Our Master Agreement

3.1 AI Personas: We provide AI-powered workers that perform tasks as described in each Schedule.

3.2 Service Level: We will use commercially reasonable efforts to provide the Services with professional care and skill.

3.3 Modifications: We reserve the right to modify, suspend, or discontinue any aspect of the Services with reasonable notice.

5.1 Term: The Agreement begins when you accept these terms and continues until terminated.

5.2 Termination for Convenience: Either party may terminate with 30 days' written notice.

5.3 Termination for Cause: Either party may terminate immediately if the other party materially breaches and fails to cure within 15 days of written notice.

5.4 Effect of Termination: Upon termination, you must pay all outstanding fees for services rendered. Access to AI Personas will cease.

7.1 Company IP: All intellectual property in the Services, including AI models, software, and documentation, remains our exclusive property.

7.2 Client IP: You retain all rights to your business information, leads, and other Client Data.

7.3 License: We grant you a limited, non-exclusive, non-transferable license to use the Services during the term.

9.1 Indirect Damages: NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9.2 Cap on Liability: COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE 12 MONTHS PRECEDING THE CLAIM.

9.3 Exceptions: These limitations do not apply to breaches of confidentiality, indemnification obligations, or willful misconduct.

11.1 By Company: We will indemnify you against third-party claims that the Services infringe intellectual property rights.

11.2 By Client: You will indemnify us against third-party claims arising from your use of the Services in violation of this Agreement or applicable law.

4.1 Pricing: Pricing is specified in each applicable Schedule.

4.2 Billing Cycle: Unless otherwise stated in the Schedule, invoices are generated monthly.

4.3 Payment Due: Payment is due within 15 days of invoice date unless otherwise specified.

4.4 Late Payments: Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.5 Disputed Charges: If you dispute any charges, notify us in writing within 10 days of the invoice date.

6.1 Client Data: You retain all rights to data you provide to the Services.

6.2 Data Use: We may use Client Data solely to provide the Services and improve our AI models in anonymized, aggregated form.

6.3 Privacy: Our use of personal information is governed by our Privacy Policy.

6.4 Data Security: We implement industry-standard security measures to protect Client Data.

8.1 Mutual Warranties: Each party warrants it has the authority to enter this Agreement.

8.2 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.1 Confidential Information: Each party may have access to the other party's confidential information.

10.2 Obligations: The receiving party will: (a) not disclose Confidential Information to third parties, (b) use the same degree of care as for its own confidential information, and (c) only use Confidential Information for purposes of this Agreement.

10.3 Exceptions: Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from a third party.

12.1 Governing Law: This Agreement is governed by the laws of the State of California, without regard to conflict of law principles.

12.2 Dispute Resolution: Disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

12.3 Entire Agreement: This Agreement, including all Schedules, constitutes the entire agreement between the parties.

12.4 Amendments: We may update these terms by providing 30 days' notice. Continued use constitutes acceptance.

12.5 Assignment: You may not assign this Agreement without our prior written consent.

12.6 Severability: If any provision is invalid, the remaining provisions remain in effect.

12.7 Waiver: Failure to enforce any provision does not constitute a waiver.