Master Services Agreement

1. Parties; Acceptance; Business Use

This MSA is between BizAssistant.ai LLC, doing business as BizAssistant.ai (“BizAssistant.ai,” “Company,” “we,” “us,” or “our”), and the business identified in an applicable SOW, order form, checkout, invoice, proposal, or other ordering document (“Customer”). It becomes effective on the earliest date Customer signs or electronically accepts it, completes checkout, pays an invoice, activates a paid Service, or first uses a paid Service.

The Services are solely for commercial business use. Customer represents that the person accepting this MSA has authority to bind Customer.

2. Agreement Documents and Order of Precedence

The agreement consists of this MSA, each accepted SOW or order form, applicable checkout confirmation, the Privacy Policy, and any signed data-processing or service addendum. In a conflict: (1) a signed order form or checkout confirmation controls specific commercial terms; (2) the SOW controls scope and implementation details; (3) this MSA controls legal and risk-allocation terms; and (4) incorporated policies control their subject matter.

No purchase-order term, vendor portal term, email, or other Customer document modifies the agreement unless BizAssistant.ai expressly agrees in a signed writing identifying the provision being modified.

3. Definitions

“Customer Content” means data, scripts, instructions, recordings, transcripts, caller information, business information, credentials, and other material supplied by or for Customer. “Output” means AI-generated or system-generated responses, summaries, transcripts, classifications, routing decisions, appointment entries, and notifications. “Services” means the AI receptionist and related services in an accepted ordering document.

“Unique Customer” ordinarily means one distinct external caller telephone number during a monthly billing cycle. Repeat calls from the same number in that cycle count once. Identified spam, test, and internal calls do not count, as reasonably determined by BizAssistant.ai. BizAssistant.ai may exclude blocked or invalid traffic and may use a commercially reasonable equivalent identifier where caller ID is unavailable, spoofed, shared, or unreliable.

4. Services and Scope

Services may include inbound AI call answering, missed-call recovery, overflow and after-hours coverage, caller intake, approved FAQ responses, lead capture, call summaries, transcripts, recordings where enabled, call routing and transfers, email or SMS notifications, appointment requests, optional calendar booking, supported integrations, onboarding, testing, and tuning.

Only items expressly included in an accepted ordering document are committed. Features are subject to configuration, carrier and vendor availability, technical feasibility, legal requirements, and Customer cooperation. BizAssistant.ai may use affiliates, contractors, carriers, cloud providers, AI providers, and other subprocessors.

5. Plans, Usage, and Plan Changes

Unless an ordering document states otherwise, current self-service plans are:

Each plan includes unlimited inbound calls without standard per-call or per-minute fees, subject to the applicable Unique Customer allowance, business-number/location limit, fair use, acceptable use, technical limits, and this MSA. Unlimited inbound calls do not mean unlimited Unique Customers, simultaneous calls, locations, custom integrations, storage, outbound campaigns, or support.

If Customer exceeds included allowances, BizAssistant.ai may require an upgrade, custom plan, workflow change, or reasonable usage control. Unless an ordering document lists an overage charge, BizAssistant.ai will not charge an undisclosed per-caller overage fee. Materially excessive, abusive, unlawful, or destabilizing usage may be limited or suspended after notice where practical.

6. Fees, Trial, Renewal, Cancellation, Taxes, and Payment

Customer will pay the fees in the accepted ordering document. Monthly subscriptions are billed in advance and automatically renew monthly until canceled. A 14-day free trial may be offered as shown at signup, including without a credit card when the signup flow states that no credit card is required. If no payment method is collected, the trial ends without automatic billing unless Customer affirmatively activates a paid plan. If automatic conversion is offered, it will occur only as clearly disclosed and authorized at checkout.

Customer authorizes recurring charges and must maintain valid billing information. Fees are non-refundable and not prorated except where required by law or expressly stated. Customer is responsible for sales, use, excise, telecommunications, and similar taxes, excluding taxes on BizAssistant.ai’s net income, and for chargebacks, bank fees, and collection costs resulting from Customer’s nonpayment.

Customer may cancel through an available account mechanism or by emailing [email protected]. Cancellation takes effect at the end of the current paid term unless an order states otherwise. Future pricing or plan-limit changes may apply on at least 30 days’ notice before renewal.

7. Customer Responsibilities and Cooperation

Customer will provide accurate, complete, and current scripts, FAQs, hours, prices, locations, offers, appointment rules, cancellation policies, disclosure language, escalation contacts, and integration access. Customer will timely review and approve configurations, test the Services before production use, monitor performance, and maintain human coverage for escalations and exceptions.

Customer is solely responsible for its business, products, services, employees, contractors, customers, callers, advertising, claims, fulfillment, appointments, pricing, refunds, licenses, insurance, tax obligations, and compliance. Customer must promptly update workflow-critical information and must not direct BizAssistant.ai to make unlawful, deceptive, unsubstantiated, discriminatory, or unauthorized statements.

8. Legal Compliance; Calls; Recording; AI and Messaging Disclosures

Customer is responsible for identifying and complying with laws applicable to its business and use of the Services, including privacy, call recording, wiretapping, telemarketing, automated calling, SMS, email, consumer protection, advertising, accessibility, professional licensing, and industry-specific requirements.

Customer must approve and maintain all legally required AI/bot disclosures, call-recording notices and consents, privacy notices, opt-in and opt-out language, do-not-call procedures, and consent records. Customer must not disable a required disclosure. Customer will promptly honor STOP, unsubscribe, do-not-call, and other consent revocations and will provide evidence of consent upon reasonable request.

Outbound telemarketing, mass messaging, prerecorded or AI-generated voice campaigns, debt collection, or regulated solicitation are excluded unless expressly approved in a signed SOW with appropriate safeguards.

9. Calendar Booking, Transfers, and Third-Party Services

Optional calendar booking may use supported platforms such as Google Calendar, Apple Calendar, and Outlook Calendar. Customer is responsible for permissions, availability, service durations, buffers, time zones, staff schedules, duplicate calendars, cancellation and rescheduling rules, and confirming appointment accuracy.

Transfers and notifications depend on carrier routing, recipient availability, filtering, Customer systems, and third parties. BizAssistant.ai does not guarantee availability, successful booking, absence of double-booking, or completion of every transfer, message, or integration action.

Customer authorizes BizAssistant.ai to access and use approved third-party accounts as necessary. Customer is responsible for third-party fees, terms, credentials, permissions, configuration, and data retention. BizAssistant.ai is not responsible for third-party outages, policy changes, API changes, carrier blocking, or third-party acts or omissions.

10. Customer Content; Instructions; License

Customer retains ownership of Customer Content and grants BizAssistant.ai and its subprocessors a worldwide, non-exclusive, limited license to host, copy, transmit, transform, and otherwise process Customer Content to provide, secure, support, troubleshoot, and improve the Services, comply with law, and enforce the agreement.

Customer represents and warrants that Customer Content, instructions, and processing are lawful and do not infringe or violate third-party rights. Customer will not provide highly sensitive or regulated data unless the workflow and required addendum are expressly approved.

BizAssistant.ai may use aggregated or deidentified information that does not reasonably identify Customer or an individual for analytics, security, capacity planning, benchmarking, and service improvement.

11. AI Output; Human Review; No Reliance

Output may be incomplete, inaccurate, delayed, duplicated, or unsuitable. Customer must review material Output and maintain human oversight appropriate to its business. Customer may not use Output as the sole basis for legal, medical, financial, safety, employment, eligibility, lending, insurance, or other high-impact decisions.

Customer is responsible for deciding whether and how to act on Output and for all communications, commitments, appointments, offers, and decisions made by Customer or on Customer’s behalf.

12. Confidentiality

Each party may receive non-public information that a reasonable person would understand to be confidential. The receiving party will use it only for the agreement and protect it using at least reasonable care. It may disclose confidential information to personnel and vendors who need to know and are bound by confidentiality duties.

Confidentiality obligations do not apply to information that is public without breach, previously known without restriction, independently developed, rightfully received from another source, or required to be disclosed by law. Where lawful, the receiving party will provide prompt notice and reasonable assistance regarding compelled disclosure.

13. Security, Privacy, and Data Processing

BizAssistant.ai will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content. No system can be guaranteed perfectly secure. Customer is responsible for its own accounts, devices, credentials, forwarding rules, calendars, CRMs, email, phone systems, and personnel access.

Depending on context, Customer may be the controller/business and BizAssistant.ai may be a processor/service provider for caller data. Customer is responsible for lawful instructions, notices, consent, data minimization, retention choices, and responding to data-subject requests. If legally required and mutually agreed, the parties may execute a data processing addendum or business associate agreement; absent such an executed agreement, Customer must not use the Services for data requiring it.

BizAssistant.ai may notify Customer of a confirmed security incident involving Customer Content as required by applicable law or an executed addendum. Customer must promptly notify BizAssistant.ai of suspected compromise involving connected systems.

14. Intellectual Property; Feedback; Restrictions

BizAssistant.ai and its licensors own all rights in the Services, software, models, prompts, workflows, templates, interfaces, documentation, processes, analytics, know-how, and improvements. Customer receives a limited, non-exclusive, non-transferable, revocable right to use the Services during the term for internal business operations.

Customer may not copy, resell, sublicense, reverse engineer, scrape, bypass controls, publicly benchmark, or use the Services, Output, confidential information, or documentation to build or train a competing product, except where a restriction is prohibited by law. Feedback may be used without restriction or compensation.

15. Acceptable Use; Prohibited and High-Risk Uses

Customer may not use the Services for unlawful, deceptive, abusive, infringing, discriminatory, harassing, threatening, exploitative, fraudulent, or spam-related purposes; to impersonate others; to transmit malware; to evade consent or carrier rules; to unlawfully collect data; or to interfere with service operation.

Unless separately approved in a signed writing, Customer may not use the Services for emergency dispatch or 911 replacement, clinical diagnosis or triage, medication decisions, legal advice or representation, financial or tax advice, lending, underwriting, insurance eligibility, employment eligibility, protected-class decisions, safety-critical systems, or any use where an error could foreseeably cause death, serious injury, unlawful discrimination, or material legal harm.

16. Suspension; Termination; Effect

BizAssistant.ai may suspend, limit, or terminate Services for non-payment, failed payment, chargeback, fraud risk, security risk, breach, unlawful or abusive use, excessive usage, carrier or vendor risk, threatened harm, government request, or discontinuation. Where practical, BizAssistant.ai will provide notice and an opportunity to cure; immediate action may be taken when reasonably necessary.

Either party may terminate an SOW for material breach not cured within 15 days after written notice. Customer may cancel month-to-month Services as stated in Section 6. Upon termination, access ends and accrued fees remain due. Provisions concerning payment, confidentiality, content rights, IP, disclaimers, liability, indemnity, disputes, and general terms survive.

17. Disclaimers and No Business-Outcome Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, INTEGRATIONS, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BIZASSISTANT.AI DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, UNINTERRUPTED OR ERROR-FREE OPERATION, AND RESULTS.

BizAssistant.ai does not warrant that every call will be answered or correctly handled; that every detail, consent, or appointment will be captured; that transfers, messages, calendars, or integrations will work; or that Customer will receive any minimum leads, appointments, conversion, revenue, savings, satisfaction, or compliance result.

18. Limitation of Liability; Contractual Claim Period

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIZASSISTANT.AI AND ITS AFFILIATES, OWNERS, PERSONNEL, CONTRACTORS, LICENSORS, AND VENDORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, MISSED CALLS, APPOINTMENTS, SERVICE INTERRUPTION, OR SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

THEIR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO BIZASSISTANT.AI FOR THE AFFECTED SERVICE DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM.

Any claim must be commenced within one year after accrual or is permanently barred, except where prohibited. These limits apply regardless of theory and even if a remedy fails of its essential purpose. They are an essential basis of the bargain.

19. Customer Indemnification

Customer will defend, indemnify, and hold harmless BizAssistant.ai and its affiliates, owners, officers, personnel, contractors, licensors, and vendors from third-party claims, investigations, penalties, fines, losses, liabilities, damages, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to Customer’s business; Customer Content; products or services; scripts, claims, or instructions; callers or customers; appointments; communications; violation of law or third-party rights; breach; or misuse of Output or the Services.

BizAssistant.ai will provide reasonable notice and cooperation. Customer may control the defense with qualified counsel but may not settle in a manner that admits fault by, imposes obligations on, or fails to fully release BizAssistant.ai without our prior written consent.

20. Informal Resolution; Arbitration; Class and Jury Waivers

A party must first send written notice describing the dispute and requested relief and allow 30 days for good-faith informal resolution. Notices to BizAssistant.ai must be emailed to [email protected].

Unresolved disputes will be finally resolved by one arbitrator under the Federal Arbitration Act and JAMS Comprehensive Arbitration Rules and Procedures. Arbitration may occur remotely or in San Diego County, California. The arbitrator may award individual remedies available in court but may not consolidate claims or preside over a class, collective, coordinated, or representative proceeding.

Either party may bring an eligible individual small claims action and may seek temporary or injunctive relief in court for unauthorized access, misuse, intellectual property, confidentiality, or security. If arbitration is unenforceable for a dispute, exclusive venue lies in the state and federal courts in San Diego County, California. Each party waives trial by jury to the maximum extent permitted by law.

21. General Terms

California law governs without regard to conflicts rules. The parties are independent contractors. Neither may bind the other, and no third party is a beneficiary.

BizAssistant.ai is not liable for delays or failures caused by events beyond reasonable control, including carrier or vendor failures, internet or utility outages, cyberattacks, labor disputes, government acts, natural disasters, epidemics, war, terrorism, and force majeure.

Customer may not assign the agreement without BizAssistant.ai’s written consent. BizAssistant.ai may assign it in connection with a merger, financing, reorganization, sale of assets, or transfer of the Services. Notices may be delivered electronically. If a provision is unenforceable, it will be modified minimally and the remainder remains effective. No waiver is effective unless written. Headings are for convenience.

The agreement is the entire agreement on its subject and supersedes prior discussions. Amendments must be in a signed writing or an updated online agreement accepted by Customer. Counterparts and electronic signatures are effective.