Master Subscription Agreement (MSA)

1.1 “Platform” means Provider’s hosted software platform and related services described in an Order Form.

1.2 “Subscription Plan” means Starter, Growth, Scale, or Enterprise (Custom), as selected on an Order Form.

1.3 “Action Credits” means units of AI labor consumed when the Platform performs actions on Customer’s behalf (e.g., outreach, follow-up, pre-qualification workflows, communications). 1 Action Credit equals: (a) 1 SMS response, (b) 10 seconds of talk time, or (c) 2 emails. Provider may update equivalencies from time to time for technical or vendor-cost reasons with prior notice (Section 10.3).

1.4 “Included Credits” means the monthly Action Credits included with the Subscription Plan.

1.5 “Overages” means usage in excess of Included Credits during a given calendar month, billed per-credit at the applicable overage rate on the Order Form (unless blocked per Section 4.6).

1.6 “Add-Ons” means optional services such as AI Power Dialer, additional seats, spam mitigation, phone numbers, or other items listed on an Order Form.

1.7 “Customer Data” means data submitted to the Platform by or on behalf of Customer, including leads, contact data, scripts, recordings (if enabled), and configurations.

1.8 “Documentation” means Provider’s user guides, FAQs, and technical documentation made available to Customer.

2.1 Subscription

Subject to this Agreement and timely payment, Provider grants Customer a non-exclusive, non-transferable right during the Term to access and use the Platform and Documentation for Customer’s internal business purposes, for lawful purposes only and limited to Customer’s authorized users and the plan scope purchased.

2.2 Plan limits

Use is subject to (i) Included Credits, (ii) overage rules, (iii) seat counts (if applicable), and (iv) other limits specified in the Order Form or Documentation.

2.3 Restrictions

Customer will not (and will not allow any third party to): (a) reverse engineer, decompile, or attempt to extract source code; (b) circumvent usage limits; (c) use the Platform to build a competing product; (d) transmit malware; (e) use the Platform in violation of law or third-party rights.

3.1 Account security

Customer is responsible for all activity under its accounts and for maintaining appropriate access controls.

3.2 Compliance with laws and regulations governing Customer’s communications (critical)

Customer represents and warrants that it will use the Platform in compliance with all applicable laws and regulations, including without limitation: telemarketing/robocalling and text messaging rules (e.g., Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”), Federal Communications Commission regulations implementing the TCPA, including 47 C.F.R. § 64.1200(c)-(d), Do Not Call regulations, and similar state rules prohibiting certain calls or other types of outreaches), privacy laws, Do-Not-Call obligations, consent requirements, and recording laws (one-party/two-party consent) as applicable (together, “Laws Applicable to Customer’s Communications”).

3.3 Lead sources & consent

Customer alone is solely responsible for the legality and quality of its lead sources and for obtaining all required consents and permissions to contact leads via live voice, prerecorded messages, automated voice, automatic telephone dialing systems, SMS, artificial intelligence (“AI”) technology or email (“Regulated Technology”). Customer must obtain from all leads express written consent or other types of lawful consent to receive calls or other outreaches at the telephone number provided using Regulated Technology before using Provider’s Platform or other Provider’s products or services. Customer shall retain records sufficient to show that such consent was obtained for four (4) years after the date a lead is first transmitted to Provider. Provider shall be entitled to receive copies of such records upon reasonable notice to Customer.

3.4 Third-party systems

Customer is responsible for third-party tools, CRMs, dialers, carriers, and data providers it connects, including licenses and compliance.

3.5 Mortgage / lending regulatory responsibilities; no Provider responsibility for licensed activity

The Parties acknowledge that Customer may use the Platform in connection with residential mortgage origination and other lending-related activities that may be regulated at the federal, state, and local levels. Customer retains sole responsibility for (a) determining whether any activity conducted by Customer, its users, agents, contractors, loan officers, or other personnel using the Platform constitutes “mortgage loan origination” or other covered or licensed activity; (b) obtaining, maintaining, and ensuring compliance with all required licenses, registrations, authorizations, and approvals (including state licensing and NMLS requirements); (c) supervising all licensed activity; (d) ensuring that all scripts, disclosures, notices, and communications (including voice, SMS, and email) comply with applicable mortgage, consumer finance, advertising, and privacy laws; and (e) maintaining any required records and retention practices.

3.6 No legal, compliance, or licensing advice

Provider does not provide legal, compliance, or licensing advice. Provider does not verify Customer’s licensing status, does not determine whether any call or communication is “covered activity,” and does not assume any responsibility for Customer’s compliance with mortgage lending laws or state licensing requirements. Customer is solely responsible for ensuring that all calls and communications initiated, assisted, or facilitated through the Platform are conducted by properly authorized personnel and in compliance with law.

3.7 Customer data; storage and safeguarding

Customer remains responsible for the accuracy, integrity, and legality of Customer Data, including any personal information, consumer financial information, or other regulated data. Customer is responsible for configuring the Platform and its connected systems to meet Customer’s data storage, retention, encryption, access control, and privacy obligations. Provider’s security obligations are described in Section 8; however, Provider is not responsible for Customer’s internal policies, regulatory storage requirements, or recordkeeping obligations, including those applicable to mortgage origination or servicing.

4.1 Fees

Customer will pay Provider the Subscription Fees and any Add-On fees set forth in the applicable Order Form(s).

4.2 Subscription billing timing (monthly in advance)

All subscription charges are billed and collected on the 1st day of each month, in advance, for that calendar month’s access and Included Credits (e.g., Jan 1 payment covers Jan 1–Jan 31).

4.3 Overage billing timing (15th of following month)

Overage charges for a calendar month are billed on the 15th day of the following month (e.g., January overages billed Feb 15), unless blocked under Section 4.6.

4.4 Payment method

Customer authorizes Provider (and its payment processor) to charge the payment method on file for all amounts due under this Agreement.

4.5 Taxes

Fees are exclusive of taxes. Customer is responsible for applicable sales, use, VAT, telecom surcharges, or similar taxes (excluding taxes on Provider’s income).

4.6 Hard stop on overages during cancellation notice period

If Customer provides notice of non-renewal or early termination under Section 6 and enters a Cancellation Notice Period (defined below), Provider will enforce a hard stop so that Customer cannot incur Overages during that period. Customer may continue to use the Platform up to its Included Credits (or as otherwise specified), but no Overages may be incurred or billed during the Cancellation Notice Period.

4.7 Late payments

Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable collection costs. Provider may suspend access for nonpayment after notice and a reasonable cure period.

4.8 Invoice disputes

Customer must notify Provider of any good-faith dispute regarding an invoice within thirty (30) days of the invoice date, otherwise the invoice will be deemed accepted.

5.1 Onboarding fee (if applicable)

If an onboarding / implementation fee is listed on an Order Form (e.g., $2,500 one-time onboarding fee), it is due per the Order Form and is non-refundable once onboarding begins, except as required by law.

5.2 Support

Support levels (standard, priority, dedicated success manager) are as described in the Order Form and Documentation.

6.1 Term

The term begins on the Effective Date and continues for the initial term stated in the Order Form (“Initial Term”).

6.2 Auto-renewal

Unless Customer provides written notice of non-renewal at least sixty (60) days before the end of the then-current term, the subscription will renew for an additional term of the same length (or as stated in the Order Form).

6.3 Early termination for convenience (annual plans) – 2-month subscription penalty + 60-day notice + no overages

1. Customer may request early termination of an annual plan by providing at least sixty (60) days’ written notice (“Cancellation Notice Period”).
2. Customer must pay a two (2) month subscription penalty equal to two monthly Subscription Fees at Customer’s then-current plan rate (the “Early Termination Fee”).
3. During the Cancellation Notice Period, Customer retains access to the Platform but Overages are blocked under Section 4.6.
4. The Early Termination Fee is billed either (i) immediately upon notice, or (ii) over the next two monthly invoices, at Provider’s option, unless otherwise stated in the Order Form.

6.4 Termination for cause

Either Party may terminate for material breach if not cured within thirty (30) days after written notice (ten (10) days for nonpayment).

6.5 Effect of termination

Upon termination/expiration: (i) access ends (except during the Cancellation Notice Period); (ii) accrued payment obligations survive; (iii) upon request, Provider will make Customer Data available for export for thirty (30) days after termination, unless legally prohibited.

8.1 Customer data

Customer retains ownership of Customer Data. Customer grants Provider the right to host, process, transmit, and display Customer Data to provide the services.

8.2 Security

Provider will use reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

8.3 Privacy

To the extent Provider processes personal data, the Parties will comply with applicable privacy laws. If required, the Parties will execute a Data Processing Addendum (“DPA”).

8.4 AI and model training (Option A – conservative)

Provider will not use Customer Data to train foundation models. Provider may use de-identified and aggregated usage telemetry to improve service reliability and performance.

9.1 Authority

Each Party warrants it has authority to enter this Agreement.

9.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED “AS IS.” PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Provider does not warrant specific ROI, transfer rates, conversion rates, or revenue results.

9.3 Provider provisioned leads

To the extent Customer receives leads provisioned by Provider (“Provisioned Leads”), Customer acknowledges that Provider obtains such leads—including consent to call such leads—from third parties over which Provider has no authority or control. Although Provider obtains the leads from reputable third parties and requires those third parties to provide only leads supported by adequate consent, Provider makes no guarantees or warranties as to the accuracy of Provisioned Leads or to the validity or sufficiency of consent obtained by third parties to call Provisioned Leads. Provider shall have no liability to Customer related to the validity or sufficiency of consent for use of the Provisioned Leads.

9.4 Changes

Provider may update features and the Platform from time to time. If a change materially reduces core functionality of the purchased plan, Customer may terminate and receive a prorated refund of prepaid unused subscription fees (if any), as Customer’s sole remedy.

10.1 Cap

EXCEPT FOR EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 No consequential damages

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

10.3 Excluded claims

The limitation does not apply to: (a) Customer’s payment obligations; (b) breach of confidentiality; (c) infringement/misappropriation of the other Party’s IP; (d) any claim against the Provider for violations of the Laws Applicable to Customer’s Communications; and (e) claims sounding in fraud or willful misconduct.

11.1 By Customer

Customer will to the fullest extent possible indemnify and hold harmless Provider from any and all claims, lawsuits, liability, threats, subpoenas, and other types of proceedings arising from (a) Customer’s content, lead sources, consent violations, or unlawful outreach; (b) Customer’s breach of Section 3; (c) actual or alleged breaches of the Laws Applicable to Customer’s Communications by the Customer; and (d) Customer’s other misuse of the Platform in violation of this Agreement. Customer’s indemnification obligations pursuant to this Section include compensating Provider for the attorneys’ fees Provider incurs in defending against the claims, lawsuits, threats, subpoenas and other types of proceedings covered by this Section.

11.2 By Provider (IP)

Provider will indemnify Customer from third-party claims alleging the Platform infringes a U.S. copyright, trademark, or patent, and will pay awarded damages, provided Customer promptly notifies Provider and allows Provider to control defense/settlement. Provider may modify the Platform to avoid infringement or terminate, and refund prepaid unused fees as Customer’s sole remedy.

13.1 Assignment

Neither Party may assign without the other’s consent, except to an affiliate or in connection with merger/sale of substantially all assets.

13.2 Independent contractors

Each Party agrees that the other is acting as an independent contractor with respect to this Agreement, and neither Party shall have the right to bind or obligate the other Party. Nothing in this Agreement shall be deemed or construed to create an agency, partnership, or joint venture between Provider and Customer. Customer shall not represent that the Provider is acting on Customer’s behalf or as agent for the Customer.

13.3 Governing law; venue

This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in Lee County, Florida, and each party consents to the personal jurisdiction of such courts.

13.4 Notices

Notices must be in writing and delivered to the addresses in the Order Form (email allowed if specified).

13.5 Entire agreement

This Agreement + Order Forms + any DPA/SOW is the entire agreement and supersedes prior discussions.

13.6 Order of precedence

In the event of conflict, this form takes precedence over the DPA/SOW/Order Form.