Smart Contact AI

Master Services Agreement

Smart Contact AI LLC · Version 2026-02-24

This Master Services Agreement ("MSA") is entered into between Smart Contact AI LLC, a Wyoming limited liability company ("Provider"), and the customer identified in the applicable Service Order Form ("Customer"). This MSA governs all services provided by Provider to Customer.

1. Definitions

"Services" means the AI platform, lead generation, advertising management, and related services described in the applicable Order Form.

"Customer Data" means all data, content, and information provided by or for Customer in connection with the Services.

"Order Form" means the Service Order Form executed by Customer that references this MSA.

2. Services

Provider will provide the Services described in the applicable Order Form. Provider reserves the right to modify or discontinue any Service with reasonable notice.

3. Customer Compliance Obligations

Customer is solely responsible for all regulatory compliance.

TCPA: Customer must obtain Prior Express Written Consent (PEWC) before sending marketing texts or placing calls. Violations carry penalties of $500–$1,500 per call or text.
DNC Compliance: Customer must scrub the National and applicable State Do-Not-Call registries every 31 days and maintain an internal DNC list.
A2P 10DLC: Customer must register all brands and campaigns with applicable carriers before sending SMS messages.
CAN-SPAM: Customer must include opt-out mechanisms, accurate headers, and a physical address in all commercial email.
GDPR / CCPA: Customer must comply with applicable data privacy regulations when handling data of EU or California residents.
Platform Policies: Customer must comply with Google Ads, Meta Ads, and carrier acceptable use policies.

4. Provider Disclaimers

No Guarantees: Provider makes NO guarantees regarding lead volume, lead quality, conversion rates, return on investment, ad performance, or any specific business outcomes.

No Third-Party Liability: Provider is NOT liable for carrier filtering or blocking, ad account suspensions, platform policy changes, third-party outages, or events outside Provider's reasonable control.

As-Is: Services are provided "AS IS" without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

5. Payment Terms

All fees are as specified in the Order Form. Customer authorizes Provider to charge all applicable fees automatically via the payment method on file. All fees are non-refundable unless expressly stated otherwise. Late payments accrue interest at 1.5% per month.

6. Term and Termination

The initial term is specified in the Order Form. Either party may terminate for material breach with 30 days written notice if the breach is not cured within that period. If Customer cancels during a committed term, Customer is liable for all remaining fees plus any applicable early termination penalties.

7. Intellectual Property

Provider owns: The platform, software, algorithms, methodologies, and all derivative works.
Customer owns: Customer Data and content provided by Customer to Provider.
AI Outputs: Customer owns outputs generated for Customer; Provider may use anonymized, aggregated data for platform improvements.

8. Confidentiality & Data Security

Both parties agree to protect Confidential Information with at least reasonable care.
Provider implements encryption, access controls, and industry-standard security measures.
In the event of a data breach caused by Provider, Provider will notify Customer within 72 hours.
Upon termination, Provider will make Customer Data available for export for 30 days and delete it within 60 days.

9. Limitation of Liability

Exclusion of Damages: Neither party will be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, loss of data, or loss of goodwill, even if advised of the possibility of such damages.

Liability Cap: Each party's total cumulative liability arising out of or related to this MSA will not exceed the greater of: (a) the total fees paid by Customer in the 12 months preceding the claim, or (b) $10,000.

Exceptions: The liability cap does not apply to: (i) indemnification obligations; (ii) gross negligence or willful misconduct; (iii) fraud; or (iv) payment obligations. Claims relating to data breaches or intellectual property infringement are capped at 24 months of fees.

10. Indemnification

Customer indemnifies Provider against third-party claims arising from: TCPA violations, lack of consent, regulatory non-compliance, Customer Data, or Customer's use of the Services.

Provider indemnifies Customer against third-party claims arising from: infringement of third-party intellectual property by the platform, Provider's gross negligence or fraud, or data breaches caused by Provider.

11. General Provisions

Governing Law: This MSA is governed by the laws of the State of Wyoming. Disputes will be resolved in Laramie County, Wyoming.
Dispute Resolution: Parties will first attempt good-faith negotiation (30 days). Unresolved disputes will be submitted to binding arbitration under AAA Commercial Rules. Court action is available only for injunctive relief or collection of undisputed amounts.
Class Action Waiver: All disputes must be resolved on an individual basis. Class or collective actions are not permitted.
Force Majeure: Neither party is liable for delays caused by events beyond their reasonable control.
Assignment: Customer may not assign this MSA without Provider's prior written consent. Provider may assign to an affiliate or in connection with a merger or acquisition.
Entire Agreement: This MSA and the applicable Order Form constitute the entire agreement between the parties and supersede all prior agreements regarding the subject matter.
Severability: If any provision is found unenforceable, the remaining provisions continue in full force.

Smart Contact AI LLC · Tempe, AZ · smartcontact.software