLC regarding the Services and supersedes all prior agreements and understandings.

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