Master Services Agreement

1. Parties; Acceptance; Business Use

AutoShopCalls is a brand and service operated by BizAssistant.ai LLC. This MSA is between BizAssistant.ai LLC, which owns and operates AutoShopCalls.com (“AutoShopCalls.com,” “Company,” “we,” “us,” or “our”), and the automotive repair or service business identified in an applicable SOW, order form, checkout, invoice, proposal, or other ordering document (“Customer”). It becomes effective on the earliest date Customer signs or electronically accepts it, completes checkout, pays an invoice, activates a paid Service, or first uses a paid Service.

The Services are solely for commercial auto-repair-shop use. Customer represents that the person accepting this MSA has authority to bind Customer.

2. Agreement Documents and Order of Precedence

The agreement consists of this MSA, each accepted SOW or order form, applicable checkout confirmation, the Privacy Policy, and any signed data-processing or service addendum. In a conflict: (1) a signed order form or checkout confirmation controls specific commercial terms; (2) the SOW controls scope and implementation details; (3) this MSA controls legal and risk-allocation terms; and (4) incorporated policies control their subject matter.

No purchase-order term, vendor portal term, email, or other Customer document modifies the agreement unless AutoShopCalls.com expressly agrees in a signed writing identifying the provision being modified.

3. Definitions

“Customer Content” means data, scripts, instructions, recordings, transcripts, caller information, vehicle information, repair-shop information, credentials, and other material supplied by or for Customer. “Output” means AI-generated or system-generated responses, summaries, transcripts, classifications, routing actions, service-appointment entries, and notifications. “Services” means the AI receptionist and related auto-shop call services in an accepted ordering document.

“Customer Talk Time” means cumulative active conversation time during which the Services are connected and talking with callers, as measured by AutoShopCalls.com’s or its providers’ system records. A “Talk-Time Minute” is one minute of Customer Talk Time. Simultaneous calls count separately and cumulatively.

“Free Build” means the pre-activation customized build-page, configuration, review, and test experience. It is not the activated free trial and does not authorize recurring charges. “Initial Private Demo” means the first reviewable AutoShopCalls receptionist configuration prepared from a complete and accurate build submission. It does not include revisions, custom work, unsupported integrations, activation, production launch, phone forwarding, carrier provisioning, or making the receptionist live for customer calls. “Trial” means the activated free trial described in Section 6. “Complete Shop” means the current public $299-per-month AI receptionist offering for one repair-shop location, subject to the published scope and reasonable-use requirements, unless an ordering document states otherwise. “Non-Standard Work” means separately requested custom software, unsupported integrations, or other services outside the published Complete Shop scope and accepted in a written order.

4. Services and Scope

Services may include the website and builder, auto-shop AI receptionist configuration, inbound shop-call answering, missed-call recovery, busy-line, overflow, after-hours or all-call coverage, driver and vehicle intake, approved shop FAQ responses, repair-lead and service-request capture, call summaries, transcripts, recordings where enabled, call routing and transfers, email or SMS notifications, service-appointment and repair-request handling, optional calendar workflows, supported integrations, testing, tuning, and related functionality.

Customers may use an existing shop number through supported forwarding or connection methods and may configure missed, busy, after-hours, overflow, or all-call routing. Customer remains responsible for carrier services, forwarding settings, recipient availability, connected systems, and third-party fees.

Only items expressly included in an accepted ordering document are committed. Features are subject to configuration, carrier and vendor availability, technical feasibility, legal requirements, security requirements, capacity, and Customer cooperation. AutoShopCalls.com may use affiliates, contractors, carriers, cloud providers, AI providers, and other subprocessors.

5. Complete Shop Offering; Usage

Unless an ordering document states otherwise, the current public offering is:

Complete Shop has a $0 setup fee and includes unlimited normal inbound customer calls for one repair-shop location. There are no automatic per-call, per-minute, or per-customer usage charges. Additional locations, outbound campaigns, resale or call-center use, premium-rate or materially higher-cost traffic, and Non-Standard Work require a separate accepted order or plan.

AutoShopCalls.com may measure Customer Talk Time, concurrent calls, traffic patterns, call outcomes, and related usage for service delivery, quality, security, fraud prevention, capacity planning, support, and reasonable-use administration. Ordinary measured usage does not create automatic usage overage charges. AutoShopCalls.com may contact Customer, recommend a workflow change, require a separate plan, restrict abusive traffic, or suspend materially unlawful, fraudulent, automated, destabilizing, or capacity-threatening use. Non-Standard Work is outside Complete Shop unless accepted in a separate written order.

6. Free Build, Trial, Fees, Renewal, and Cancellation

Free Build. AutoShopCalls.com may provide a customized build page without requiring a payment card. The current build flow requests email to issue the private setup link and may reconfirm that email during setup. The Free Build and review period is not the Trial, does not begin paid Services, and does not authorize recurring charges.

Initial Private Demo timing. After AutoShopCalls.com receives a complete and accurate build submission, AutoShopCalls.com typically prepares the Initial Private Demo within one business day. This is a target, not a guaranteed service level, and applies only to the Initial Private Demo. It does not include revisions, custom work, unsupported integrations, activation, production launch, phone forwarding, carrier provisioning, or going live. The delivery period may be extended by incomplete or inaccurate information, Customer-requested changes or delays, third-party outages, force majeure, or circumstances outside AutoShopCalls.com’s reasonable control.

Activation and Trial. After the Initial Private Demo is built, Customer may review and test it. The Initial Private Demo timing target does not promise activation, production launch, phone forwarding, carrier provisioning, or that the receptionist will be live for customer calls within that period. A payment method is requested only if Customer chooses to activate. Before activation, Customer will receive the material price, unlimited-call scope, one-location scope, reasonable-use terms, trial, automatic-renewal, and cancellation disclosures. By affirmatively activating, Customer authorizes the Trial and, unless canceled before the Trial ends, the recurring monthly subscription and any separately authorized Non-Standard Work or taxes.

Acknowledgment and records. AutoShopCalls.com may provide an electronic acknowledgment capable of being retained that identifies the recurring service, price, billing frequency, included scope, usage-charge policy, trial duration, cancellation policy and method, and contact information. Where applicable law requires, consent to automatic renewal will be clear, affirmative, and separately recorded, and verification will be retained for the required period.

The Trial begins at activation and lasts 30 days. There is no charge when it begins. Unless Customer cancels before the Trial ends, paid Complete Shop service begins automatically when the 30-day Trial ends.

Paid Fees. Complete Shop is $299 per month, billed monthly in advance, and automatically renews monthly until canceled. The paid plan includes unlimited normal inbound customer calls for one repair-shop location and has no automatic per-call, per-minute, or per-customer usage charges. Customer authorizes the accepted monthly fee, applicable taxes, and any Non-Standard Work or other fees expressly disclosed and separately accepted in an ordering document or activation flow. Customer must maintain accurate billing information and a valid payment method. Usage and billing records are based on AutoShopCalls.com and provider system records, subject to correction for manifest error.

Cancellation. Customer may cancel before the Trial ends and pay nothing. Customer may cancel paid Services through any available account mechanism or by emailing [email protected]. If Customer activated online, an online cancellation method will be available without requiring a telephone call, subject to applicable law. Cancellation of paid Services takes effect at the end of the current paid term unless the ordering document or applicable law states otherwise. AutoShopCalls.com will provide confirmation and required notices where applicable.

Refunds, taxes, and changes. Fees are non-refundable and not prorated except where required by law or expressly stated in writing. Customer is responsible for sales, use, excise, telecommunications, and similar taxes, excluding taxes on AutoShopCalls.com’s net income, and for chargebacks, bank fees, and reasonable collection costs caused by Customer’s nonpayment. Future recurring pricing or usage changes may apply on at least 30 days’ advance notice before renewal; Customer may cancel before the changed renewal term.

7. Customer Responsibilities and Cooperation

Customer will provide accurate, complete, and current scripts, FAQs, hours, prices, locations, offers, appointment rules, cancellation policies, disclosure language, escalation contacts, and integration access. Customer will timely review and approve configurations, test the Services before production use, monitor performance, and maintain human coverage for escalations and exceptions.

Customer is solely responsible for its business, products, services, employees, contractors, customers, callers, advertising, claims, fulfillment, appointments, pricing, refunds, licenses, insurance, tax obligations, and compliance. Customer must promptly update workflow-critical information and must not direct AutoShopCalls.com to make unlawful, deceptive, unsubstantiated, discriminatory, or unauthorized statements.

8. Legal Compliance; Calls; Recording; AI and Messaging Disclosures

Customer is responsible for identifying and complying with laws applicable to its business and use of the Services, including privacy, call recording, wiretapping, telemarketing, automated calling, SMS, email, consumer protection, advertising, accessibility, professional licensing, and industry-specific requirements.

Customer must approve and maintain all legally required AI/bot disclosures, call-recording notices and consents, privacy notices, opt-in and opt-out language, do-not-call procedures, and consent records. Customer must not disable a required disclosure. Customer will promptly honor STOP, unsubscribe, do-not-call, and other consent revocations and will provide evidence of consent upon reasonable request.

Outbound telemarketing, mass messaging, prerecorded or AI-generated voice campaigns, debt collection, or regulated solicitation are excluded unless expressly approved in a signed SOW with appropriate safeguards.

9. Calendar Booking, Transfers, and Third-Party Services

Optional calendar booking may use supported platforms such as Google Calendar, Apple Calendar, and Outlook Calendar. Customer is responsible for permissions, availability, service durations, buffers, time zones, staff schedules, duplicate calendars, cancellation and rescheduling rules, and confirming appointment accuracy.

Transfers and notifications depend on carrier routing, recipient availability, filtering, Customer systems, and third parties. AutoShopCalls.com does not guarantee availability, successful booking, absence of double-booking, or completion of every transfer, message, or integration action.

Customer authorizes AutoShopCalls.com to access and use approved third-party accounts as necessary. Customer is responsible for third-party fees, terms, credentials, permissions, configuration, and data retention. AutoShopCalls.com is not responsible for third-party outages, policy changes, API changes, carrier blocking, or third-party acts or omissions.

10. Customer Content; Instructions; License

Customer retains ownership of Customer Content and grants AutoShopCalls.com and its subprocessors a worldwide, non-exclusive, limited license to host, copy, transmit, transform, and otherwise process Customer Content to provide, secure, support, troubleshoot, and improve the Services, comply with law, and enforce the agreement.

Customer represents and warrants that Customer Content, instructions, and processing are lawful and do not infringe or violate third-party rights. Customer will not provide highly sensitive or regulated data unless the workflow and required addendum are expressly approved.

AutoShopCalls.com may use aggregated or deidentified information that does not reasonably identify Customer or an individual for analytics, security, capacity planning, benchmarking, and service improvement.

11. AI Output; Human Review; No Reliance

Output may be incomplete, inaccurate, delayed, duplicated, or unsuitable. Customer must review material Output and maintain human oversight appropriate to its business. Customer may not use Output as the sole basis for legal, medical, financial, safety, employment, eligibility, lending, insurance, or other high-impact decisions.

Customer is responsible for deciding whether and how to act on Output and for all communications, commitments, appointments, offers, and decisions made by Customer or on Customer’s behalf.

12. Confidentiality

Each party may receive non-public information that a reasonable person would understand to be confidential. The receiving party will use it only for the agreement and protect it using at least reasonable care. It may disclose confidential information to personnel and vendors who need to know and are bound by confidentiality duties.

Confidentiality obligations do not apply to information that is public without breach, previously known without restriction, independently developed, rightfully received from another source, or required to be disclosed by law. Where lawful, the receiving party will provide prompt notice and reasonable assistance regarding compelled disclosure.

13. Security, Privacy, and Data Processing

AutoShopCalls.com will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content. No system can be guaranteed perfectly secure. Customer is responsible for its own accounts, devices, credentials, forwarding rules, calendars, CRMs, email, phone systems, and personnel access.

Depending on context, Customer may be the controller/business and AutoShopCalls.com may be a processor/service provider for caller data. Customer is responsible for lawful instructions, notices, consent, data minimization, retention choices, and responding to data-subject requests. If legally required and mutually agreed, the parties may execute a data processing addendum or business associate agreement; absent such an executed agreement, Customer must not use the Services for data requiring it.

AutoShopCalls.com may notify Customer of a confirmed security incident involving Customer Content as required by applicable law or an executed addendum. Customer must promptly notify AutoShopCalls.com of suspected compromise involving connected systems.

14. Intellectual Property; Feedback; Restrictions

AutoShopCalls.com and its licensors own all rights in the Services, software, models, prompts, workflows, templates, interfaces, documentation, processes, analytics, know-how, and improvements. Customer receives a limited, non-exclusive, non-transferable, revocable right to use the Services during the term for internal business operations.

Customer may not copy, resell, sublicense, reverse engineer, scrape, bypass controls, publicly benchmark, or use the Services, Output, confidential information, or documentation to build or train a competing product, except where a restriction is prohibited by law. Feedback may be used without restriction or compensation.

15. Acceptable Use; Prohibited and High-Risk Uses

Customer may not use the Services for unlawful, deceptive, abusive, infringing, discriminatory, harassing, threatening, exploitative, fraudulent, or spam-related purposes; to impersonate others; to transmit malware; to evade consent or carrier rules; to unlawfully collect data; or to interfere with service operation.

Unless separately approved in a signed writing, Customer may not use the Services for emergency dispatch or 911 replacement, medical diagnosis or triage, medication decisions, legal advice or representation, financial or tax advice, lending, underwriting, insurance eligibility, employment eligibility, protected-class decisions, safety-critical systems, or any use where an error could foreseeably cause death, serious injury, unlawful discrimination, or material legal harm.

16. Suspension; Termination; Effect

AutoShopCalls.com may suspend, limit, or terminate Services for non-payment, failed payment, chargeback, fraud risk, security risk, breach, unlawful or abusive use, excessive usage, carrier or vendor risk, threatened harm, government request, or discontinuation. Where practical, AutoShopCalls.com will provide notice and an opportunity to cure; immediate action may be taken when reasonably necessary.

Either party may terminate an SOW for material breach not cured within 15 days after written notice. Customer may cancel month-to-month Services as stated in Section 6. Upon termination, access ends and accrued fees remain due. Provisions concerning payment, confidentiality, content rights, IP, disclaimers, liability, indemnity, disputes, and general terms survive.

17. Disclaimers and No Business-Outcome Warranty

EXCEPT FOR EXPRESS COMMITMENTS SPECIFICALLY STATED IN THIS MSA, AN ACCEPTED ORDER, OR AN APPLICABLE SOW, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, INTEGRATIONS, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AUTOSHOPCALLS.COM DISCLAIMS ALL OTHER EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, UNINTERRUPTED OR ERROR-FREE OPERATION, AND RESULTS.

AutoShopCalls.com does not warrant that every call will be answered or correctly handled; that every detail, consent, or appointment will be captured; that transfers, messages, calendars, or integrations will work; or that Customer will receive any minimum leads, appointments, conversion, revenue, savings, satisfaction, or compliance result.

18. Limitation of Liability; Contractual Claim Period

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTOSHOPCALLS.COM AND ITS AFFILIATES, OWNERS, PERSONNEL, CONTRACTORS, LICENSORS, AND VENDORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, MISSED CALLS, APPOINTMENTS, SERVICE INTERRUPTION, OR SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

THEIR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO AUTOSHOPCALLS.COM FOR THE AFFECTED SERVICE DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM.

Any claim must be commenced within one year after accrual or is permanently barred, except where prohibited. These limits apply regardless of theory and even if a remedy fails of its essential purpose. They are an essential basis of the bargain.

19. Customer Indemnification

Customer will defend, indemnify, and hold harmless AutoShopCalls.com and its affiliates, owners, officers, personnel, contractors, licensors, and vendors from third-party claims, investigations, penalties, fines, losses, liabilities, damages, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to Customer’s business; Customer Content; products or services; scripts, claims, or instructions; callers or customers; appointments; communications; violation of law or third-party rights; breach; or misuse of Output or the Services.

AutoShopCalls.com will provide reasonable notice and cooperation. Customer may control the defense with qualified counsel but may not settle in a manner that admits fault by, imposes obligations on, or fails to fully release AutoShopCalls.com without our prior written consent.

20. Informal Resolution; Arbitration; Class and Jury Waivers

A party must first send written notice describing the dispute and requested relief and allow 30 days for good-faith informal resolution. Notices to AutoShopCalls.com must be emailed to [email protected].

Unresolved disputes will be finally resolved by one arbitrator under the Federal Arbitration Act and JAMS Comprehensive Arbitration Rules and Procedures. Arbitration may occur remotely or in San Diego County, California. The arbitrator may award individual remedies available in court but may not consolidate claims or preside over a class, collective, coordinated, or representative proceeding.

Either party may bring an eligible individual small claims action and may seek temporary or injunctive relief in court for unauthorized access, misuse, intellectual property, confidentiality, or security. If arbitration is unenforceable for a dispute, exclusive venue lies in the state and federal courts in San Diego County, California. Each party waives trial by jury to the maximum extent permitted by law.

21. General Terms

California law governs without regard to conflicts rules. The parties are independent contractors. Neither may bind the other, and no third party is a beneficiary.

AutoShopCalls.com is not liable for delays or failures caused by events beyond reasonable control, including carrier or vendor failures, internet or utility outages, cyberattacks, labor disputes, government acts, natural disasters, epidemics, war, terrorism, and force majeure.

Customer may not assign the agreement without AutoShopCalls.com’s written consent. AutoShopCalls.com may assign it in connection with a merger, financing, reorganization, sale of assets, or transfer of the Services. Notices may be delivered electronically. If a provision is unenforceable, it will be modified minimally and the remainder remains effective. No waiver is effective unless written. Headings are for convenience.

The agreement is the entire agreement on its subject and supersedes prior discussions. Amendments must be in a signed writing or an updated online agreement accepted by Customer. Counterparts and electronic signatures are effective.