Master Service Agreement

Terms governing AI voice agent services provided to clients

Effective Date: 8 May 2026 · Version 1.0

1.Parties and Acceptance

This Master Service Agreement ("Agreement") is entered into between A.I. In Team, operated by Steven Lewis as a sole proprietor or registered Washington business entity, with its principal place of business in Kitsap County, Washington ("Provider" or "we"), and the customer identified at checkout or on the related invoice ("Client" or "you"). Acceptance of this Agreement occurs when Client completes payment for any Service through Provider's Stripe checkout, executes a Statement of Work, or otherwise begins receiving Services.

2.Services

Provider builds, deploys, and operates AI-powered voice agents that handle inbound telephone calls on behalf of Client's business ("Services"). Services include:

• Setup: One-time configuration, knowledge-base build, calendar integration, voice and tone tuning, test calls, and live deployment of a custom agent for Client's business.
• Monthly retainer: Ongoing operation of the deployed agent, including hosting via Provider's chosen voice AI platform, ongoing prompt and knowledge-base tuning, light operational support, and routine adjustments based on Client feedback.
• Optional add-ons: Voice cloning, multilingual configuration, and HIPAA-compliant configuration (each subject to additional fees and, where applicable, a separate consent form).

The specific scope of Services for each Client is detailed at checkout, in the related invoice, or in a Statement of Work agreed by both parties. Provider reserves the right to use third-party platforms (including but not limited to Retell AI, Cal.com, Stripe, Hostinger, Google) to deliver Services.

3.Fees and Payment

Setup fee: Charged once at the start of engagement. Non-refundable except where Provider has materially failed to deliver as described.

Monthly retainer: Charged monthly via Stripe subscription, beginning on or near the date the agent goes live, and continuing each month until cancellation.

Add-ons: Charged as one-time fees at engagement start or as agreed in writing.

Taxes: All fees are exclusive of applicable state and local sales taxes. Washington-based clients will be charged Washington retail sales tax in accordance with Washington Department of Revenue rules. Out-of-state clients may be subject to taxes in their own jurisdictions.

Payment method: Payment is processed via Stripe. Client is responsible for keeping payment information current. Failed payments will be retried per Stripe's standard retry schedule. Persistently failed payments may result in service suspension or termination.

Late payment: If a monthly retainer payment fails and is not resolved within 14 days, Provider may suspend Services until payment is restored. Setup fees are due in full prior to agent build commencing.

4.Term, Cancellation, and Effect of Termination

Term: This Agreement begins on the Effective Date for Client (the date Client first pays for Services) and continues on a month-to-month basis until cancelled by either party.

Cancellation by Client: Client may cancel at any time, for any reason, by notifying Provider in writing (email is sufficient). No advance notice is required. Cancellation takes effect immediately, and no further monthly charges will occur.

Cancellation by Provider: Provider may terminate this Agreement with 30 days' written notice, or immediately if Client materially breaches this Agreement (including non-payment, prohibited use under Section 9, or fraudulent activity).

Effect of termination: Upon termination by either party:

• Provider will deactivate the deployed agent within 24 hours.
• Provider will export Client's call data (transcripts, call logs, summaries) as a CSV file and email it to Client within 48 hours, at no charge.
• Setup fees and monthly retainer fees already collected are non-refundable, except at Provider's discretion in cases of demonstrable Provider non-performance.
• Client must independently disable any call forwarding configured on Client's business line.
• Provider will retain Client data for 90 days post-termination in case Client wishes to resume Services or request additional exports, after which Provider may delete it.

5.Data Ownership and Privacy

Client owns Client Data. All call recordings, call transcripts, post-call summaries, customer information collected by the agent, and other data captured through the operation of the agent on Client's behalf ("Client Data") are the exclusive property of Client.

Limited license to Provider. Client grants Provider a limited, non-exclusive license to use Client Data solely to: (a) provide the Services; (b) improve and tune Client's agent; (c) deliver Client Data to Client; and (d) comply with applicable law. Provider will not sell Client Data, share it with third parties for marketing purposes, or use it to train AI models for purposes outside the scope of providing Services to Client.

Privacy compliance. Provider will use commercially reasonable efforts to protect Client Data against unauthorized access. Provider's underlying voice AI platform (Retell) is SOC 2 Type II certified, HIPAA-ready, and GDPR-compliant; Provider relies on these certifications for the security infrastructure of Services.

End-customer privacy. Client is responsible for ensuring its own customers' privacy expectations are met, including any required notices that calls will be answered by an AI and may be recorded. Provider's standard agent script includes an AI disclosure and a recording disclosure within the first sentence of every call.

6.Intellectual Property

Provider IP. Provider retains all rights, title, and interest in: the underlying agent prompt template structure; Provider's proprietary configurations, integrations, and workflows; Provider's brand, logos, and trademarks; and any general improvements developed across the platform.

Client IP. Client retains all rights, title, and interest in: Client's business name, logos, services, and brand; Client's website content and knowledge base inputs; Client's customer data; and Client's voice (where voice cloning is used, subject to a separate Voice Cloning Consent Form).

Mutual license. Client grants Provider a license to display Client's name and brand within the agent's responses to callers, solely for the purpose of operating Services. Provider grants Client a license to access and use the agent during the term of this Agreement.

Case studies and testimonials. Provider may, with Client's prior written consent (email is sufficient), use Client's name and a high-level description of results in marketing materials. Client may revoke this consent at any time, after which Provider will remove Client references from new marketing materials going forward.

7.Voice Cloning

If Client purchases the voice cloning add-on, the person whose voice is being cloned (whether Client themself or a designated party) must execute a separate Voice Cloning Consent Form before Provider performs the cloning. The consent form is non-negotiable and is required by law and by Provider's voice AI platform.

Voice clones created under this Agreement are limited in use to the operation of Client's specific deployed agent. Provider will not use the voice clone for any other purpose, will not share or distribute it, and will permanently destroy the clone upon termination of this Agreement or upon written request from the consenting party, whichever occurs first.

8.Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in the course of this engagement ("Confidential Information"), including but not limited to business strategies, customer lists, pricing, technical configurations, and operational data. Confidential Information may only be used to perform obligations under this Agreement.

Confidentiality obligations survive termination of this Agreement for three (3) years.

Confidential Information does not include information that is publicly known, independently developed, or required to be disclosed by law (with reasonable advance notice to the other party where lawful).

9.Acceptable Use and Compliance

Client agrees that Services will be used only for legitimate inbound business purposes. Client specifically agrees:

• Not to use the Services for outbound automated calling (commonly known as "robocalls") unless Client has independently obtained proper consent from each call recipient under the Telephone Consumer Protection Act ("TCPA") and any applicable state laws. The Services are designed and licensed for inbound use only.
• Not to use the Services to impersonate, defraud, harass, or deceive callers.
• Not to use the Services to handle calls relating to topics requiring specialized regulatory compliance (e.g., healthcare, financial advice, legal services) unless the appropriate add-on configuration (such as HIPAA configuration) has been purchased and a separate compliance agreement is in place.
• To comply with all federal, state, and local laws applicable to Client's business and Client's communications with its customers.

Provider reserves the right to suspend or terminate Services immediately upon evidence of breach of this Section 9, with no refund of fees paid.

10.Disclaimers; No Warranty

Services are provided "as is" and "as available," without warranty of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Provider makes no guarantee of specific business outcomes (including but not limited to call answer rates, booking conversion rates, customer satisfaction scores, or revenue impact).

AI voice agents are inherently probabilistic systems and may occasionally produce unexpected, inaccurate, or incomplete responses. Provider will use commercially reasonable efforts to maintain agent quality, but does not warrant that the agent will be free of all errors or interruptions.

Provider is dependent on third-party services (including Retell AI, Cal.com, Stripe, telephony carriers, and others) for delivery of Services. Provider is not liable for outages, errors, or service interruptions caused by these third-party services.

11.Limitation of Liability

To the maximum extent permitted by applicable law:

• Provider's total cumulative liability arising out of or relating to this Agreement, regardless of legal theory, shall not exceed the total fees actually paid by Client to Provider in the twelve (12) months preceding the event giving rise to the claim.
• Neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.
• The limitations in this Section 11 do not apply to: (a) Client's payment obligations; (b) breaches of Section 8 (Confidentiality); (c) breaches of Section 9 (Acceptable Use); or (d) liability that cannot be limited under applicable law.

12.Indemnification

Client indemnification. Client agrees to indemnify, defend, and hold harmless Provider from and against any claims, damages, losses, costs, or expenses (including reasonable attorney's fees) arising out of: (a) Client's breach of Section 9 (Acceptable Use); (b) Client's misuse of Services for unauthorized outbound calling or other regulatory violations; (c) Client's breach of applicable laws or third-party rights; or (d) the content of Client's knowledge base or instructions provided to Provider.

Provider indemnification. Provider agrees to indemnify Client against third-party claims arising from Provider's gross negligence or willful misconduct in delivering Services.

13.Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Washington, without regard to conflict-of-laws principles. The federal and state courts located in Kitsap County, Washington shall have exclusive jurisdiction for any dispute arising under this Agreement, except where the parties mutually agree to alternative dispute resolution as set forth below.

Step 1 — Direct negotiation. The parties shall first attempt to resolve any dispute through good-faith direct discussion for at least 14 days.

Step 2 — Mediation. If unresolved, the parties shall attempt mediation through a mutually agreed mediator in Washington state.

Step 3 — Arbitration or court. If mediation fails, either party may pursue binding arbitration in Washington state under JAMS rules, or proceed to court in Kitsap County. The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees and costs.

14.Miscellaneous

Entire Agreement. This Agreement, together with any related Voice Cloning Consent Form, Statement of Work, or invoice, constitutes the entire agreement between the parties regarding the subject matter, superseding all prior discussions and agreements.

Amendments. Provider may amend this Agreement from time to time by posting an updated version at aiinteam.com/terms and notifying Client by email. Continued use of Services after notice constitutes acceptance. Material changes affecting Client's rights or obligations will be communicated at least 30 days in advance.

Assignment. Client may not assign this Agreement without Provider's prior written consent. Provider may assign this Agreement to a successor in interest in connection with a sale, merger, or reorganization of its business.

Force majeure. Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control (e.g., natural disasters, war, internet outages, pandemic, government action), provided the affected party gives prompt notice.

Severability. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force.

No waiver. Failure to enforce any provision shall not constitute a waiver of that provision or any other.

Notices. Notices to Provider shall be sent to steven@aiinteam.com. Notices to Client shall be sent to the email address on file with Stripe at the time of last payment.

Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship.

Electronic acceptance. Acceptance of this Agreement by completing a Stripe checkout transaction or by clicking an "I agree" or similar mechanism has the same legal effect as a wet-ink signature.