Master Services Agreement

1. Parties; Acceptance; Agreement Structure

This Master Services Agreement (“MSA”) is entered into by and between AutoShopCalls (“AutoShopCalls,” “Company,” “we,” “us,” or “our”), which is owned by BizAssistant.ai LLC, and the customer identified in the applicable Statement of Work, order form, proposal, checkout flow, invoice, or other ordering document that incorporates this MSA (“Customer,” “you,” or “your”).

This MSA becomes effective on the earliest of the effective date stated in the applicable ordering document, the date Customer signs or accepts an ordering document, the date Customer pays an invoice or activates checkout, or the date Customer first accesses or uses any paid Service.

The Services are offered solely for commercial business use and not for personal, family, household, or consumer use.

2. Definitions

“Services” means AutoShopCalls’ AI call answering, inbound call answering, vehicle and issue intake, missed-call recovery, busy-line and overflow coverage, lunch, weekend, and after-hours answering, SMS follow-up where enabled, call summaries, transcripts, routing, booking handoff support, website, dashboards, integrations, management, support, reporting, optimization, and related software or services.

“SOW” means a statement of work, order form, invoice, checkout record, or other ordering document describing commercial terms for Services.

“Customer Content” means data, scripts, instructions, business rules, recordings, calendars, contacts, services offered, pricing language, locations, FAQs, media, credentials, and other content submitted, provided, or made available by or for Customer.

“Output” means transcripts, summaries, classifications, routing decisions, booking or scheduling-related actions, AI-generated content, call outcomes, logs, reports, or other results produced through the Services.

“Third-Party Services” means telephony, SMS, email, calendar, CRM, payment, hosting, model, analytics, scheduling, or other vendor products or services used with or through the Services.

3. Services and Scope

AutoShopCalls will provide the Services described in the applicable SOW, checkout, invoice, or order form. AutoShopCalls may modify, improve, or update the platform, vendors, models, routing methods, features, and workflows as long as the overall paid scope is not materially reduced.

Customer acknowledges that AI and telephony services may be affected by caller behavior, audio quality, network conditions, carrier performance, third-party outages, spam filters, calendar access, CRM access, and Customer-provided rules.

4. Auto Repair Boundaries

AutoShopCalls is not an auto repair shop, mechanic, technician, estimator, towing provider, or safety inspector. AutoShopCalls does not diagnose vehicles, prepare binding estimates, guarantee repair outcomes, determine vehicle safety, guarantee parts availability, or operate Customer’s shop.

Customer is solely responsible for repair decisions, diagnostic decisions, estimate language, warranty language, pricing statements, advertising claims, shop policies, customer communications, final scheduling decisions, urgent-call instructions, escalation rules, and the conduct of Customer’s staff.

Customer must approve all scripts, intake questions, pricing language, deposit/cancellation policy language, urgent-call instructions, escalation rules, AI disclosure language, and caller-facing statements before live use.

5. Customer Responsibilities

Customer will provide accurate information, maintain required accounts, approve workflows, maintain phone and calendar access, provide staff contacts, review outputs, supervise use, and promptly notify AutoShopCalls of errors, unsafe outputs, compliance concerns, or needed changes.

Customer is responsible for all notices, consents, disclosures, opt-outs, communication preferences, call recording compliance, SMS compliance, telemarketing compliance, AI disclosure compliance, privacy compliance, and professional obligations relating to Customer’s business and callers.

6. Fees, Plans, Trial, and Usage

Fees are stated in the applicable SOW, checkout, invoice, or order form. Current public plan references may include one Auto Repair AI Call Answering plan at $399/month with setup included, unlimited inbound calls and unlimited minutes for normal single-location auto repair shop use, and a 14-day free trial unless another written ordering document states otherwise.

Pass-through carrier charges, custom work, third-party charges, unusual support needs, integrations, additional locations, outbound campaigns, unusually high SMS usage, or custom add-ons may be billed separately only if stated in the applicable ordering document.

The current public offer is one flat monthly shop plan and is not a routine metered add-on model for normal single-location inbound call volume. Use remains subject to lawful use, acceptable use, platform security, carrier rules, fair use, and any specific limits stated in the applicable ordering document.

7. Payment, Taxes, and Suspension

Customer authorizes AutoShopCalls or its payment processor to charge the payment method provided for fees due after the applicable free trial or for separately approved paid work. Customer is responsible for taxes, chargebacks, failed payments, and collection costs unless prohibited by law.

AutoShopCalls may suspend or limit Services for nonpayment, payment failure, security risk, unlawful use, unsafe use, material breach, or use outside agreed scope.

8. Third-Party Services

The Services may depend on Third-Party Services. AutoShopCalls is not responsible for third-party outages, errors, pricing changes, data practices, terms, or acts or omissions. Customer authorizes AutoShopCalls to use Third-Party Services as needed to provide the Services.

9. Customer Content and License

Customer retains ownership of Customer Content. Customer grants AutoShopCalls a non-exclusive, worldwide, royalty-free license to host, use, reproduce, process, transmit, display, modify, and create derivative operational configurations from Customer Content as needed to provide, secure, support, improve, and document the Services.

Customer represents that it has all rights, permissions, notices, and consents required to provide Customer Content to AutoShopCalls and to authorize its use in the Services.

10. Output and Review

Output may be incomplete, inaccurate, delayed, misunderstood, or inappropriate for a particular situation. Customer is responsible for reviewing Output, supervising workflows, and making final business, repair, estimate, scheduling, customer-service, and operational decisions.

AutoShopCalls does not guarantee bookings, revenue, car count, repair orders, lead quality, appointment volume, return on investment, answer rates, or uninterrupted service.

11. Confidentiality

Each party may receive non-public information from the other party. The receiving party will use reasonable care to protect confidential information and will use it only to perform or receive the Services, exercise rights, comply with law, or enforce this MSA.

Confidentiality obligations do not apply to information that is publicly available through no breach, already known without restriction, independently developed, or lawfully received from a third party.

12. Security

AutoShopCalls will use commercially reasonable safeguards designed to protect systems and data under its control. Customer is responsible for securing its own accounts, credentials, devices, staff access, phone systems, calendars, CRMs, and third-party tools.

13. Intellectual Property

AutoShopCalls retains ownership of the Services, platform, software, workflows, templates, designs, know-how, documentation, analytics, service improvements, and related intellectual property. No rights are granted except as expressly stated.

Customer may use the configured workflows and outputs for its internal business purposes during the active subscription term, subject to this MSA and the applicable SOW.

14. Acceptable Use

Customer may not use the Services to violate law, impersonate others, mislead callers, send unlawful messages, collect data without required consent, transmit harmful code, interfere with systems, create fake or abusive call traffic, use the Services for unrelated industries without written approval, or create unreasonable operational, legal, security, or reputational risk.

15. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE MAXIMUM EXTENT PERMITTED BY LAW. AUTOSHOPCALLS DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ERROR-FREE OPERATION.

AutoShopCalls does not warrant that the Services will identify every caller intent, capture every detail, route every call correctly, operate without interruption, or produce error-free summaries.

16. Limitation of Liability

To the maximum extent permitted by law, AutoShopCalls will not be liable for indirect, incidental, consequential, special, exemplary, punitive, lost profit, lost revenue, lost business, loss of goodwill, loss of data, or substitute service damages.

To the maximum extent permitted by law, AutoShopCalls’ total aggregate liability for all claims relating to the Services will not exceed the amounts paid by Customer to AutoShopCalls for the Services giving rise to the claim during the three months before the event giving rise to liability.

17. Indemnification

Customer will defend, indemnify, and hold harmless AutoShopCalls from claims arising out of Customer’s business, Customer Content, scripts, instructions, customer communications, repair descriptions, pricing language, advertising claims, consent practices, privacy practices, regulatory obligations, use of Output, use of the Services, or violation of this MSA.

AutoShopCalls will promptly notify Customer of a claim for which it seeks indemnification and will reasonably cooperate at Customer’s expense.

18. Term and Termination

This MSA continues while any SOW, checkout subscription, invoice, or order form is active. Either party may terminate an SOW according to its terms. AutoShopCalls may terminate or suspend Services for material breach, nonpayment, unlawful use, unsafe use, or unresolved security risk.

Upon termination, Customer must stop using the Services and pay all amounts due. Sections that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and dispute terms.

19. Dispute Resolution; California Law

The parties will first attempt to resolve disputes through good-faith written notice and discussion. If not resolved, disputes will be governed by California law, excluding conflict-of-law rules, and venue will be in San Diego County, California, except where another venue is required by law.

To the extent permitted by law, claims must be brought individually and not as a class, collective, consolidated, private attorney general, or representative action.

20. General Terms

Neither party may assign this MSA without the other party’s consent, except that AutoShopCalls may assign it in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Notices may be sent by email or other reasonable business communication method.

This MSA, together with applicable SOWs, invoices, checkout records, order forms, and incorporated policies, is the entire agreement for the Services and supersedes prior or contemporaneous understandings regarding the same subject matter.