This Client Service Agreement (the “Agreement”) is entered into as of the date of acceptance (the “Effective Date”) by and between A to Z AI Systems, LLC, an Arizona limited liability company, 7350 E Stetson Dr, Scottsdale, AZ 85251 (“Provider,” “we,” “us”), and the business accepting this Agreement (“Client”). Provider and Client may each be referred to as a “Party.”
1.1 Scope. Provider will design, deploy, and operate AI-powered business systems for Client as described in the plan selected at checkout or on an Order Form, which may include: an AI voice receptionist answering Client’s designated phone line(s); appointment scheduling integrated with Client’s calendar; message taking and notification; lead follow-up automation; review requests; reporting; and related setup, configuration, and support (the “Services”).
1.2 Changes. Client may upgrade or downgrade plans with effect from the next monthly billing cycle. Material custom work outside the selected plan will be quoted separately in writing.
1.3 Support. Provider will provide reasonable email and phone support during business hours (Monday–Friday, 9am–6pm Arizona time) and will use commercially reasonable efforts to remedy Service interruptions promptly.
2.1 Term. This Agreement begins on the Effective Date and continues month-to-month until terminated.
2.2 Termination for convenience. Either Party may terminate with written notice (email sufficient) effective at the end of the then-current monthly billing period. No long-term commitment is required.
2.3 Termination for cause. Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure within ten (10) days of written notice, or immediately upon any breach of Sections 4.2, 4.3, or 6.
2.4 Effect of termination. Upon termination: (a) Client’s access to the Services ends at the effective date of termination; (b) fees already paid are non-refundable except as required by law; (c) if Client’s phone number was provisioned by Provider, Provider will reasonably cooperate to port the number to Client at Client’s request and expense; and (d) Provider will delete Client Data pursuant to Section 6.5.
3.1 Fees. Client will pay the one-time setup fee and recurring monthly fee for the selected plan, plus any custom work approved in writing. All fees are in U.S. dollars.
| Plan | One-Time Setup Fee | Monthly Service Fee |
|---|---|---|
| Core | $2,000 | $400 / month |
| Pro | $3,000 | $650 / month |
| Complete | $5,000 | $1,000 / month |
3.2 Billing. Fees are billed via Provider’s payment processor (currently Stripe). The monthly fee is charged in advance each billing cycle. Client authorizes recurring charges to its payment method on file.
3.3 Setup fee. The setup fee compensates initial design, configuration, and deployment work and is earned upon commencement of that work. It is non-refundable once the system has been delivered for Client review.
3.4 Failed payment; suspension. If a recurring payment fails and is not cured within seven (7) days of notice, Provider may suspend the Services (including AI answering of Client’s line) until payment is made. Provider is not responsible for calls missed during a suspension under this Section.
3.5 Taxes. Fees are exclusive of applicable taxes, which are Client’s responsibility (excluding taxes on Provider’s income).
4.1 Cooperation and accuracy. Client will provide accurate, current business information (services, pricing, hours, policies) for the AI system’s knowledge base and will promptly notify Provider of changes. Provider is not liable for AI responses that are wrong because Client-supplied information was wrong or outdated.
4.2 Call recording and disclosure compliance. The Services include recording and/or transcription of calls, and Provider configures AI agents to announce that the call is handled by an AI assistant and may be recorded. Client — not Provider — is responsible for determining and complying with the call-recording, monitoring, telemarketing, and bot-disclosure laws applicable to Client’s business, industry, and callers’ locations. Client warrants that its use of the Services complies with such laws and will not instruct Provider to remove or alter legally required disclosures.
4.3 Regulated data. Unless expressly agreed in a signed writing (including any legally required Business Associate Agreement), Client will not use the Services to collect or process protected health information (HIPAA), payment card numbers, Social Security numbers, or similar highly regulated data, and will not deploy the Services for use cases requiring such processing.
4.4 Outbound calling. Any outbound calling or texting features will only contact individuals who have provided consent recognized under applicable law (including the TCPA), such as persons who submitted an inquiry to Client or called Client first. Client warrants it will not supply Provider with cold-contact lists for automated outreach.
4.5 Acceptable use. Client will not use the Services for unlawful, deceptive, or harassing purposes.
5.1 Acknowledgment. Client acknowledges that the Services use artificial intelligence, which is probabilistic: the AI may occasionally mishear, misunderstand, or state incorrect information, and may be unavailable due to failures of telephony carriers, AI model providers, or other third-party services.
5.2 Not professional advice. AI agents do not provide medical, legal, financial, or other professional advice, and the Services are not an emergency service. Client will not represent otherwise to its customers.
5.3 Service levels. Provider will use commercially reasonable efforts to keep the Services operating continuously but does not guarantee uninterrupted or error-free operation. Client’s exclusive remedies for Service failures are set out in Sections 2 and 8.
6.1 Ownership. As between the Parties, Client owns all data collected from Client’s callers and customers through the Services — including call recordings, transcripts, messages, bookings, and contact details (“Client Data”). Provider owns its systems, software, workflows, prompts, templates, and know-how.
6.2 Provider role. Provider processes Client Data solely as Client’s service provider, to provide, support, secure, and improve the Services, and as required by law. Provider will not sell Client Data or use it for third-party advertising.
6.3 Subprocessors. Client authorizes Provider’s use of third-party subprocessors to deliver the Services, currently including: Vapi (voice AI), OpenAI (language processing), Twilio (telephony/SMS), Google (calendar/email/storage), n8n (workflow automation), Supabase (database), Stripe (payments), and Postmark (transactional email). Provider remains responsible for its subprocessors’ handling of Client Data and may update this list with notice.
6.4 Security. Provider will maintain commercially reasonable administrative and technical safeguards, including access controls, credential management, and per-client data separation. Provider will notify Client without undue delay upon becoming aware of a breach of security affecting Client Data.
6.5 Retention and deletion. Provider retains operational Client Data (recordings, transcripts, messages) for up to twelve (12) months in the ordinary course unless otherwise agreed. Upon termination and Client’s written request, Provider will delete Client Data within thirty (30) days, except records retained for legal, billing, or audit purposes.
6.6 Data subject requests. Each Party will reasonably cooperate with the other to respond to individuals exercising privacy rights over Client Data.
7.1 Provider IP. Provider retains all right, title, and interest in and to its platform configurations, workflows, prompts, integrations, templates, documentation, and improvements, regardless of whether developed for Client. Provider grants Client a non-exclusive, non-transferable license to use these as embodied in the Services during the term.
7.2 Client IP. Client retains all rights in its trademarks, business information, and Client Data. Client grants Provider a license to use them solely to provide the Services.
7.3 Publicity. Provider may identify Client by name and logo as a customer unless Client opts out in writing.
8.1 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.2 Exclusion of damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES (INCLUDING MISSED CALLS OR MISSED APPOINTMENTS), EVEN IF ADVISED OF THE POSSIBILITY.
8.3 Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITS DO NOT APPLY TO CLIENT’S PAYMENT OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.
9.1 By Client. Client will defend and indemnify Provider against third-party claims arising from: (a) Client’s breach of Sections 4.2–4.5; (b) Client-supplied content or instructions; or (c) Client’s violation of law in its use of the Services.
9.2 By Provider. Provider will defend and indemnify Client against third-party claims that the Services, as provided by Provider and used as permitted, infringe a U.S. intellectual property right.
10.1 Governing law; venue. This Agreement is governed by the laws of the State of Arizona, without regard to conflicts rules. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Maricopa County, Arizona.
10.2 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, including carrier or AI-provider outages, internet failures, and acts of God.
10.3 Independent contractor. Provider is an independent contractor; nothing creates a partnership, agency, or employment relationship.
10.4 Assignment. Neither Party may assign this Agreement without the other’s consent, except to a successor in a merger or sale of substantially all assets.
10.5 Notices. Notices must be in writing and are effective when sent by email to Provider at aiden@azaisystems.com and to Client at the email provided at checkout or on the Order Form.
10.6 Entire agreement; electronic acceptance. This Agreement (with any Order Form) is the entire agreement between the Parties on its subject and supersedes prior discussions. Client’s electronic acceptance — including checking an agreement box at checkout or paying an invoice referencing this Agreement — constitutes Client’s signature. Amendments must be in a writing signed or electronically accepted by both Parties.
10.7 Severability; waiver. If a provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver.
10.8 Survival. Sections 2.4, 3, 6, 7, 8, 9, and 10 survive termination.
A to Z AI Systems, LLC · 7350 E Stetson Dr, Scottsdale, AZ 85251 · aiden@azaisystems.com · (424) 475-6287