Master Service Agreement

This Master Service Agreement (“Agreement”) is entered into as of the Effective Date set forth in the applicable Statement of Work (“SOW”), by and between Magnex AI (“Company”) and the client identified in the applicable SOW (“Client”). Together, Company and Client are referred to as the “Parties.”

1. Services

1.1 Scope. Company will provide AI automation consulting and deployment services as described in one or more Statements of Work executed under this Agreement. Each SOW is incorporated by reference and forms part of this Agreement. In the event of a conflict between this Agreement and a SOW, the SOW controls with respect to the specific engagement.

1.2 Change Orders. Any changes to scope, timeline, or deliverables must be agreed upon in a written change order signed by both Parties before work begins. Verbal agreements regarding scope are not binding.

1.3 Subcontractors and Tools. Company may use subcontractors, AI model providers, and third-party platforms (including voice, SMS, CRM, and calendar integrations) to deliver services. Company remains responsible for the performance of any subcontractors it engages.

1.4 Deployment Timeline. Deployment timelines set out in an SOW are estimates contingent on timely Client cooperation, including provision of credentials, data access, workflow approvals, and testing participation. Delays caused by Client do not trigger any right to refund or fee reduction.

2. Client Responsibilities

2.1 Cooperation. Client will provide timely access to required systems, credentials, data, content, and personnel necessary for Company to perform the services.

2.2 Data Accuracy. Client is responsible for the accuracy, completeness, and legality of all data, instructions, CRM records, customer lists, and workflow information provided to Company.

2.3 Regulatory Compliance. Client is responsible for compliance with all laws applicable to their business, industry, and customer base, including but not limited to the Telephone Consumer Protection Act (TCPA), FCC regulations, state consumer protection laws, and applicable data protection laws.

2.4 Customer Consents. Client represents and warrants that it has obtained all legally required consents from its customers for calls, SMS messages, AI-generated voice communications, recordings, and automated outreach before any such communication is initiated through Company’s systems.

2.5 Human Oversight. Client acknowledges that AI-generated outputs, including lead scores, call summaries, booking confirmations, and workflow actions, may be incomplete or inaccurate. Client is responsible for maintaining appropriate human oversight for any business-critical, regulated, financial, legal, or safety-related decisions.

3. Fees and Payment

3.1 Fees. Client agrees to pay the fees set out in the applicable SOW. All fees are in US dollars unless otherwise stated.

3.2 Setup and Onboarding Fees. Where applicable, a one-time setup or onboarding fee is due upon execution of the SOW. Setup fees are non-refundable unless Company fails to commence work within 30 days of the scheduled start date.

3.3 Recurring Fees. Monthly retainer or subscription fees are due on the date specified in the SOW. Company will invoice Client in advance of each billing period.

3.4 Payment Terms. Invoices are due within 14 days of the invoice date unless otherwise agreed in the SOW. Late payments accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower.

3.5 Suspension for Non-Payment. Company reserves the right to suspend services after 14 days of non-payment following written notice to Client. Suspension does not relieve Client of the obligation to pay all accrued fees.

3.6 Third-Party Costs. Fees for third-party software, platforms, APIs, or services (including voice minutes, SMS costs, CRM licenses, and AI API usage) are either (a) included in the SOW as a fixed estimate, or (b) passed through to Client at cost. Company will notify Client of material changes to third-party costs.

3.7 Taxes. All fees are exclusive of applicable taxes. Client is responsible for any sales, use, or similar taxes applicable to services purchased.

4. Term and Termination

4.1 Term. This Agreement begins on the Effective Date and continues until terminated by either Party or until the expiration of all active SOWs, whichever is later.

4.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience by providing 30 days’ written notice. Client remains responsible for all fees incurred through the end of the notice period.

4.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 10 business days of written notice describing the breach.

4.4 Effect of Termination. Upon termination, Company will cease performing services and provide Client with a data export of client-owned data within 30 days of termination. Company will retain Client data for a minimum of 90 days post-termination before secure deletion, unless applicable law requires longer retention.

5. Intellectual Property

5.1 Company IP. Company retains all rights to its proprietary methodologies, tools, frameworks, templates, and pre-existing intellectual property used in delivering services.

5.2 Client IP. Client retains all rights to its own data, customer information, branding, and business content.

5.3 Deliverables. Custom workflows, automation configurations, and agent setups built specifically for Client under an SOW are owned by Client upon receipt of full payment for that SOW. Ownership does not include any underlying Company tools, platforms, or third-party services used to deliver the work.

6. Confidentiality

6.1 Obligations. Each Party agrees to keep confidential all non-public information of the other Party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each Party will use the other’s confidential information only to perform its obligations under this Agreement.

6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure without restriction; (c) is independently developed by the receiving Party without reference to the disclosing Party’s confidential information; or (d) is required to be disclosed by law or court order, provided the receiving Party gives prompt prior written notice to the disclosing Party.

6.3 Duration. Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

7. AI and Automation Disclaimers

AI-generated outputs, including but not limited to lead scores, call summaries, booking confirmations, SMS content, CRM updates, and owner briefs, are provided to assist Client operations and are not guaranteed to be accurate, complete, or suitable for any specific purpose. Client is responsible for reviewing and validating AI-generated outputs before relying on them for business decisions.

Performance benchmarks, response times, and automation metrics described in SOWs are targets based on typical conditions and are not guaranteed minimums. Actual performance may vary based on third-party platform availability, data quality, and other factors outside Company’s control.

8. Results and Performance

Company makes no guarantee of specific business outcomes, including but not limited to revenue recovered, leads converted, calls answered, or bookings generated. Results depend on factors outside Company’s control, including market conditions, data quality, client cooperation, and third-party platform performance.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Company’s total aggregate liability to Client for all claims arising under or related to this Agreement or any SOW shall not exceed the total fees paid by Client to Company in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall either Party be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, loss of data, or business interruption, even if advised of the possibility of such damages.

Company is not liable for any loss, damage, or claim arising from third-party platform outages, API changes, or service interruptions by vendors including telephony providers, SMS gateways, CRM platforms, calendar services, and AI model providers.

10. Indemnification

Client agrees to indemnify, defend, and hold harmless Company, its officers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from: (a) Client’s breach of this Agreement; (b) Client’s violation of applicable law; (c) Client’s failure to obtain required customer consents for communications; (d) any third-party claim arising from data or content Client provides to Company; or (e) any unauthorized use of Company’s systems by Client or Client’s personnel.

11. Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, government actions, labor disputes, cyberattacks, third-party platform outages, telecommunications failures, or other events outside the affected Party’s reasonable control. The affected Party will provide prompt written notice and use reasonable efforts to resume performance.

12. Representations and Warranties

Each Party represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) its execution and performance of this Agreement do not violate any other agreement or obligation; and (c) it will comply with all applicable laws in connection with this Agreement.

Client additionally represents and warrants that: (a) it has obtained all required customer consents for communications; (b) all data provided to Company is lawfully obtained; and (c) use of Company’s services will not violate any applicable law or third-party rights.

13. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the United States, without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the applicable federal courts of the United States.

Before initiating litigation, the Parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days following written notice of the dispute. If the dispute cannot be resolved through negotiation, either Party may seek relief through the courts.

14. Dispute Resolution

Before initiating litigation, the Parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days following written notice of the dispute. If the dispute cannot be resolved through negotiation, either Party may seek relief in the applicable federal courts of the United States as specified in Section 13.

15. General Provisions

15.1 Entire Agreement. This Agreement, together with all SOWs and any Data Processing Addendum, constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, and understandings relating to its subject matter.

15.2 Amendment. This Agreement may only be amended by a written document signed by authorized representatives of both Parties.

15.3 Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

15.4 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force and effect.

15.5 Notices. Notices under this Agreement shall be sent by email to the addresses specified in the SOW, with confirmation of receipt, or by certified mail to the Party’s principal place of business.

15.6 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

Questions about this Agreement should be sent to hello@magnexai.com.