MASTER SERVICES AGREEMENT

Last Updated: April 19, 2026

1. PARTIES; ACCEPTANCE; AGREEMENT STRUCTURE

This Master Services Agreement (the "MSA") is entered into by and between BizAssistant.ai LLC d/b/a BizAssistant ("BizAssistant," "Company," "we," "us," or "our") and the customer identified in the applicable Statement of Work ("SOW"), order form, proposal, checkout flow, invoice, or other ordering document that incorporates this MSA ("Customer," "you," or "your").

This MSA becomes effective on the earliest of: (a) the effective date stated in the applicable SOW, (b) the date Customer clicks acceptance, signs an SOW, pays an invoice, or otherwise accepts this MSA, or (c) the date Customer first accesses or uses any Service (the "Effective Date").

This MSA is the primary controlling agreement between the parties. Any SOW, invoice, proposal, order form, support policy, acceptable use policy, or website terms is incorporated only to the extent expressly referenced. If there is any conflict, this MSA controls unless BizAssistant signs a later writing that expressly states it overrides a specific provision of this MSA. No purchase order, email, click-through text, or Customer form modifies this MSA unless signed by BizAssistant.

The Services are offered solely for commercial business use and not for personal, family, household, or consumer use. Customer represents that it is acting on behalf of a business and has authority to bind that business.

2. DEFINITIONS

"Services" means BizAssistant’s AI receptionist, inbound call answering, lead capture, call summaries, routing, scheduling handoff support, website, dashboards, integrations, management, support, reporting, optimization, and related software or services.

"SOW" means a statement of work, order form, invoice, checkout record, or other ordering document describing commercial terms for Services.

"Customer Content" means all data, scripts, instructions, business rules, recordings, calendars, contacts, pricing, service areas, FAQs, media, credentials, and other content submitted, provided, or made available by or for Customer.

"Output" means any transcript, summary, classification, routing decision, booking or scheduling-related action, AI-generated content, call outcome, log, report, or other result produced through the Services.

"Service Data" means operational, diagnostic, technical, analytics, usage, and performance data relating to operation of the Services, including metadata, logs, response times, event records, and de-identified or aggregated learnings.

"Third-Party Services" means third-party telephony, SMS, email, calendar, CRM, payment, hosting, model, analytics, scheduling, or other vendor products or services used with or through the Services.

"Authorized User" means any employee, contractor, or representative that Customer authorizes to access or administer the Services.

"Claim" means any claim, demand, dispute, action, cause of action, loss, damage, liability, fine, penalty, or expense.

3. SERVICES; SCOPE; CHANGE RIGHTS

Subject to this MSA and the applicable SOW, BizAssistant will provide the Services described in the SOW. The Services may include AI receptionist setup, inbound call answering, lead-detail capture, call summaries, routing logic, scheduling handoff support, integrations, and ongoing management and optimization.

Customer acknowledges that the Services are dynamic, software-enabled, vendor-dependent, and not human-guaranteed concierge services. BizAssistant may update, improve, suspend, replace, reconfigure, or discontinue features, workflows, vendors, models, scripts, prompts, routing methods, dashboards, or other components of the Services at any time, with or without notice, and without liability.

Unless expressly stated in an SOW signed by BizAssistant, BizAssistant does not provide custom software development, legal review, regulated-industry compliance services, guaranteed live human answering, guaranteed booking volume, guaranteed number porting, guaranteed message delivery, guaranteed CRM sync, or any service-level agreement, uptime commitment, or response-time commitment.

BizAssistant may use subcontractors and affiliates to provide any part of the Services. BizAssistant remains responsible for their performance to the same extent as if performed directly by BizAssistant, subject to the limitations in this MSA.

4. CUSTOMER RESPONSIBILITIES; OPERATIONAL DEPENDENCIES

Customer is solely responsible for its business, staff, calendars, service-area definitions, pricing, availability, customer service decisions, follow-up, sales process, closing process, licensing, and legal compliance. Customer will:

(a) provide accurate and complete onboarding information, business rules, operating hours, service-area information, qualification criteria, routing instructions, summary recipients, and scheduling preferences;

(b) review, test, and approve scripts, prompts, routing logic, summaries, scheduling-handoff logic, and integrations before and after launch;

(c) maintain its own systems, calendars, phone numbers, domains, inboxes, CRM subscriptions, and third-party vendor accounts in good standing;

(d) designate an Authorized User with authority to approve changes and receive notices;

(e) promptly notify BizAssistant of errors, business changes, outages, complaints, or legal concerns; and

(f) independently verify important leads, bookings, call summaries, customer communications, and Outputs before relying on them for business, legal, safety, or financial decisions.

BizAssistant is entitled to rely on Customer’s instructions, approvals, and business rules as submitted. BizAssistant has no duty to second-guess Customer’s legal obligations, business decisions, or desired workflows.

5. COMPLIANCE; CONSENTS; COMMUNICATIONS LAWS

Customer, not BizAssistant, is responsible for lawful communications. This includes scripts, call content, voicemail or recording disclosures, AI disclosures, appointment or estimate confirmations, opt-outs, and all required permissions and notices.

Customer is solely responsible for compliance with all laws, rules, regulations, industry obligations, and carrier requirements applicable to its use of the Services, its business, and its communications, including privacy, consumer protection, unfair competition, telemarketing, call recording, text messaging, AI disclosure, accessibility, data protection, and licensing requirements.

5.1 Messaging and Follow-Up Compliance

If Customer enables or requests any text, voicemail, email, or other follow-up communication through the Services or connected tools:

(a) Customer is the legal sender, caller, initiator, and marketer of those communications;

(b) Customer will obtain and maintain all required prior express consent, prior express written consent, and other required permissions before any automated or assisted call, voicemail, text, or follow-up communication is sent or initiated;

(c) Customer will maintain do-not-call compliance, suppression lists, opt-out handling, STOP handling, internal do-not-contact records, and any required carrier, toll-free, or registration obligations; and

(d) BizAssistant does not verify whether Customer has lawful consent and disclaims all liability arising from Customer’s failure to obtain or document it.

5.2 Recording, Monitoring, Transcription, and AI Disclosure

(a) Customer is solely responsible for determining whether calls may be recorded, monitored, summarized, or transcribed and for providing all legally required notices and obtaining all legally required consents.

(b) Customer is solely responsible for determining whether callers must be told they are interacting with AI, automation, or a recorded line and for ensuring that any required disclosure is actually delivered.

(c) If Customer enables recordings, transcripts, summaries, or automated follow-up, Customer represents and warrants that it has all rights necessary to do so and to provide that data to BizAssistant and its subprocessors.

5.3 Regulated or High-Risk Use Prohibited

Unless BizAssistant expressly agrees in a signed writing, Customer will not use the Services for emergency services, 911 dispatch, medical triage, legal advice, tax advice, financial advice, debt collection subject to specialized rules, insurance claims handling, employment screening, housing decisions, or any use where failure or error could reasonably result in death, bodily injury, significant legal exposure, or catastrophic loss.

6. FEES; BILLING; REFUNDS; COLLECTIONS

Customer will pay all fees, costs, taxes, charges, and pass-through amounts described in the applicable SOW, invoice, or BizAssistant-approved pricing page. All fees are stated and payable in U.S. dollars.

6.1 Upfront Payment; Autopay; Billing in Advance

(a) The initial payment identified in the SOW or invoice is due upfront and in full before kickoff, onboarding, setup, or launch work begins.

(b) Recurring monthly fees are billed in advance and due on the invoice date or, if autopay is required, on the date charged by the payment method on file.

(c) Customer authorizes BizAssistant and its payment processors to store payment credentials and charge all amounts due, including recurring charges, taxes, late fees, chargeback reversals, collection costs, pass-through carrier fees, and reinstatement fees.

6.2 30-Day Money-Back Policy for Standard Offer

For BizAssistant’s standard offer only, and unless a different refund term is expressly stated in a signed SOW, order form, invoice, or checkout flow, Customer may request a one-time full refund of the initial standard-offer payment by sending written notice to [email protected] within thirty (30) calendar days after the Effective Date or initial payment date, whichever occurs first. This 30-day money-back policy is available only once per Customer and only for the initial payment for the standard offer.

The 30-day money-back policy does not apply to renewals after the first 30 days, partial months, third-party or pass-through charges, carrier charges, custom work, expedited services, non-standard add-ons, taxes, or amounts that applicable law does not require BizAssistant to refund, unless BizAssistant expressly agrees otherwise in writing. If BizAssistant issues a refund under this Section, BizAssistant may immediately terminate or disable the affected Services, accounts, automations, numbers, workflows, integrations, and access associated with the refunded order.

6.3 No Setoff; No Withholding; Chargebacks

Customer will pay BizAssistant without setoff, deduction, counterclaim, holdback, or withholding. Any chargeback, payment dispute, ACH reversal, or card dispute initiated by Customer or on Customer’s behalf for a charge authorized by this MSA is a material breach. Upon any such event, BizAssistant may immediately suspend or terminate the Services, disable automations, revoke access, and pursue collection. Customer remains liable for the full disputed amount plus any fees, losses, processor penalties, legal fees, and collection costs incurred by BizAssistant.

6.4 Late Fees; Suspension; Collections

(a) Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

(b) BizAssistant may suspend any or all Services immediately for non-payment or suspected payment risk, without liability for missed calls, missed leads, missed bookings, lost data sync, or other consequences of suspension.

(c) Customer will reimburse BizAssistant for all costs of collection, including reasonable attorneys’ fees, agency fees, filing fees, arbitration fees, and costs of enforcing this MSA.

6.5 Taxes and Third-Party Charges

Fees do not include taxes unless expressly stated. Customer is responsible for all sales, use, excise, telecommunications, VAT, GST, withholding, and similar taxes, excluding taxes on BizAssistant’s net income. Third-party carrier, SMS, number, telephony, AI model, integration, scheduling, and vendor charges may be invoiced as pass-through costs in addition to base fees unless the SOW expressly states they are included.

7. LAUNCH; ACCEPTANCE; CUSTOMER DELAY

BizAssistant’s setup, configuration, launch, and optimization work depends on timely Customer cooperation. Customer delay does not excuse payment.

Any setup deliverable, script set, routing configuration, integration, or workflow will be deemed accepted upon the earliest of: (a) Customer’s written approval, (b) Customer’s use in production, or (c) five business days after delivery or launch if Customer does not identify a specific material nonconformity in writing.

Recurring monthly billing begins or renews as stated in the applicable SOW, invoice, or checkout flow. Customer-caused delay, third-party delay, or lack of Customer cooperation does not create a refund right or suspend the billing cadence unless BizAssistant agrees otherwise in writing.

8. CUSTOMER CONTENT; DATA RIGHTS; PRIVACY BOUNDARIES

As between the parties, Customer retains its rights in Customer Content. Customer grants BizAssistant and its affiliates, subprocessors, and vendors a worldwide, non-exclusive, sublicensable right to host, use, reproduce, transmit, analyze, display, format, process, modify, and create derivative works from Customer Content and related data as reasonably necessary to provide, secure, support, improve, and enforce the Services and this MSA.

Customer represents and warrants that it has all rights, notices, permissions, and lawful bases needed to provide Customer Content and to instruct BizAssistant to process it.

BizAssistant may generate, collect, and use Service Data, analytics, learnings, benchmarks, patterns, and de-identified or aggregated data for any lawful internal business purpose, including service operation, quality assurance, fraud prevention, security, product improvement, model tuning, training of internal workflows, reporting, and business analytics, provided BizAssistant does not intentionally disclose Customer Confidential Information in identifiable form except as permitted by this MSA.

8.1 Privacy Roles

For Customer account data and direct business relationship data, BizAssistant acts as an independent business. For Customer-submitted lead data, caller data, recordings, transcripts, and related Customer Content processed through the Services, Customer generally determines the purpose of processing and BizAssistant generally acts as a service provider, processor, or contractor acting on Customer’s instructions, subject to BizAssistant’s own legal, security, anti-abuse, billing, product-improvement, and compliance rights described in this MSA and the Privacy Policy.

8.2 Prohibited Data

Customer will not provide, request, or permit processing of any of the following through the Services unless BizAssistant expressly agrees in a signed writing: (a) protected health information regulated by HIPAA; (b) full payment card numbers, CVV data, or other data requiring PCI-regulated handling by BizAssistant; (c) Social Security numbers or government ID numbers; (d) biometric identifiers for identification purposes; (e) passwords or authentication secrets; (f) children’s personal information subject to COPPA; or (g) any data the Customer lacks the legal right to collect, use, or share.

8.3 Security; Backups; Breach Risk

BizAssistant will use commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services. No system is completely secure. Customer acknowledges and accepts that storage, transmission, and processing of data may involve unavoidable risk, and BizAssistant does not guarantee that the Services will be secure, uninterrupted, or free from unauthorized access, corruption, interception, or loss.

Customer is responsible for keeping its own backups and exports of important business records, leads, bookings, and communications. BizAssistant is not Customer’s system of record unless expressly agreed in writing.

8.4 Legal Requests; Preservation; Response Costs

BizAssistant may preserve, access, disclose, or produce data or records if BizAssistant believes it is reasonably necessary to comply with law, protect rights or safety, enforce this MSA, respond to subpoenas or legal requests, prevent fraud or abuse, or preserve evidence. BizAssistant may charge Customer its standard professional services rates and out-of-pocket costs for subpoena response, e-discovery, export, preservation, or litigation support relating to Customer’s account.

9. AI, AUTOMATION, AND OUTPUT DISCLAIMERS

AI can be wrong. The Services may fail to answer, may answer late, may mishear, may misroute, may produce inaccurate transcripts, may omit facts, may misclassify leads, may misunderstand accent, noise, slang, urgency, or context, may provide incomplete summaries, and may generate inconsistent or inappropriate Output.

Customer acknowledges and agrees that:

(a) the Services are tools that assist Customer’s operations and are not a guarantee of business performance;

(b) BizAssistant does not guarantee any call answer percentage, estimate count, lead quality, booking rate, show rate, revenue, close rate, calendar utilization, customer satisfaction score, or return on investment;

(c) BizAssistant is not liable for missed calls, dropped calls, missed leads, duplicate leads, spam leads, misrouted calls, failed or double bookings, wrong dates, wrong times, unavailable staff, incorrect transcripts, lost opportunities, or any revenue, profit, or goodwill allegedly associated with them;

(d) Customer must independently review and supervise the Services, especially before relying on any Output for staffing, dispatch, estimates, sales, customer disputes, or legal or compliance decisions; and

(e) Customer, not BizAssistant, is solely responsible for all business decisions taken or not taken based on the Services or any Output.

10. THIRD-PARTY SERVICES; VENDOR DEPENDENCY

The Services may depend on or integrate with Third-Party Services. Customer’s use of Third-Party Services is subject to those providers’ terms, fees, policies, rate limits, carrier filtering, outages, security incidents, API changes, suspension rights, number policies, and other constraints. BizAssistant does not control and is not responsible for any Third-Party Service.

Without limiting the disclaimers in this MSA, BizAssistant is not liable for any failure, delay, error, filtering, blocking, outage, data loss, number loss, or functionality change caused by a Third-Party Service.

11. INTELLECTUAL PROPERTY; OWNERSHIP; RESTRICTIONS

The Services, including all software, prompts, workflows, templates, call logic, configuration methods, UI, reports, dashboards, know-how, documentation, and all improvements thereto, are and remain the exclusive property of BizAssistant and its licensors. Except for the limited rights expressly granted in this MSA, no rights are transferred.

Subject to Customer’s compliance with this MSA and payment of all fees, BizAssistant grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term to access and use the Services solely for Customer’s internal business operations.

Customer will not, and will not allow others to:

(a) copy, sell, resell, white-label, sublicense, rent, lease, outsource, or commercially exploit the Services except as expressly authorized in a signed writing;

(b) reverse engineer, decompile, disassemble, model-extract, prompt-extract, scrape, benchmark for publication, or attempt to derive source code, model weights, system architecture, prompts, confidential logic, or non-public features;

(c) use the Services to develop or improve a competing product or service;

(d) circumvent access controls, usage limits, billing controls, or security protections; or

(e) remove or alter proprietary notices.

Any feedback or suggestions Customer provides may be used by BizAssistant without restriction or compensation.

12. CONFIDENTIALITY

Each party may receive non-public information from the other that is marked confidential or that reasonably should be understood as confidential ("Confidential Information"). The receiving party will use the disclosing party’s Confidential Information only to perform under this MSA and will protect it using at least reasonable care. Confidential Information does not include information that: (a) becomes public without breach; (b) was lawfully known without restriction before receipt; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the other party’s Confidential Information.

The receiving party may disclose Confidential Information to personnel, advisors, vendors, and subcontractors who need to know it and are bound by confidentiality obligations, and as required by law, subpoena, court order, regulator request, or insurance requirement. BizAssistant may also disclose Customer Confidential Information to the extent reasonably necessary to provide, support, secure, or enforce the Services and this MSA.

13. SUSPENSION; TERMINATION; SURVIVAL

13.1 Suspension

BizAssistant may suspend or limit any Service, immediately and without liability, if BizAssistant reasonably believes: (a) Customer breached this MSA; (b) payment is overdue or at risk; (c) Customer’s use creates legal exposure, abuse, fraud, security risk, reputational risk, or vendor or carrier risk; (d) a third-party provider requires or effectively necessitates suspension; or (e) suspension is needed for maintenance, security, legal compliance, or emergency response.

13.2 Termination

Unless the SOW states otherwise, the term is month-to-month after the Effective Date. Customer may terminate at the end of the then-current billing cycle by giving written notice before the next billing date. BizAssistant may terminate this MSA, any SOW, or any Service immediately for cause or at any time for convenience upon notice.

Termination does not relieve Customer of any obligation accrued before termination, including fees, taxes, chargeback losses, and collection costs. Any refund right after suspension or termination is limited to, and governed exclusively by, the 30-day money-back policy in Section 6.2 if Customer timely qualifies for it.

13.3 Effect of Termination

(a) All licenses and access rights granted to Customer end immediately.

(b) BizAssistant may disable numbers, routing, automations, integrations, accounts, and access credentials.

(c) BizAssistant may delete or anonymize Customer Content in the ordinary course after termination, except to the extent retention is reasonably necessary for backups, legal compliance, dispute resolution, fraud prevention, insurance, tax, accounting, or enforcement.

(d) Customer is solely responsible for exporting any data it wishes to retain before termination.

Any provision that by its nature should survive will survive, including payment obligations, refund-policy terms, confidentiality, data rights, disclaimers, limitations of liability, indemnification, dispute resolution, and claim-limitation provisions.

14. DISCLAIMERS; NO RELIANCE; NO WARRANTIES

Customer is not relying on any promise not expressly written in this MSA or the applicable SOW. Marketing copy, demos, examples, testimonials, case studies, projections, revenue illustrations, answer-rate illustrations, statements of expected performance, or oral sales statements are illustrative only and are not warranties, guarantees, or commitments.

To the maximum extent permitted by law, the Services are provided "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS." BizAssistant disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, title, availability, quiet enjoyment, and any warranties arising from course of dealing, usage, or trade practice.

Without limiting the foregoing, BizAssistant does not warrant that the Services or any Output will be uninterrupted, error-free, secure, accurate, complete, lawful for Customer’s use, compatible with Customer’s systems, or sufficient to achieve any particular business outcome.

15. LIMITATION OF LIABILITY

This section is a material basis of the bargain. The fees reflect this allocation of risk. Without these limits, BizAssistant would not enter into this MSA on these terms.

To the maximum extent permitted by law, BizAssistant and its affiliates, owners, officers, employees, contractors, vendors, licensors, and agents will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, or for any loss of profits, revenue, data, expected savings, business opportunity, bookings, leads, contracts, goodwill, reputation, or interruption of business, arising out of or relating to this MSA or the Services, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.

To the maximum extent permitted by law, BizAssistant’s total aggregate liability arising out of or relating to this MSA, the Services, or any SOW will not exceed the lesser of: (a) the total fees actually paid by Customer to BizAssistant under the applicable SOW during the three (3) months immediately preceding the first event giving rise to the Claim, or (b) US $1,000.

The exclusions and caps in this Section apply regardless of the form of action and regardless of whether any claim is based in contract, tort, negligence, strict liability, statute, equity, restitution, or otherwise.

The foregoing limitations do not limit Customer’s obligations to pay fees, reimburse collection costs, or defend and indemnify BizAssistant.

16. INDEMNIFICATION

Customer will defend, indemnify, and hold harmless BizAssistant and its affiliates, owners, officers, employees, contractors, vendors, licensors, and agents from and against any Claim arising out of or relating to:

(a) Customer’s business, products, services, sales practices, staff, or operations;

(b) Customer’s use of the Services or any Output;

(c) Customer Content, scripts, prompts, pricing, service claims, instructions, routing rules, summaries, or follow-up messages;

(d) alleged or actual violation of privacy, telemarketing, recording, consent, consumer protection, unfair competition, accessibility, licensing, or advertising laws;

(e) calls, voicemails, texts, emails, or other communications initiated for or on behalf of Customer;

(f) Customer’s misuse of the Services, breach of this MSA, or violation of any third-party right;

(g) Customer’s regulated, prohibited, or high-risk use; or

(h) disputes with Customer’s customers, leads, prospects, employees, agents, or vendors.

BizAssistant may control the defense and settlement of any indemnified Claim. Customer will cooperate fully. Customer may not settle any Claim in a manner that imposes liability or obligations on BizAssistant without BizAssistant’s prior written consent.

17. DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER

17.1 Governing Law

This MSA is governed by the laws of the State of California, without regard to conflict-of-law principles. The Federal Arbitration Act ("FAA") governs the interpretation and enforcement of this Section 17 and any arbitration under it.

17.2 Mandatory Informal Resolution

Before starting arbitration or litigation, the claimant must send a written notice of dispute describing the facts, legal basis, requested relief, and supporting contact information. The parties will attempt in good faith to resolve the dispute informally for at least 45 days after the notice is received. Compliance with this paragraph is a condition precedent to filing arbitration, except for requests for temporary injunctive relief.

17.3 Binding Arbitration

Except for claims expressly excluded below, any dispute, controversy, or Claim arising out of or relating to this MSA, any SOW, the Services, or the relationship of the parties will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. If AAA determines that a different AAA rule set must apply, then that rule set will apply only to the extent required by AAA or non-waivable law. The arbitration will be conducted in San Diego County, California, unless the parties agree to remote proceedings or the arbitrator orders otherwise.

The arbitration will be heard by one arbitrator unless AAA rules require otherwise. The arbitrator may award the same individual relief that a court could award, but only on an individual basis and subject to the limitations in this MSA. The arbitrator may not consolidate claims, preside over any class, collective, representative, or private-attorney-general proceeding, or award relief to anyone who is not a named party. The arbitrator will have exclusive authority to resolve all arbitrability issues, including scope, formation, enforceability, and whether a claim is subject to arbitration, except that a court of competent jurisdiction may determine issues regarding class, representative, collective, or mass-arbitration waivers.

By agreeing to arbitration, the parties are waiving the right to sue in court and the right to a jury trial for arbitrable claims.

17.4 Excluded Claims; Company-Favorable Carve-Outs

Notwithstanding the foregoing, BizAssistant may bring claims in any court of competent jurisdiction in San Diego County, California to: (a) collect unpaid fees, chargebacks, or other amounts due; (b) seek injunctive or equitable relief for misuse of the Services, unauthorized access, breach of confidentiality, data-security threats, or infringement or misappropriation of intellectual property; (c) enforce post-termination obligations; or (d) obtain provisional or protective relief pending arbitration. Either party may also seek temporary equitable relief to prevent imminent irreparable harm.

17.5 Class, Collective, Representative, and Mass-Claim Waiver

All disputes must be brought only in an individual capacity. To the maximum extent permitted by law, neither party may bring or participate in any class, collective, representative, private-attorney-general, or consolidated proceeding against the other.

If 25 or more substantially similar arbitration demands are filed by or with the assistance of the same or coordinated counsel or entities, the parties agree that AAA’s Mass Arbitration Supplementary Rules will apply to the extent applicable and, unless AAA requires a different process, the demands will be administered in staged batches of up to 10 claimants per batch, with remaining demands stayed until completion of the prior batch and tolling preserved during the stay. This batching provision is intended to improve efficiency and reduce abusive filing pressure, and it is severable from the remainder of this Section.

If any class, collective, representative, private-attorney-general, or mass-arbitration waiver in this Section is found unenforceable as to a particular claim and that determination is no longer subject to appeal, then that claim will proceed in a court of competent jurisdiction in San Diego County, California, and the remainder of this Section will remain enforceable to the fullest extent permitted by law.

17.6 Venue for Court Proceedings

Any court proceeding permitted under this MSA will be brought exclusively in the state or federal courts located in San Diego County, California, and each party irrevocably consents to personal jurisdiction and venue there.

18. LIMITATION PERIOD FOR CLAIMS

To the maximum extent permitted by law, any Claim by Customer arising out of or relating to this MSA, any SOW, or the Services must be brought within one (1) year after the event first giving rise to the Claim. Claims not brought within that period are permanently barred. This limitation does not restrict BizAssistant’s actions to collect unpaid amounts.

19. MISCELLANEOUS

(a) Independent Contractors. The parties are independent contractors. Nothing in this MSA creates a partnership, franchise, joint venture, fiduciary relationship, employment relationship, or agency relationship.

(b) Force Majeure. BizAssistant is not liable for any delay or failure caused by events beyond its reasonable control, including outages, carrier failures, vendor failures, internet disruption, labor shortages, power failures, natural disasters, war, terrorism, civil unrest, epidemics, cyberattacks, or government action.

(c) Assignment. Customer may not assign or transfer this MSA without BizAssistant’s prior written consent. BizAssistant may assign this MSA without restriction, including in connection with an acquisition, financing, reorganization, or sale of assets.

(d) Notices. Customer consents to receiving notices electronically at the email address or account contact information on file. Notice from Customer to BizAssistant must be sent to [email protected] unless BizAssistant designates another address in writing.

(e) Export and Sanctions. Customer will not use the Services in violation of export controls, sanctions, or trade restrictions.

(f) Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will remain in effect.

(g) No Waiver. Failure to enforce any provision is not a waiver.

(h) Electronic Signatures; Counterparts. Electronic signatures, click acceptance, PDFs, and counterparts are binding and treated as originals.

(i) Entire Agreement. This MSA, together with the applicable SOW and expressly incorporated policies, is the entire agreement regarding the Services and supersedes all prior or contemporaneous proposals, discussions, statements, and understandings regarding the same subject matter.

20. SIGNATURES

The parties have caused this MSA to be executed by authorized representatives. If the parties execute only an SOW that incorporates this MSA, that execution is deemed acceptance of this MSA.

BizAssistant.ai LLC d/b/a BizAssistant

Authorized Signature: ______________________________

Name: ___________________________________________

Title: ____________________________________________

Date: ____________________________________________

Customer

Authorized Signature: ______________________________

Name: ___________________________________________

Title: ____________________________________________

Date: ____________________________________________