Customer Service Agreement

Crafted Workspace AI | Business-to-business subscription

Draft version: October 6, 2026. Effective date: the date Client affirmatively accepts this Agreement at checkout or signs an Order referencing it.

DRAFT — NOT FOR PUBLICATION OR SIGNATURE UNTIL REVIEWED. Complete bracketed fields, verify the processing commitments in Schedule A against actual vendor terms and settings, and obtain legal review. These are proposed contract terms, not a certification of current operations. Remove this notice only after approval.

Provider: Justin David Walker, a sole proprietor, doing business as Crafted Workspace AI ("Provider," "we," "us"). Business mailing address: postal address available on request at craftedworkspace1@gmail.com. Support, cancellation and legal notices: craftedworkspace1@gmail.com.

Client: the business identified in the accepted checkout, order form or statement of work (each, an "Order"). The individual accepting represents that they are at least 18 and authorized to bind Client. This service is offered for business purposes, not personal, family or household use.

Key subscription terms

Recurring billing: The first monthly charge is due at checkout and covers onboarding and the initial monthly service period; it is not delayed until installation. The subscription renews automatically each month until canceled. An accepted promotion changes the amount charged as disclosed at checkout.

Included without separate charges: standard setup, standard installation, and ongoing management described below. There are no per-chat fees. Free setup is not a free subscription trial.

Cancel anytime: use the online cancellation mechanism provided with the subscription or email craftedworkspace1@gmail.com. Cancellation stops future renewals and ordinarily takes effect at the end of the current paid period. No early-cancellation penalty or repayment of free setup applies. The refund exceptions in Section 8 remain available.

14-day money-back guarantee: cancel a new subscription within 14 days after the initial charge for a full refund of the first monthly fee (Section 8.3).

Core scope: website text chat, business-information responses, collection of visitor-provided name/email/phone and inquiry details, and configured inquiry routing. Telephone answering, guaranteed appointments, SMS campaigns and emergency dispatch are not included.

1. Agreement and order of precedence

1.1 This Agreement, its Schedule A, and the accepted Order comprise the subscription contract. The Order must identify Client, the plan, the actual recurring price, any promotion, and the billing frequency. Approved websites and routing destinations may be documented during onboarding before deployment. Separate client legal entities must be identified and authorized; a Business subscription is not an unrestricted resale license.

1.2 A negotiated, signed amendment controls only the provisions it expressly changes. An agreed data-processing addendum controls conflicting personal-data provisions. The Order controls plan selection, quantities, disclosed price and expressly identified special scope; otherwise this Agreement controls. Purchase-order boilerplate does not change the Agreement without Provider's written acceptance. Website Terms of Use govern the public website, not the paid Services. The Privacy Policy provides transparency and does not expand either party's permitted data uses beyond this Agreement or applicable law.

1.3 Client's affirmative electronic acceptance or signature is required; merely receiving marketing material does not enroll Client. Provider may reject an unsupported or unlawful Order and refund amounts collected for Services it will not provide. Provider will provide a retainable confirmation of accepted subscription terms and cancellation instructions.

2. Included Services

2.1 Provider will use commercially reasonable efforts to configure and manage the following services ("Services") using third-party AI, hosting and related technology: (a) a website-embedded text-chat assistant; (b) a knowledge base assembled from Client-approved business information; (c) responses to ordinary visitor questions about that information; (d) collection and basic categorization of visitor-supplied contact and inquiry details; and (e) routing through the supported notification method identified during onboarding, ordinarily an email notification to Client's designated recipient. Routing means attempting electronic delivery, not confirming receipt or a response by a person.

2.2 Standard setup includes initial configuration, ordinary branding adjustments supported by the platform, initial knowledge ingestion, a reasonable functional test, and installation of the standard embed snippet on compatible Client-authorized websites. One distinct website at an approved domain or subdomain counts as one website; equivalent www and apex versions of the same site count as one. Each included assistant serves one approved website unless an Order expressly states otherwise. Unused Business-plan capacity does not roll over or reduce the subscription price.

2.3 Ongoing management includes ordinary updates to business facts, supported configuration improvements, reasonable troubleshooting, and maintenance of the existing assistant and knowledge sources. Business-plan requests receive priority within Provider's work queue, not a guaranteed response time. Human support is ordinarily performed on business days, excluding U.S. federal holidays; it is not continuously staffed. No particular number of revisions, reporting frequency, response deadline or customization project is included unless stated in the Order.

2.4 Ordinary changes within the existing agreed scope remain included without a management surcharge. Material redesigns, new integrations, substantial new workflows, replacement websites and extensive remediation of Client systems require a mutually accepted scope and price, if any, before work begins. Provider will identify such work rather than silently charging for it. Nothing requires Client to purchase an add-on to keep receiving the existing agreed core Services.

3. Exclusions and usage boundaries

3.1 Unless specifically added in a signed Order after technical verification, Services do not include telephone or voice-call answering; live human chat; SMS/MMS, automated calling or outbound marketing; calendar access or confirmed appointment/job booking; dispatch or emergency monitoring; payments collected from Client's visitors; custom API/CRM integrations; website construction, hosting or domain registration for Client; SEO or paid advertising; multilingual accuracy commitments; legal, medical, financial or other professional advice; or regulatory certification, accessibility certification, HIPAA services, student-record systems or insurance against business losses. An appointment request is not a confirmed booking. A flagged inquiry is not emergency triage or dispatch.

3.2 There are no per-chat charges or automatic usage overage bills under these plans. This is not a promise of infinite computing capacity. Provider may apply reasonable technical protections against bots, attacks, unlawful traffic or activity materially threatening service integrity, and may temporarily throttle or suspend affected functions when necessary. Ordinary genuine visitor usage is not an undisclosed paid quota. A lasting inability to support ordinary use must be addressed through a mutually accepted change or termination and applicable prepaid-fee refund, not surprise per-chat charges.

3.3 Client may not resell platform access, use an assistant as a general-purpose AI API, bypass safeguards, extract nonpublic system prompts or other clients' data, conduct unauthorized security testing, or use the Services unlawfully. Nothing restricts lawful independent development, protected criticism or rights that cannot be limited by contract.

4. Onboarding, approval and Client responsibilities

4.1 Client must supply accurate, lawful and current business information, approved content, pricing qualifications, contact destinations and escalation instructions; own or have sufficient authority over each website and supplied material; provide appropriate least-privilege access; and obtain all internal, franchisor, host or third-party approvals needed for deployment. Client remains responsible for its websites, products, services, employees, licenses and customer relationships.

4.2 Client must appoint an authorized contact, review the proposed knowledge and a working preview, and affirmatively authorize production installation. Silence alone does not authorize deployment. Any requested change to prices, policies or material business facts must be verified by Client. Provider may rely on instructions from Client's authorized contact but may seek additional verification for sensitive changes. Client must not send passwords, payment-card details or restricted records through an ordinary chatbot or unsecured email.

4.3 Client must maintain working notification destinations, monitor and promptly respond to leads, confirm important facts and commitments with visitors, retain its own business records and backups, and inform Provider promptly of inaccuracies or suspected security issues. Provider does not verify visitor identity, purchasing intent, consent authenticity or the quality of a lead. Client's delay, missing permissions, website incompatibility or failure to act on inquiries may delay launch or impair results; Client may cancel future renewals but does not receive a refund solely for its own failure to cooperate.

4.4 Client is responsible for the legal notices, permissions and lawful instructions associated with its business and website, including notices that visitors are interacting with AI and that chats and lead details are recorded, processed by service providers and sent to the business. Client must provide accessible privacy information and obtain consent where legally required. Client must not misrepresent an assistant as a human or as an emergency, clinical, legal or other licensed professional.

4.5 If messaging or calling features are separately enabled, Client is responsible for its lawful campaign purpose, recipient permissions, required express or written consents, consent records, opt-outs, suppression lists, do-not-call rules, permitted contact hours, sender identification, carrier registration and applicable TCPA, state-law, CAN-SPAM and platform requirements. Merely providing a telephone number is not blanket consent to marketing. Provider may require proof and refuse unlawful instructions. Each party remains responsible for duties imposed directly on it by law; this allocation does not excuse Provider's own unlawful conduct.

5. AI limitations and human oversight

5.1 AI outputs can be inaccurate, fabricated, incomplete, biased, offensive, inconsistent or outdated, including when the underlying business information is accurate. Models may misunderstand urgency, omit details, misclassify inquiries or be manipulated by malicious prompts. AI does not have human judgment or independent authority to bind Client or Provider.

5.2 Provider does not guarantee response accuracy, completeness, lead capture, lead quality or exclusivity, conversion rates, sales, revenue, cost savings, ranking, regulatory compliance or any other business outcome. Every visitor may not engage or provide usable contact information. Client must not rely exclusively on the Services for material decisions or time-sensitive communications.

5.3 The Services are not life-safety infrastructure. They are not designed to diagnose, determine medical urgency, detect every emergency, dispatch assistance, prevent injury, protect property or replace emergency services. Client must retain independent channels and trained personnel for urgent matters. Client must require human confirmation of binding quotes, bookings, warranties, dispatch commitments and regulated advice. Neither a demo nor an AI-generated statement amends this Agreement or creates an authorized service commitment.

6. Fees, recurring authorization and changes

6.1 Client authorizes Provider, through Stripe or a disclosed replacement payment processor, to charge the payment method selected at checkout for the disclosed recurring fee and applicable taxes each monthly billing date until cancellation. No separate setup fee applies. Calendar-month billing follows the billing dates shown in the subscription record. The paid period includes onboarding, reserved management capacity and availability; lack of usage does not pause billing.

6.2 Client must maintain current billing and contact information and use an authorized payment method. Provider does not directly receive full card numbers or card security codes through the hosted checkout. Taxes properly chargeable on Services are additional unless checkout states otherwise; Provider's income taxes are not Client's responsibility. Third-party subscriptions or separately quoted extras are chargeable only after Client's express approval.

6.3 Provider may propose a prospective price increase with at least 30 days' advance written notice and any additional notice required by law. An increase requires Client's affirmative acceptance before charging the higher amount. If Client declines, Provider may continue the existing price or end service at a paid-period boundary after the required notice; it may not charge an undisclosed higher rate. Accepted fixed-price or continuing-discount commitments remain governed by Section 6.4.

6.4 Promotional terms disclosed and accepted at purchase control. A stated "50% off for life" offer means a continuing 50% discount for the qualifying subscription, not a temporary introductory rate; expiration of the redemption code does not end a discount already earned. Unless a different meaning was clearly disclosed before purchase, the discounted base subscription fee accepted at checkout is preserved while that qualifying subscription remains continuously active. It does not require operation of a discontinued service forever. Any limits on eligibility, transfer, plan changes or reinstatement after cancellation must be disclosed before purchase, not added retroactively. Provider will not terminate a subscription solely to evade an earned promotion. Ordinary fraud or material-breach remedies remain available.

7. Failed payments and billing disputes

7.1 Provider may make reasonable processor-permitted retries of an authorized unsuccessful payment and notify Client of the failure. If an undisputed payment remains unpaid five business days after notice, Provider may suspend affected Services. Fraud, an unauthorized payment or a material security threat may justify earlier suspension with notice when practicable. Suspension does not erase properly incurred fees, but Provider will not continue creating recurring charges indefinitely while providing no Services; it may terminate an unpaid subscription and stop new renewals. No undisclosed late, collection or chargeback penalty applies.

7.2 Client should report a billing error promptly, preferably within 30 days of discovery, so Provider can investigate. This request does not shorten a statutory, card-network or issuer deadline. Undisputed fees remain payable. Both parties will act honestly and cooperate in resolving a dispute.

7.3 Nothing prohibits a legitimate chargeback, unauthorized-payment report or other protected billing dispute, or requires Client to contact Provider before exercising such a right. Provider may present accurate acceptance, delivery, cancellation and payment records to Stripe, the issuer or another authorized decision-maker. No automatic penalty is imposed merely because Client disputes a charge. Provider may seek payment of amounts actually determined to remain lawfully due, without double recovery, and reasonable court-awarded collection costs when permitted. Any suspension must be tied to an actual nonpayment, fraud or security risk, not retaliation for a good-faith complaint.

8. Cancellation and refunds

8.1 Client may cancel at any time through the online cancellation mechanism supplied with the subscription or by emailing craftedworkspace1@gmail.com. Provider will accept a clear request reasonably identifying the subscription; no mandatory sales call, explanation or retention conversation is required. Cancellation is effective for renewal purposes when the request is received, even if confirmation follows later. A request received before the next renewal charge prevents that charge. An erroneous charge after a timely cancellation will be refunded.

8.2 Unless Client requests immediate shutdown, ordinary cancellation ends Services at the end of the current paid period, with no further renewal. Except for the 14-day money-back guarantee in Section 8.3, as otherwise stated below, or as required by law, paid fees are nonrefundable and there are no prorated refunds for voluntary midperiod cancellation, unused capacity, low traffic, dissatisfaction with business results or Client-caused delays. There is no cancellation fee or clawback of included setup.

8.3 14-day money-back guarantee. If Client cancels the initial subscription within fourteen (14) days after the initial charge, Provider will refund the full initial monthly subscription fee paid, excluding any taxes that cannot be recovered from the taxing authority. This guarantee applies only to the initial subscription period of a new Client relationship; it does not apply to renewals, plan changes, or reactivations after cancellation. To claim it, Client must cancel through the online cancellation mechanism or by emailing craftedworkspace1@gmail.com within the 14-day window. Refunds are issued to the original payment method, ordinarily within ten business days.

8.4 Provider will refund duplicate or erroneous charges; amounts that applicable law requires to be refunded; and unused prepaid fees for an affected period after Provider ends Services for convenience or Client terminates for Provider's uncured material breach. If Provider cannot deliver the agreed core Services and no materially usable service has been delivered, Provider will refund fees paid for that undelivered subscription after termination. Client must first provide any applicable cure opportunity under Section 13, except where impracticable or prohibited by law.

8.5 If a third-party failure makes the core Services materially unavailable for seven consecutive days, Client may terminate the affected subscription immediately and receive unused prepaid fees from the termination date. This is not a seven-day uptime promise or an outage-damages guarantee. Refunds are initiated to the original payment method where possible, ordinarily within ten business days after approval or determination that a refund is due, subject to shorter legal deadlines; processor posting times may vary. Express refund duties are not eliminated by a liability cap or warranty disclaimer.

9. Provider technology and Client Data

9.1 As between the parties, Provider or its licensors owns the platform-related technology, bot configurations, system instructions, templates, reusable workflows, methods, software, designs and know-how created or used to deliver Services ("Provider Materials"), excluding Client Data and Client's pre-existing intellectual property. Subscription fees purchase managed access, not ownership of Provider Materials, a platform account, source code, transferable bots or a work-made-for-hire deliverable.

9.2 During the paid term, Provider grants Client a limited, nonexclusive, nontransferable right to use the configured assistant on approved websites for Client's business, subject to this Agreement and applicable third-party rights. Client may retain its own business information and lawfully obtained lead records after termination. Export does not include proprietary prompts, templates, source code, another client's data or platform credentials.

9.3 Client retains its rights in business materials, trademarks, website content and lawfully collected business/lead data supplied to or collected through its production assistant ("Client Data"), subject to visitors' and other third parties' rights. Client grants Provider only the rights needed to host, transmit, process, adapt and display Client Data to deliver and support Services and meet lawful retention obligations. This does not authorize sale of Client lead lists or use of confidential Client Data to benefit unrelated clients. AI outputs may be nonunique or ineligible for intellectual-property protection; no exclusivity or copyrightability is promised.

9.4 Provider may reuse general skills, methods and genuinely deidentified or aggregated operational statistics that do not identify Client or any individual, reveal Client's confidential information, or permit reasonable reidentification, as permitted by law. Client logos, named case studies and testimonials require separate permission. Voluntary nonconfidential feedback may be used without payment, but feedback rights do not transfer Client Data or override confidentiality.

10. Confidentiality

10.1 Each recipient will protect the other party's nonpublic information that is marked confidential or reasonably understood to be confidential given its nature and disclosure circumstances, including business plans, pricing discussions, credentials, Client Data and nonpublic Provider Materials. The recipient may use it only to perform, receive, administer or enforce this Agreement and may disclose it only to personnel, advisers and authorized vendors who need it and are bound by appropriate confidentiality duties.

10.2 Protection must be at least reasonable and no less than that used for the recipient's comparable confidential information. Confidentiality does not cover information demonstrably public without breach, already lawfully known without restriction, lawfully received from an unrestricted third party, or independently developed without use of protected information. Legally compelled disclosure must be limited to what is required, with prior notice and reasonable protective-order cooperation where lawful; no notice is required for protected reporting to authorities.

10.3 Duties continue for three years after termination, for trade secrets while they remain protected by law, and for personal data for as long as applicable law or Schedule A requires. Neither party obtains a right to use confidential information merely by remembering it. A separate signed NDA continues to govern its covered precontract disclosures unless expressly superseded; it does not expand the operational scope of the Services.

11. Personal data and security

11.1 Schedule A governs Provider's processing of production Client Data on Client's behalf. Provider separately handles its own website, sales, billing and account-administration information as described in its Privacy Policy. Each party remains responsible for the legal role it actually performs; contract labels do not displace mandatory law.

11.2 Client must not intentionally submit or configure collection of payment-card details, passwords, government identification numbers, sensitive health data or protected health information, student education records, children's personal data, biometric identifiers or similarly regulated information without a separate written agreement, appropriate vendor capability and all legally required safeguards. No business associate agreement, school-data agreement or authorization to process restricted data is included. Accidental receipt must be handled lawfully and reported promptly; this restriction does not extinguish anyone's statutory rights.

11.3 Provider will maintain reasonable administrative, technical and organizational safeguards appropriate to the permitted data and its operations. No internet service is perfectly secure. Provider will notify Client of a Security Incident affecting Client Data without undue delay and within any earlier applicable legal deadline, share reasonably available information and cooperate in legally required mitigation and notifications. A Security Incident means confirmed unauthorized access to, acquisition, use, disclosure, alteration or destruction of Client Data, not unsuccessful routine attacks. Client remains responsible for security of its own systems and credentials; Provider remains responsible for its legally applicable duties.

12. Availability and third-party services

12.1 "24/7" describes the intended availability of automated website chat, not continuous human staffing, guaranteed uptime or a service-level agreement. Provider will use commercially reasonable efforts to maintain operation, respond to reported problems and mitigate material disruption. Maintenance, model changes, internet or email failures, Client systems and third-party incidents may cause outages, delays or lost functionality.

12.2 To the fullest extent permitted by law and subject to Sections 8 and 15.3, Provider is not liable for losses caused solely by an independent third-party platform, hosting, telecommunications, payment or model-provider outage beyond Provider's reasonable control. This does not excuse Provider's own breach of its security, confidentiality, vendor-selection or other nondelegable legal duties.

12.3 Provider may change vendors, models or implementation methods while preserving materially comparable core Services and the required data protections. Provider will notify Client of a material adverse change; Client may reject materially reduced core Services and terminate for unused prepaid fees if a reasonable alternative cannot be provided. No continued access to a particular vendor, model, feature, lifetime plan or vendor price is promised. A vendor change does not authorize unapproved fees or weaker data-processing rights.

13. Term, suspension and termination

13.1 The initial term begins on acceptance and renews monthly as disclosed until canceled. Client may terminate for convenience as in Section 8. Provider may terminate for convenience on at least 30 days' written notice, ordinarily effective at a paid-period boundary; any unused prepaid Services not supplied will be refunded.

13.2 Either party may terminate for material breach remaining uncured ten days after reasonably detailed written notice. Payment breaches follow Section 7. Provider may immediately suspend the minimum reasonably necessary Services, or terminate for an incurable breach, when continued operation would violate law, infringe rights, create a material security threat, involve fraud or serious abuse, or require prohibited data processing. Provider will notify Client and provide a cure opportunity where lawful and reasonably safe.

13.3 On termination, future renewals stop, access rights end, and Client must remove or permit removal of the assistant snippet. Provider may disable its hosted assistant but may not damage Client's unrelated website or delete unrelated data. Client may request one standard export of then-retained Client Data during the 30-day period described in Schedule A. Provider Materials need not be transferred. Properly accrued fees, lawful refund obligations, confidentiality, data-protection duties, ownership, indemnity, limitations and dispute terms survive as appropriate.

14. Limited undertaking and warranty disclaimer

14.1 Provider undertakes to perform the express management obligations with reasonable care and skill. Client must notify Provider of a material failure so Provider can attempt correction or re-performance. Contractual termination and refund rights remain available if the failure is not cured.

14.2 EXCEPT FOR EXPRESS UNDERTAKINGS IN THIS AGREEMENT AND RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, SERVICES, AI OUTPUTS AND THIRD-PARTY TECHNOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ERROR-FREE, UNINTERRUPTED OR PARTICULAR BUSINESS RESULT IS WARRANTED. THESE DISCLAIMERS DO NOT AUTHORIZE FRAUD OR OVERRIDE EXPRESS CONTRACTUAL PROMISES.

15. Limitation of liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER AND ITS OWNERS, PERSONNEL AND SUBCONTRACTORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OPPORTUNITIES, GOODWILL, ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, OR SUBSTITUTE-SERVICE COSTS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING ORDINARY NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 SUBJECT TO SECTION 15.3, THE AGGREGATE LIABILITY OF PROVIDER AND THOSE PROTECTED PERSONS FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID TO PROVIDER BY CLIENT FOR THE AFFECTED SUBSCRIPTION OR SUBSCRIPTIONS DURING THE TWELVE MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. TAXES AND PAYMENTS TO OTHER PROVIDERS ARE NOT SUBSCRIPTION FEES. RELATED EVENTS AND CLAIMS SHARE ONE CAP, NOT A SEPARATE CAP PER CLAIMANT, BOT OR LEGAL THEORY. THE CAP APPLIES TO PROVIDER'S CONFIDENTIALITY AND DATA-SECURITY OBLIGATIONS UNLESS A SIGNED ADDENDUM EXPRESSLY PROVIDES OTHERWISE OR LAW PROHIBITS IT.

15.3 Nothing excludes or limits liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, or any other liability to the extent it cannot lawfully be limited. Express payment and refund duties are not avoided by this section. This contract does not cap claims of regulators or people who are not bound by it. Client's properly due fees and indemnification duties are not reduced by Provider's liability cap. Each provision applies only to its legally permitted extent; an unenforceable exclusion does not automatically invalidate an otherwise enforceable cap.

16. Client indemnification

16.1 Client will defend Provider and its owners, personnel and subcontractors against third-party claims, and indemnify them for finally awarded damages, approved settlements and reasonable defense costs, to the extent arising from: Client materials infringing intellectual-property or privacy rights; Client's unlawful products, services, communications or website practices; Client's breach of its data, consent or access-authority duties; or Client's misuse of Services or unauthorized representations about them. Regulatory amounts are included only where indemnification is lawful. This duty does not apply to the extent a claim results from a protected person's own negligence, willful misconduct, fraud or breach of this Agreement.

16.2 Provider must give reasonably prompt notice; delay excuses Client only to the extent materially prejudicial. Client may control the defense using competent counsel reasonably acceptable to Provider, and Provider may participate at its own expense unless a material conflict requires separate counsel. Client may not admit wrongdoing by Provider, impose nonmonetary obligations or settle without an unconditional release of the protected parties without Provider's written consent, not unreasonably withheld. If Client fails to defend after notice, Provider may reasonably defend and recover covered costs. No party may recover twice for the same loss.

17. Governing law and disputes

17.1 New York law governs, without its conflicts-of-law rules, subject to nonwaivable applicable law. Before ordinary litigation, a party will send written notice describing the dispute and requested relief, and the parties will attempt good-faith resolution for 30 days. This does not prevent urgent injunctive relief, protective filings to preserve a deadline, legally protected complaints or use of an available small-claims court.

17.2 Subject to mandatory law and applicable small-claims jurisdiction, the parties consent to exclusive jurisdiction in the state courts in Erie County, New York, or the United States District Court for the Western District of New York. Neither party is required to arbitrate under this Agreement. In a permitted action to enforce this Agreement, the substantially prevailing party may recover reasonable attorneys' fees and costs awarded by the court, subject to applicable law.

17.3 TO THE EXTENT LAWFULLY PERMITTED FOR THIS BUSINESS CONTRACT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY FOR DISPUTES ARISING FROM THIS AGREEMENT. No nonwaivable statutory remedy, regulatory complaint right or protected billing-dispute right is waived. A court decides any challenge to the enforceability of this section.

18. General terms

18.1 Provider is an independent contractor, not Client's employee, legal representative, fiduciary or partner. Neither party can bind the other except as expressly authorized. Provider may subcontract but remains responsible for its express contractual obligations, subject to this Agreement's limitations.

18.2 Neither party may assign this Agreement without the other's consent, not unreasonably withheld, except to a successor to substantially all relevant business or assets that assumes the Agreement and can honor its data obligations. Assignment does not enlarge data-use rights. Client cannot transfer an assistant to an unrelated business without approval.

18.3 A party is excused from performance, other than payment for Services already supplied, to the extent prevented by events beyond its reasonable control despite reasonable mitigation. This does not excuse security duties within that party's control or refund and termination obligations expressly stated here.

18.4 Material changes to this Agreement require advance notice and affirmative agreement before affecting an existing subscription; posting revised terms alone does not amend it. Administrative changes that do not reduce rights or increase obligations may be notified electronically. Changes do not apply retroactively to an existing dispute. Notices go to the contacts in the Order or above; legal notices to Provider must identify the account and issue. Cancellation follows Section 8 and is not subject to extra formalities.

18.5 If a provision is unenforceable, it is severed or narrowed only as law permits; the remainder continues. Failure to enforce is not a waiver. The Agreement is the entire agreement on its subject, without excluding liability for fraud or mandatory rights. Counterparts and affirmative electronic signatures or acceptance are permitted. No third party is a beneficiary except the persons expressly protected by Sections 15 and 16 to that limited extent.

Schedule A — Production Client Data processing terms

Implementation gate: These are proposed binding commitments. Before accepting production Client Data, confirm that the actual chatbot platform, upstream model vendors, email services and any integration providers can comply. This schedule is not a substitute for an executed HIPAA business associate agreement, required school-data contract or jurisdiction-specific international-transfer addendum.

A1. Details and instructions. Processing consists of receiving approved business knowledge and website chats; generating responses; extracting, organizing and transmitting requested lead details; and providing maintenance, troubleshooting, export and deletion for the subscription term and permitted wind-down. Individuals include Client's adult website visitors, prospects, business contacts and authorized personnel. Permitted information includes ordinary business/contact identifiers, visitor-supplied inquiry text, service interests, timestamps and technical interaction data. Restricted categories in Section 11.2 are excluded. Client's documented instructions consist of the Agreement, Order and lawful configuration directions. Provider will identify an instruction it reasonably believes unlawful and may suspend that processing pending resolution.

A2. Purpose restrictions. Where Provider acts as a processor, service provider or contractor, it will process Client personal data only to supply the specified Services or as legally permitted; not sell or share it for cross-context advertising; not retain, use or disclose it outside the direct business relationship or specified business purpose except as law permits; and not combine it with unrelated personal data except where legally allowed for the specified Services. Provider will not use confidential Client Data or identifiable production chats to train a general-purpose model for unrelated use. Authorized model inference and Client-specific knowledge configuration are permitted. This restriction must also be supported by the applicable vendor contracts and settings.

A3. People and subprocessors. Access is limited to authorized people with a business need and confidentiality duties. Client authorizes necessary hosting, chatbot/model, notification and support subprocessors identified in the onboarding vendor list. Provider will identify those vendors and their processing functions and locations before production processing, impose required written protections, and give reasonable advance notice of a material new subprocessor, ordinarily at least 15 days unless an urgent security replacement is necessary. Client may raise a reasonable documented data-protection objection; the parties will seek an alternative, and may terminate affected Services for unused prepaid fees if none is feasible. Provider remains responsible for its subcontracted processing obligations subject to lawful contractual limits.

A4. Assistance and incidents. Provider will provide reasonable assistance with lawful data-subject requests, security incidents, impact assessments and compliance documentation insofar as relevant and available to it. Provider will promptly forward production-data requests to Client unless law requires a direct response. Additional exceptional assistance may be separately priced only where lawful and agreed in advance; mandatory rights cannot be obstructed by unauthorized fees. Security Incident notice follows Section 11.3 and includes available facts, affected categories and remedial steps, with updates as material facts become available.

A5. Verification and oversight. Provider will make available information reasonably needed to demonstrate required compliance, allow legally required reasonable assessments, and notify Client if it can no longer meet an applicable processing obligation. Client may take reasonable lawful steps to stop and remediate unauthorized use. Ordinarily verification begins with documentation and, where sufficient, an independent assessment, with on-site review only when needed; restrictions may not defeat a regulator's or statute's audit rights. No assessment may unnecessarily expose other clients' confidential data.

A6. Retention, return and deletion. Client determines its lawful production-data retention instructions. Provider will document the actual platform retention and deletion limits during onboarding and will not begin processing where those limits prevent lawful instructions. Unless an agreed shorter period or legal duty applies, Client may request one standard export of then-retained Client Data within 30 days after termination. After that wind-down, Provider will delete or return personal data under its control as Client directs, subject to legally required retention. Backup copies may remain until documented ordinary deletion cycles, protected and not used for other purposes. Provider will identify relevant vendor deletion constraints; they do not excuse mandatory legal duties. Provider is not Client's permanent archive, and no promise is made that data legitimately deleted earlier can be recovered.

A7. Roles and conflicts. Client will provide lawful instructions and the necessary visitor-facing notices. Provider will comply with processor/service-provider duties directly applicable to it. Where required, these terms include the same level of privacy protection required by the applicable statute. If a further mandatory written provision, transfer instrument or restricted-data agreement is required, the parties must execute it before the affected processing. The subscription liability allocation applies to these terms only to the extent lawful; it cannot eliminate individual or regulatory rights.

Optional signed Order / acceptance record

Client legal name: [CLIENT LEGAL NAME]. Authorized representative and title: [NAME / TITLE]. Business address: [CLIENT ADDRESS]. Billing email: [EMAIL].

Plan and actual recurring fee: [PLAN / US $ AMOUNT / MONTH, PLUS TAX]. Promotion and continuing price commitment, if any: [TERMS OR NONE]. Initial billing date and monthly renewal: [DATES / RULE].

Approved websites and assistants: [LIST]. Approved notification destination(s): [LIST]. Additional verified scope and separately approved fees: [NONE OR DESCRIPTION]. Onboarding vendor list, processing locations and retention/deletion instructions: [COMPLETE BEFORE PRODUCTION DATA]. Online cancellation mechanism: [VERIFIED WORKING LOCATION].

By signing or affirmatively accepting at checkout, Client agrees to this Customer Service Agreement, including Schedule A, monthly automatic renewal, cancellation/refund terms and limitations of liability, and acknowledges receipt of the Privacy Policy.

Client signature / electronic acceptance: ____ Date: __

Provider authorized acceptance, where separately signed: ____ Date: __