This Master Services Agreement ("Agreement") is entered into by and between SalesLead AI LLC, a Wyoming limited liability company ("Company"), located at 30 N. Gould St., STE R, Sheridan, WY 82801, and the client entity that executes a Service Order referencing this Agreement ("Client"). Company and Client may be referred to individually as a "Party" and collectively as the "Parties."
Company may perform the Services directly or through its affiliates, subcontractors, or designated service providers (collectively referred to as "Company").
Company provides automation infrastructure, artificial intelligence systems, communication technology, and related consulting and implementation services (collectively, the "Services") through its SalesLead.ai revenue execution infrastructure ("SalesLead.ai").
From time to time, Client may request that Company perform Services pursuant to one or more Service Orders ("SO") referencing this Agreement.
Each Service Order will define the specific infrastructure engine(s) activated, pricing, and term applicable to that engagement. This Agreement, together with any applicable Product Description sections below, governs how the Services operate; the Service Order governs what a given Client has purchased and at what price.
Company may perform the Services itself or through subcontractors, affiliates, or third-party service providers. Company remains responsible for the Services regardless of which entity performs them.
Services will be provided under one or more Service Orders executed by both Parties. Each Service Order will define the operational and commercial terms applicable to the engagement, which may include: activated infrastructure engine(s); pricing (setup fee, if any, and applicable pricing tier schedule); term and effective date; and whether a Revenue Proof Addendum applies to the engagement.
All other terms governing how the Services are delivered, billed, and operated, including the descriptions, definitions, and mechanics set out in this Section 2 and Section 3, apply uniformly across Service Orders unless a Service Order expressly states otherwise.
If a conflict arises between this Agreement and a Service Order, the Service Order will control solely with respect to the commercial terms (pricing, engine selection, term dates) of the engagement it describes.
Company provides Client with access to and operation of SalesLead.ai revenue execution infrastructure, including artificial intelligence systems, communication workflows, and automation systems designed to engage and convert high-intent customer interactions.
The Services are delivered as a managed execution system in which Company maintains control over system configuration, infrastructure operation, optimization, and messaging compliance safeguards, rather than as a self-serve platform.
Company manages infrastructure configuration, conversational logic, messaging compliance safeguards and system controls, and ongoing optimization of automation workflows on an ongoing basis. Post-launch operations may include performance monitoring and interaction review, conversational logic optimization, messaging compliance safeguards, and reporting and operational tuning. This model is designed to maintain consistent execution quality while minimizing operational burden on Client.
The Services utilize a combination of artificial intelligence systems, telecommunications infrastructure, messaging platforms, and cloud-hosted software components to process communications and automate customer engagement. Company may update or replace underlying technology providers from time to time as needed to improve performance, reliability, or functionality.
Company may provide onboarding guidance, documentation, or training sessions to assist Client in understanding system operation and monitoring.
The Services are designed to automate customer interactions and improve operational efficiency; outcome and performance disclaimers applicable to the Services are set forth in Sections 8 and 10.
Company operates a revenue execution infrastructure known as Conversational Automated Revenue Technology ("CART"), which utilizes artificial intelligence systems, automated messaging workflows, and communication infrastructure to engage customers and automate revenue-generating interactions. CART infrastructure engines available for activation under a Service Order include the Abandoned Cart Recovery Engine, which is designed to engage customers following checkout abandonment events and facilitate conversational recovery through SMS interactions. Additional CART infrastructure engines or automation systems may be made available from time to time and activated by written agreement between the Parties or through an additional Service Order.
Company will deploy the infrastructure components required to enable the Services for Client. Onboarding follows a structured deployment process designed to ensure compliance, brand alignment, technical readiness, and operational readiness.
Typical onboarding timelines are approximately 7–10 business days, depending on access provisioning, A2P registration timelines, third-party approvals, and Client responsiveness. Onboarding activities may include completion of onboarding documentation and provision of system credentials and integration access, A2P SMS brand and campaign registration, provisioning of messaging-enabled phone numbers, integration with Client systems and data sources, configuration of conversation logic and prompts, configuration of automation workflows and triggers, sandbox and limited live testing, and quality assurance validation prior to production launch.
Onboarding timelines may be extended if Client does not provide required access, approvals, or information necessary for deployment. Production launch will occur after deployment, testing, and readiness validation confirm the system is prepared for live operation.
Certain functionality of the Services may rely on platform capabilities, application permissions, or API access available only to merchants operating on specific ecommerce platform tiers, including but not limited to Shopify Advanced or Shopify Plus. Client acknowledges that availability of certain automation features, integrations, or system capabilities may depend on the platform plan, permissions, and API access available within Client's ecommerce environment, and that additional configuration changes or platform upgrades may be required to enable certain features if Client's current configuration does not support them.
Company manages system configuration, prompts, automation workflows, and messaging logic as part of the ongoing operation and optimization of the Services. Routine updates to prompts, conversational logic, messaging templates, workflows, and related system configurations are considered operational adjustments and do not constitute a change in scope.
Client may request adjustments to messaging content, prompts, workflows, or system behavior from time to time. Company may review such requests and implement them at its discretion as operational updates where appropriate.
Changes that materially expand the functionality, integrations, or capabilities of the Services beyond the scope of the activated engine(s) described in the applicable Service Order will require a written amendment or additional Service Order.
Company may modify, update, improve, replace, or discontinue features, components, or functionality of the Services from time to time as part of normal system operation, security updates, infrastructure changes, or product development.
Client agrees to pay all fees described in the applicable Service Order to SalesLead AI LLC.
The applicable pricing structure, setup fees (if any), and payment methods will be defined in the applicable Service Order. Company may invoice or charge Client for Services on a recurring, usage-based, or other billing model as specified in the applicable Service Order.
Per-interaction and other usage-based pricing is inclusive of standard messaging carrier and third-party service provider costs at the time of the applicable Service Order. If messaging carriers, telecommunications providers, or third-party service providers impose new or increased surcharges, fees, or costs after execution of the applicable Service Order, and those increases are outside Company's control, Company reserves the right to adjust invoicing accordingly, with prior written notice to Client.
Where the Services are billed on a per-Interaction basis, an "Interaction" is defined as any individual message occurring within a CART-initiated conversation related to an abandoned checkout event, including automated SMS messages generated by the CART system, AI-generated conversational responses, follow-up messages generated within the CART workflow, and customer replies or other inbound messages received during the conversation. Each individual message exchanged within the conversation, whether system generated or customer generated, inbound or outbound, constitutes a billable Interaction, regardless of delivery status, open status, or whether the conversation results in a completed transaction.
Unless otherwise specified in the applicable Service Order, pricing tiers are determined by the total number of abandoned checkout events engaged during the applicable calendar month, tier calculations reset at the beginning of each calendar month, and the applicable price per Interaction adjusts prospectively as additional events are engaged during the month. Billing is calculated based on the tier applicable at the time each Interaction occurs.
Service charges are settled in arrears on a weekly billing cadence, measured during a weekly billing window running from Monday 12:00 AM through Sunday 11:59 PM (Eastern Time), unless otherwise specified in the applicable Service Order. Usage reporting and billing summaries will be provided to Client with each billing cycle for reconciliation and review. Client must notify Company of any billing dispute within fifteen (15) days of the applicable invoice date; failure to do so constitutes acceptance of the invoice.
Client agrees to maintain a valid payment method if required by the applicable Service Order and authorizes Company to charge such payment method for amounts due.
Company reserves the right to suspend or limit Services if payment cannot be processed or if amounts due remain unpaid. Services may remain suspended until outstanding balances are paid in full.
Usage measurements and operational records maintained by Company systems, including system logs and platform telemetry, will be considered authoritative for billing purposes unless clearly demonstrated to be inaccurate.
If an initial payment attempt fails, Company may perform automated retry attempts using Client's authorized payment method. While payment remains unresolved, Company may limit additional usage or suspend the Services until payment is successfully collected.
Client remains responsible for all usage charges incurred prior to suspension and for any payment processing failure fees or chargeback fees incurred by Company due to unsuccessful payment attempts, passed through to Client at cost per Company's then-current onboarding materials. Failure handling is automated and applied consistently across all Client accounts.
If an invoice remains unpaid after the applicable billing cycle, Company may apply a late payment charge of 1.5% per month, or the maximum amount permitted by law, on any outstanding balances. Company reserves the right to suspend or terminate the Services for non-payment in accordance with this Agreement.
Client is responsible for all applicable sales, use, value-added, withholding, or similar taxes, duties, or governmental charges associated with the Services, excluding taxes based on Company's net income. If Company is required by law to collect or remit any such taxes, Company may add such taxes to Client's invoice and Client agrees to pay those amounts unless Client provides a valid tax exemption certificate.
Company does not provide refunds, except where explicitly stated in an applicable Service Order.
Payments under a Service Order are processed through Company's designated third-party payment processor (currently Stripe). Supported payment methods and associated processing fees applicable to Client are stated in the applicable Service Order, reflecting Company's processor terms as of that Service Order's Effective Date. Where a Service Order does not specify, applicable rates are set forth in Company's then-current onboarding materials.
Processing fees are passed through to Client at cost and may be reflected as a separate line item or incorporated into the invoiced amount.
Client is responsible for cooperating with Company in the implementation and operation of the Services and for ensuring that its use of the Services complies with all applicable laws and regulations governing communications, marketing, and data use.
Client agrees to comply with all applicable federal, state, and local laws governing communications, marketing, and telemarketing, including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, Do Not Call (DNC) regulations, and applicable privacy laws, and is solely responsible for ensuring that all communications initiated through the Services comply with such laws and regulations.
Client is solely responsible for obtaining and maintaining all legally required consents, permissions, and opt-ins before using the Services to send communications, and for maintaining records of such consent where required by applicable law.
Client agrees to provide timely access to systems, platforms, and data required for the Services; cooperate in onboarding, implementation, and testing; and provide accurate information required for configuration of automation systems.
The Services are designed to automatically honor opt-out requests, including STOP commands, and maintain suppression lists. Client agrees not to override, disable, or circumvent these opt-out mechanisms.
Client may not use the Services to send communications to purchased contact lists, scraped or harvested phone numbers, or third-party lead lists where proper consent has not been obtained. Client is solely responsible for ensuring that all recipients have provided the legally required consent to receive communications.
Company reserves the right to suspend or restrict messaging activity that appears to violate applicable laws, carrier regulations, or this Agreement. Such suspension may occur immediately and without prior notice if necessary to protect Company infrastructure, telecommunications providers, or regulatory compliance.
The Services may rely on third-party telecommunications providers, messaging carriers, and network operators. Client acknowledges that such providers maintain their own policies, compliance requirements, and acceptable use standards that may apply to communications transmitted through the Services.
Company reserves the right to immediately suspend, limit, or terminate messaging or calling activity at any time and without notice if required by a telecommunications provider or carrier, necessary to comply with applicable laws or regulations, flagged as potential spam, fraud, or non-compliant messaging, or if activity risks disruption to Company infrastructure, third-party networks, or regulatory compliance. Company will use commercially reasonable efforts to notify Client of such actions when practicable, but may act without prior notice where required.
Company shall not be liable for any interruption of Services resulting from carrier restrictions, provider actions, or regulatory requirements.
Company provides technology and automation infrastructure that enables communications but does not provide legal advice or guarantee compliance with any laws or regulations governing messaging, telemarketing, or data privacy. Client acknowledges that the Services are tools that enable communications and that compliance obligations remain with Client as the sender or caller of record.
Company may assist in generating, suggesting, or configuring message templates, prompts, or automated communications as part of the Services. Client acknowledges that such content may be generated through artificial intelligence systems or automation tools, and is responsible for reviewing, approving, and authorizing messaging strategies, templates, and communication frameworks prior to production deployment.
Client remains solely responsible for the content, legality, accuracy, and appropriateness of all communications transmitted using the Services, including compliance with applicable laws governing messaging, marketing, and telemarketing. Client acknowledges that automated communications may be generated and transmitted without real-time human review.
Client represents and warrants that any contact lists, phone numbers, email addresses, or recipient data uploaded or used in connection with the Services were lawfully obtained and may be legally contacted for the intended communications. Client agrees not to upload or use recipient data obtained through purchased lists, scraping, harvesting, or other methods that violate applicable laws or carrier policies, and shall be solely responsible for the legality of all recipient data used with the Services.
Company supports structured A2P brand and campaign registration processes where required by messaging carriers. Approval of A2P registration is subject to carrier review, third-party vetting, and applicable regulatory requirements.
Company does not guarantee approval, continued approval, message delivery, or protection from carrier filtering. Client acknowledges that messaging carriers retain sole discretion over registration approval, throughput limits, and enforcement actions. Company shall not be liable for carrier rejection, suspension, filtering, surcharges, or regulatory enforcement arising from Client content, data, or registration submissions.
Each Party agrees to maintain the confidentiality of all non-public information received from the other Party ("Confidential Information"), including business plans, technical architecture, customer data, pricing models, and proprietary software and systems.
Confidential Information may only be used for purposes of performing under this Agreement.
Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was already known to the receiving Party prior to disclosure without an obligation of confidentiality; or (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.
This obligation survives termination of the Agreement for three (3) years, except where longer retention is required by applicable law or regulatory obligations.
"Client Data" means data provided by, collected on behalf of, or generated for Client through Client's use of the Services, including end-user personal information, communications data, cart and transaction data, and related system logs and metadata.
Client grants Company the right to process data necessary to provide the Services, including communications data, system logs, and operational metrics.
Company processes end-user personal information as a service provider or data processor on behalf of Client. Client determines the business purpose for which communications are initiated through the Services, while Company operates the technical infrastructure and automation systems used to execute such communications.
Company may use anonymized and aggregated data derived from the Services to improve its systems, automation models, and infrastructure performance, and does not sell Client-provided personal data or end-user information.
Company shall comply with all applicable data protection and privacy laws when processing personal data contained within Client Data, and shall process Client Data only as necessary to provide the Services, implement reasonable technical and organizational measures to protect Client Data against unauthorized access, loss, or misuse, and ensure that personnel with access to Client Data are subject to confidentiality obligations.
Such applicable data protection laws include, where relevant to the Services, the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and other applicable U.S. state and international data protection laws, as further addressed in the Data Processing Addendum referenced in Section 6.3.
Company implements commercially reasonable administrative, technical, and organizational safeguards designed to protect the integrity and security of the Services and any Client Data processed in connection with the Services.
Client acknowledges that no system, network, or internet-based service can be guaranteed to be completely secure, and Company does not warrant that the Services will be free from unauthorized access, cyberattacks, service interruptions, or other security incidents. Client remains responsible for maintaining appropriate security practices with respect to its own systems, access credentials, integrations, and user accounts.
In the event Company becomes aware of a security incident resulting in unauthorized access to or disclosure of Client Data, Company will notify Client without undue delay, and in any case within the timeframe required by applicable law.
If the Services involve the processing of personal data on behalf of Client, such processing will be governed by Company's Data Processing Addendum ("DPA"), which is incorporated into this Agreement by reference where applicable. The DPA applies only to the extent that Company processes personal data on behalf of Client in connection with the Services. In the event of any conflict between this Agreement and the DPA solely with respect to personal data processing obligations, the terms of the DPA will control.
Company retains personal information only for as long as necessary to provide the Services, fulfill contractual obligations, comply with legal and regulatory requirements, resolve disputes, and enforce applicable agreements.
Retention periods may vary based on the applicable Service Order, regulatory requirements, telecommunications carrier obligations, dispute resolution needs, and the operational requirements of managed execution infrastructure. Where Company acts as a data processor, retention is governed by Client instruction and applicable contractual terms, subject to legal and regulatory obligations.
Company may use anonymized and aggregated data derived from Client's use of the Services, including conversations, engagement metrics, and revenue outcomes, for internal use and external marketing, including case studies, provided Client is not identified without prior written consent.
All software, automation systems, AI models, workflows, prompts, scripts, communication systems, methodologies, system architecture, analytics frameworks, execution engines, and related technology developed, licensed, or used by Company in connection with the Services ("Company Technology") are and shall remain the exclusive property of Company and its parent, affiliated, or successor entities.
Company retains all rights, title, and interest in its automation systems, prompts, workflows, methodologies, conversational logic, recovery strategies, system architecture, and any derivative works, improvements, modifications, or enhancements developed in connection with the Services. Nothing in this Agreement transfers ownership of Company Technology to Client.
Client is granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and any associated deliverables solely for Client's internal business purposes during the term of the applicable Service Order, contingent upon Client's continued compliance with this Agreement and payment of all applicable fees.
Client may not copy, reverse engineer, decompile, replicate, sublicense, distribute, or otherwise attempt to derive the underlying logic or structure of any Company Technology without Company's prior written consent, and shall not use information, insights, data flows, outputs, or operational behavior observed from the Services to develop or assist a third party in developing a substantially similar system. Nothing in this clause restricts Client from continuing to operate its business using independent systems developed without use of or reference to Company Technology.
Client may not use outputs, communications, or data generated through the Services to train or develop machine learning models or artificial intelligence systems that replicate or compete with the Services. All rights not expressly granted to Client are reserved by Company.
Company's Services may incorporate artificial intelligence technologies, machine learning models, and automated decision systems that generate responses or actions based on input data, system configuration, and probabilistic algorithms. Client acknowledges that outputs generated by such systems may vary and may occasionally be inaccurate, incomplete, or unexpected.
Company does not guarantee specific outcomes, results, or business performance from the use of artificial intelligence systems. AI-generated communications, responses, or recommendations produced through the Services are provided for operational and automation purposes only and should not be interpreted as legal, financial, or professional advice.
Client acknowledges that the Services may include automated systems, artificial intelligence models, and software-driven communication workflows that operate based on configuration settings, input data, and system logic.
Client is responsible for reviewing and approving messaging templates, prompts, workflows, and system configurations prior to production deployment. Company is responsible for day-to-day monitoring, tuning, and operation of the Services as part of its managed execution model described in Section 2.3. Client's approval of the templates, prompts, workflows, and configurations described above does not transfer to Client the operational monitoring Company performs, but Client remains responsible for the legal and business appropriateness of the content and configurations it has approved.
Outputs generated by artificial intelligence systems and automated decision logic used in the Services may vary and may be incomplete, inaccurate, or unsuitable for certain situations. Client acknowledges that automated communications and system actions may occur without real-time human review.
To the maximum extent permitted by law, Company shall not be liable for claims arising from automated outputs, automated decisions, or actions taken by artificial intelligence systems or automated workflows operating within the scope of the Services or in accordance with Client-approved configurations.
Company may utilize third-party software platforms, AI systems, messaging providers, telephony infrastructure, affiliated entities, independent contractors, technology vendors, or subcontractors in delivering the Services, and remains responsible for the overall delivery of Services regardless of which provider performs them.
The Services may integrate with third-party platforms including communication platforms, CRM systems, payment processors, AI model providers, and automation platforms. Client acknowledges that data necessary for message delivery and system operation may be shared with telecommunications carriers, cloud providers, messaging platforms, and other infrastructure vendors used to provide the Services.
Company does not guarantee uninterrupted availability of the Services. The Services may be affected by system maintenance, third-party service providers, or technical limitations. Company will make commercially reasonable efforts to maintain system availability.
Telephone numbers, messaging identifiers, and communication channels used in connection with the Services may be provisioned, configured, and managed through Company infrastructure and third-party telecommunications providers. Unless otherwise agreed in writing, telephone numbers provisioned for use with the Services are managed within Company's infrastructure and associated provider accounts; Client may request porting of telephone numbers upon termination of the applicable Service Order or this Agreement, subject to outstanding balances being paid in full and applicable porting or transfer fees. Company does not guarantee successful number porting where restricted by telecommunications providers or regulatory requirements.
The Services are provided "as is" and "as available." Company makes no warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. This disclaimer of warranty is independent of, and does not limit or replace, Company's indemnification obligations under Section 11 with respect to third-party intellectual property infringement claims arising from the Company Technology itself; Company's protection against that specific risk is provided through the indemnity in Section 11 rather than through a warranty.
Client acknowledges that telecommunications carriers, messaging platforms, and other third-party infrastructure providers may suspend, block, filter, delay, or otherwise restrict communications transmitted through the Services based on their own policies, regulatory requirements, or network management practices. Company does not control and is not responsible for such actions, and shall not be liable for any interruption, delay, filtering, blocking, or termination of communications resulting from them.
From time to time, Company may offer access to experimental, beta, or preview features. Such features are provided for evaluation purposes only, may be modified or discontinued at any time without notice, and are provided "as is" without warranties and may not be subject to the same service levels, security measures, or support as generally available Services.
Neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, business opportunities, or business interruption, arising out of or related to this Agreement, even if advised of the possibility of such damages.
To the maximum extent permitted by law, the total aggregate liability of Company and its affiliates, service providers, contractors, and licensors arising out of or related to this Agreement shall not exceed the total fees paid by Client to Company during the twelve (12) months preceding the event giving rise to the claim. These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.
The limitations of liability in this Section shall not apply to: (i) Client's payment obligations under this Agreement or any Service Order; (ii) Client's breach of the intellectual property restrictions set forth in this Agreement; or (iii) Client's indemnification obligations under Section 11.
Without limiting the foregoing, Company shall not be liable for: carrier fees, messaging surcharges, vetting costs, regulatory fines, penalties, or enforcement actions arising from Client-provided data, messaging content, or communication instructions; or filtering, suspension, rejection, or throughput limitations imposed by telecommunications carriers or third-party service providers. Company does not guarantee specific revenue, recovery rates, conversion outcomes, delivery rates, or financial performance results arising from use of the Services.
Notwithstanding the cap described above, if Company maintains cyber liability insurance applicable to a Security Incident (as defined in the DPA) giving rise to a claim at the time of that Security Incident, Company's liability for that claim is capped at the greater of (a) the cap otherwise set forth in this Section, or (b) the then-current applicable limits of such insurance coverage actually available and paid with respect to that claim. This Section does not obligate Company to obtain or maintain any insurance coverage.
Client agrees to indemnify, defend, and hold harmless Company and its affiliates, officers, employees, contractors, and agents from any claims, damages, liabilities, penalties, or expenses arising from Client's misuse of the Services, Client-provided data, Client communications sent through automation systems, violations of applicable laws or regulations, or Client-initiated outreach, including calls, messages, or marketing communications conducted using the Services.
Company agrees to indemnify, defend, and hold harmless Client and its officers, employees, and agents from third-party claims, damages, liabilities, penalties, or expenses to the extent arising from Company's gross negligence, willful misconduct, or infringement of a third party's intellectual property rights by the Company Technology itself. Company's indemnification obligation under this Section does not extend to claims arising from Client-provided data, Client-approved content or configurations, Client's violations of applicable law, or Client's use of the Services other than as authorized under this Agreement, and is subject to the limitations set forth in Section 10.
This Agreement begins on the Effective Date and will remain in effect until terminated by either Party in accordance with this Section.
Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party. Termination of this Agreement will not terminate any active Service Order unless such Service Order is separately terminated in accordance with its terms; all obligations under any active Service Order will continue until such Service Order expires or is terminated.
If either Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice from the non-breaching Party describing the breach in reasonable detail, the non-breaching Party may terminate this Agreement or any applicable Service Order immediately upon written notice. A material breach includes, but is not limited to, failure to pay fees when due or a significant violation of obligations under this Agreement. Termination for material breach will not relieve either Party of obligations that accrued prior to termination, including payment obligations for Services already performed.
Company may suspend Services immediately, including where Client fails to pay invoices, violates applicable law, uses the Services in a manner that could expose Company to legal risk, or where messaging activity is restricted or suspended by a telecommunications carrier or service provider. Company will use commercially reasonable efforts to notify Client of such suspension where practicable.
Upon termination or expiration of this Agreement or any applicable Service Order: Client's right to access or use the Services covered by the terminated Service Order will immediately cease unless otherwise agreed in writing; all outstanding fees, charges, and payment obligations incurred prior to the effective date of termination will become immediately due and payable; Company may suspend or disable Client access to systems, automation workflows, messaging infrastructure, and related services associated with the terminated Services; Client remains responsible for any communications, messaging activity, or automated processes initiated prior to termination; upon Client's written request made within thirty (30) days following termination, Company will make commercially reasonable efforts to provide Client with access to Client Data maintained within the Services, unless retention is required for legal, regulatory, or operational purposes, after which Company may delete Client Data and system configurations; provisions of this Agreement that by their nature should survive termination, including intellectual property rights, confidentiality obligations, limitation of liability, indemnification, and dispute resolution, shall survive termination; and Company shall have no obligation to maintain messaging infrastructure, telephone numbers, or communication channels associated with the Services following termination unless otherwise agreed in writing.
The provisions of this Agreement which by their nature should survive termination or expiration shall survive, including but not limited to provisions relating to payment obligations, intellectual property rights, confidentiality, limitation of liability, indemnification, dispute resolution, and any other provisions intended to survive termination.
Company is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.
Company may assign this Agreement to an affiliate or successor entity without Client consent.
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 principles.
Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in Sheridan County, Wyoming, and the decision of the arbitrator shall be final and binding on both Parties. Each Party waives any right to a trial by jury with respect to any dispute arising under or relating to this Agreement.
The Parties agree that any dispute resolution proceedings will be conducted solely on an individual basis and not as part of any class action, collective action, or representative proceeding. Each Party waives any right to participate in a class action lawsuit or class-wide arbitration relating to this Agreement. If the class action waiver in this section is found unenforceable, the remainder of the arbitration provisions shall remain in effect to the fullest extent permitted by law.
In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.
Neither Party shall be liable for failure to perform obligations due to events beyond reasonable control, including but not limited to natural disasters, telecommunications failures, government actions, labor disputes, or internet outages.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Client agrees that during the term of this Agreement and for twelve (12) months thereafter, Client will not directly solicit for employment or contract any employee or contractor of Company who was involved in providing Services under this Agreement, without Company's prior written consent.
Client and Company shall not directly or indirectly make or publish any written or oral statements, remarks, or comments that are intended to disparage, defame, or discredit the other Party, its business, services, products, or reputation.
Client acknowledges that Company's Privacy Policy, website Terms of Use, and Content Policy may apply to the use of Company websites, portals, and the Services, and are incorporated by reference where applicable.
This Agreement, together with any Service Orders executed under it, constitutes the entire agreement between the Parties regarding the Services. It supersedes all prior discussions, agreements, or understandings related to the subject matter, whether written or oral, except for any prior nondisclosure agreement. If any provision of a Service Order conflicts with this Agreement, the terms of the applicable Service Order will control for that engagement.
This Agreement may only be amended in writing signed by both Parties.
This Agreement may be executed electronically and in counterparts, each of which will be deemed an original.
Any notices required or permitted under this Agreement must be in writing and delivered by email, courier, or certified mail to the addresses designated by each Party.
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This page reflects the current standard terms of the Agreement. The Service Order and signed Agreement executed with each Client governs that Client's relationship with Company.