Master Services Agreement.

means an AI-powered conversational interface (avatar, chat, voice, or hybrid) configured, hosted, and maintained by Provider on behalf of Client.

means the full record of any interaction between an end-user and an Agent, including transcripts, timestamps, session metadata, sentiment markers, intent classifications, and any derived analytical signal.

means Conversational Data from which all direct identifiers (name, email, phone, address, IP address, device fingerprint, account identifier) have been irreversibly removed using industry-standard anonymization techniques, such that the resulting data cannot reasonably be used to identify a natural person.

means statistical, structural, or analytical output derived from Anonymized Data across two or more clients or sessions, presented in a form that does not identify any individual end-user or Client.

means non-public information disclosed by Client to Provider that is marked confidential or that a reasonable person would understand to be confidential, including pricing, customer lists, product roadmaps, and proprietary brand assets. Client Confidential Information expressly excludes Anonymized Data and Aggregated Data.

means the software, models, infrastructure, integrations, prompt engineering, knowledge base architecture, and analytical tooling used by Provider to deliver the Services, including any improvements, derivative works, and analytical outputs.

means the design, configuration, deployment, hosting, monitoring, optimization, and reporting of one or more Agents as described in an applicable Statement of Work or Order Form.

This Agreement begins on the Effective Date and continues for an initial term of twelve (12) months, automatically renewing for successive twelve (12) month periods unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

Either party may terminate this Agreement upon thirty (30) days’ written notice for material breach not cured within that period.

Sections 1 (Definitions), 7 (Intellectual Property), 8 (Data Rights), 9 (Confidentiality), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 14 (General) survive termination.

Client retains all right, title, and interest in and to (a) its trademarks, brand assets, product information, and customer lists provided to Provider; and (b) its end-user lists and customer relationship data outside of the Agent context.

Provider retains all right, title, and interest in and to the Provider Platform, including all improvements, modifications, derivative works, training methodologies, prompt libraries, model fine-tunings, analytical methods, and tooling, whether or not developed in connection with this Agreement.

Any feedback, suggestions, or ideas provided by Client regarding the Provider Platform may be used by Provider without restriction and without obligation to Client.

Provider grants Client a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Agent solely as contemplated by this Agreement and the applicable Order Form.

As between the parties, Provider owns all Conversational Data generated by Agents operated by Provider. Client acknowledges that Conversational Data is produced by Provider’s technical infrastructure, prompted by Provider-engineered systems, and processed by Provider-licensed third-party models, and accordingly is not Client work product.

Provider grants Client a perpetual, non-exclusive, royalty-free license to access and use Conversational Data originating from Agents deployed on Client’s properties for Client’s internal business analytics, sales operations, and customer relationship management.

Client grants Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable right and license to:

• (a) collect, store, process, structure, tag, classify, and analyze Conversational Data;
• (b) create Anonymized Data from Conversational Data;
• (c) create Aggregated Data from Anonymized Data;
• (d) use Anonymized Data and Aggregated Data for any lawful purpose, including without limitation: improving the Provider Platform; training, fine-tuning, and evaluating machine learning models; producing benchmarking studies and industry reports; publishing research, white papers, and commentary; licensing data products to third parties (including manufacturers, investors, publishers, governmental and academic institutions, and AI model providers); and developing new products and services;
• (e) retain Anonymized Data and Aggregated Data indefinitely, including after termination of this Agreement, with no obligation of return or deletion.

Provider will apply commercially reasonable anonymization techniques designed so that Anonymized Data cannot, by reasonable means available to Provider or to its licensees, be used to identify any natural person or to identify Client. Provider will not attempt to re-identify any individual whose data has been anonymized, and will contractually prohibit its licensees from doing so.

Aggregated Data published or licensed by Provider will not identify Client by name without Client’s prior written consent, except (a) in the form of Client’s logo in standard customer attribution lists permitted under Section 13.2, or (b) where required by law.

This Section 8 survives termination of this Agreement indefinitely. The rights granted to Provider under Section 8.3 are not affected by termination or expiration.

Each party will protect the other party’s Confidential Information using at least the same care it uses for its own confidential information of like kind, and in no event less than reasonable care.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was already known to the receiving party without confidentiality obligation; (c) is independently developed; or (d) is rightfully received from a third party without confidentiality obligation.

For the avoidance of doubt, Anonymized Data and Aggregated Data are not Client Confidential Information, and Provider’s use of such data under Section 8.3 is not a breach of this Section 9.

Each party warrants that it has the right and authority to enter this Agreement.

Provider warrants that the Services will be performed in a professional and workmanlike manner. Client’s exclusive remedy for breach of this warranty is re-performance of the deficient Service.

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND PROVIDER PLATFORM ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE AGENT WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL ACHIEVE ANY SPECIFIC SALES OR CONVERSION OUTCOME.

EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, (C) WILLFUL MISCONDUCT, AND (D) AMOUNTS OWED UNDER THE AGREEMENT, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

Provider will defend Client against third-party claims that the Provider Platform, as delivered by Provider, infringes a third party’s U.S. patent, copyright, or trademark, and will indemnify Client for damages and reasonable attorneys’ fees awarded against Client by a court of competent jurisdiction or paid in settlement approved by Provider.

Client will defend Provider against third-party claims arising from (a) Client materials provided to Provider; (b) Client’s use of the Agent in violation of this Agreement; or (c) Client’s failure to display required end-user disclosures.

Provider will not publicly identify Client as a customer without Client’s prior written consent.

If Client provides written consent (which may be given by check-box in an Order Form), Provider may include Client’s name and logo in standard customer attribution lists on its website and pitch materials.

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles.

Any dispute arising out of or relating to this Agreement will be submitted to confidential arbitration administered by JAMS under its Comprehensive Arbitration Rules, seated in Miami-Dade County, Florida, before a single arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction. The parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida for any matters not subject to arbitration.

Neither party may assign this Agreement without the other party’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, subject to the assignee’s written assumption of all obligations.

This Agreement, together with any executed Order Forms, the DPA (when annexed), and any exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, and communications, written or oral, regarding its subject matter.

No modification is effective unless in writing and signed by both parties.

If any provision is held invalid, the remaining provisions remain in effect.

Notices must be in writing and sent to the addresses on the signature block (or such other address as a party may designate), and are effective on receipt for personal delivery or confirmed email, or three business days after deposit for postal mail.