Master Service Agreement

1. Parties and Agreement

This Agreement is entered into between:

Together, VoiceAgent and Customer are referred to as the “Parties.” This Agreement, together with any Order Forms, addenda, and the Terms of Service and Privacy Policy, constitute the entire agreement between the Parties regarding the Service.

2. Services Provided

VoiceAgent will provide the Customer with access to its AI voice agent platform (the “Service”) as described in the applicable Order Form or subscription plan selected by Customer. The Service includes:

• →Access to the VoiceAgent web platform and API for configuring, deploying, and managing AI voice agents.
• →Inbound and outbound voice call processing using AI-driven natural language understanding and voice synthesis.
• →Real-time call transcription and post-call analytics via the dashboard.
• →Webhook and API integrations with Customer’s existing systems.
• →Customer support as specified in Section 3 (SLA).

VoiceAgent may subcontract portions of the Service to third-party sub-processors (Twilio, Microsoft Azure, Supabase, Stripe) in accordance with the Data Processing Agreement in Section 7. VoiceAgent remains responsible for the performance of such sub-processors.

3. Service Level Agreement (SLA)

VoiceAgent commits to the following service levels:

Downtime Definition

“Downtime” means any period during which the Service is unavailable and unresponsive to Customer’s users, as measured by VoiceAgent’s monitoring systems. Downtime excludes: (a) scheduled maintenance windows announced at least 24 hours in advance; (b) downtime caused by Customer’s acts or omissions; (c) downtime caused by force majeure events; and (d) downtime caused by third-party services outside VoiceAgent’s reasonable control.

SLA Credits

If VoiceAgent fails to meet the uptime commitment in any calendar month, Customer may request a service credit equal to 5% of the monthly fee for each 0.1% of uptime below 99.9%, up to a maximum credit of 30% of the monthly fee. Credits must be requested within 30 days of the end of the affected month and will be applied to a future invoice. Credits are Customer’s sole and exclusive remedy for uptime failures.

4. Customer Obligations

Customer agrees to:

• →Use the Service only in accordance with applicable laws and regulations, including telecommunications laws (TCPA, GDPR, CASL, or equivalents in Customer’s jurisdiction).
• →Obtain all necessary consents from call participants before recording calls or processing their voice data through the Service.
• →Maintain the security of account credentials and promptly notify VoiceAgent of any unauthorized access.
• →Not use the Service to conduct spam calls, impersonate others, or engage in any activity that violates VoiceAgent’s Acceptable Use Policy.
• →Provide accurate account and billing information and keep it up to date.
• →Cooperate reasonably with VoiceAgent in connection with any security incident or compliance investigation.

5. Fees and Payment Terms

Fees

Customer agrees to pay the fees specified in the Order Form or applicable subscription plan. Fees are quoted in US Dollars unless otherwise agreed. All fees are exclusive of taxes unless stated otherwise.

Payment Terms

Fees for subscription plans are due in advance at the start of each billing period. Usage-based fees (e.g., minutes overage) are billed in arrears at the end of each billing period. All invoices are payable within 30 days of the invoice date. Invoices not paid within 30 days will accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower).

Price Changes

VoiceAgent may modify fees with 30 days’ written notice to Customer. Price changes will take effect at the start of Customer’s next billing period following the notice period. Customer’s continued use of the Service after the effective date constitutes acceptance of the new fees.

Suspension for Non-Payment

VoiceAgent may suspend access to the Service if any undisputed payment is more than 15 days overdue, upon providing Customer with at least 5 business days’ written notice of the intent to suspend.

6. Confidentiality

“Confidential Information” means any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Mutual Obligations

Each Party agrees to: (a) keep the other Party’s Confidential Information strictly confidential; (b) use it only for purposes of performing or receiving the Service under this Agreement; (c) disclose it only to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (d) protect it using reasonable security measures, and no less than the same care used to protect its own confidential information.

Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was rightfully known to the receiving Party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving Party gives the disclosing Party prompt written notice to allow it to seek a protective order.

Duration

Confidentiality obligations survive termination of this Agreement for a period of five (5) years. Obligations with respect to trade secrets survive indefinitely.

7. Data Processing Agreement (DPA)

To the extent Customer submits personal data to VoiceAgent for processing as part of the Service, this section summarizes the key data processing terms. Customers requiring a full DPA may request one at legal@usvoiceagent.com.

• →Roles. Customer is the data controller; VoiceAgent is the data processor for personal data included in calls and Customer Data.
• →Processing Instructions. VoiceAgent processes Customer Data only on Customer’s documented instructions and as necessary to provide the Service.
• →Sub-processors. VoiceAgent will maintain a list of authorized sub-processors (Twilio, Microsoft Azure, Supabase, Stripe) and provide Customer with 30 days’ notice before adding new sub-processors.
• →Security. VoiceAgent implements appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or destruction.
• →Data Breach Notification. VoiceAgent will notify Customer without undue delay (and within 72 hours where feasible) after becoming aware of a personal data breach affecting Customer Data.
• →Data Subject Rights. VoiceAgent will assist Customer in responding to data subject rights requests under applicable data protection law.
• →Return and Deletion. Upon termination, VoiceAgent will, at Customer’s election, return or delete all Customer Data within 30 days, subject to legal retention requirements.

8. Warranties and Disclaimers

VoiceAgent Warranties

VoiceAgent warrants that: (a) it has the right and authority to enter into this Agreement; (b) the Service will perform materially in accordance with the applicable documentation during the subscription term; and (c) it will provide the Service using commercially reasonable skill and care.

Customer Warranties

Customer warrants that: (a) it has the right and authority to enter into this Agreement; (b) it has obtained all necessary consents and permissions to process personal data through the Service; and (c) its use of the Service will comply with all applicable laws.

Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” AND VOICEAGENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VOICEAGENT DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED.

9. Limitation of Liability

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF VOICEAGENT TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO VOICEAGENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations of liability set forth in this section will apply regardless of the form of the claim (whether in contract, tort, strict liability, or otherwise) and will apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. The foregoing limitations will not apply to either Party’s obligations under Section 6 (Confidentiality), Section 10 (Indemnification), or damages arising from gross negligence or willful misconduct.

10. Indemnification

VoiceAgent Indemnification

VoiceAgent will defend Customer against any third-party claim alleging that the Service, as provided by VoiceAgent and used in accordance with this Agreement, infringes any third-party intellectual property right, and will pay any damages finally awarded against Customer arising from such claim. This obligation does not apply if the alleged infringement results from Customer’s modification of the Service, use outside the scope of this Agreement, or combination with third-party products.

Customer Indemnification

Customer will defend VoiceAgent against any third-party claim arising from: (a) Customer’s use of the Service in violation of applicable law or this Agreement; (b) Customer’s Customer Data, including any claim that Customer’s processing of personal data violated applicable data protection law; or (c) Customer’s breach of any representation or warranty in this Agreement.

11. Term and Termination

Term

This Agreement commences on the date Customer accepts it and continues for the subscription term specified in the Order Form or selected plan. Unless otherwise stated, subscriptions automatically renew for successive periods equal to the initial term unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice specifying the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, liquidator, or similar officer appointed over all or a substantial part of its assets.

Effect of Termination

Upon termination or expiration: (a) all licenses granted herein will immediately terminate; (b) each Party will promptly return or destroy the other Party’s Confidential Information; and (c) VoiceAgent will make Customer Data available for export for 30 days, after which it will be deleted. All accrued payment obligations survive termination. Sections 6, 7, 8, 9, 10, 12, and 13 survive termination or expiration of this Agreement.

12. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles.

Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any dispute arising out of or relating to this Agreement. Each Party waives any objection to the laying of venue of any such proceedings in such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover reasonable attorneys’ fees and costs.

13. Entire Agreement

This Agreement, together with all Order Forms and addenda incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to that subject matter.

No waiver of any provision of this Agreement will be effective unless it is in writing signed by both Parties. No waiver will be construed as a waiver of any other or subsequent breach. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

Neither Party may assign this Agreement without the prior written consent of the other Party, except that VoiceAgent may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice to Customer.