Master Service Agreement

1. Definitions

"Services" refer to Hexcode's AI Inside Sales and Customer Service solutions, including campaign management, voice AI, inbound and outbound calling, CRM/calendar integrations, and analytics dashboards.

"Personal Identifiable Information (PII)" means any data provided by Customer that relates to an identified or identifiable individual, such as names, emails, or phone numbers.

"Third-Party Services" refers to external providers (e.g., Twilio, OpenAI, AWS) used by Hexcode to deliver its services.

2. Scope of Services

Hexcode will provide the Customer with access to its AI-powered solutions, as outlined in any signed proposal or quote. Service details (e.g., package, usage limits, support tiers) are governed by that signed document.

3. Term & Auto-Renewal

The specific duration of the Initial Term, Renewal Terms, included usage, rollover availability, and overage charges shall be set forth in the applicable Agreement or Order Form. To the extent of any conflict, the Agreement controls.

4. Payment Terms

Payment is collected by credit card unless the entire contract value is paid upfront via invoice.

If applicable, late payments may incur a fee of 1.5% per month or the maximum allowed by law.

All prices are exclusive of taxes unless stated otherwise.

5. Data Security & Privacy

Hexcode:

• Encrypts and safeguards all client data using industry best practices.
• Will notify Customer of any data breaches in accordance with applicable laws.
• Deletes PII within 90 days of account termination unless legally required to retain it.

6. Customer Responsibilities

Customer agrees to:

• Provide lawful and accurate lead data, including obtaining all required consents.
• Comply with all regulations (including FTC, TCPA, CCPA, and GDPR) related to marketing and AI communications.
• Use Hexcode's services responsibly and not for illegal, unethical, or deceptive practices.

7. Intellectual Property

All intellectual property related to the Services (code, models, designs, prompts, workflows) remains the exclusive property of Hexcode. Customer receives a limited, non-transferable license to use the Services during the term.

8. Limitation of Liability

Hexcode's liability is limited to the total fees paid by the Customer in the prior 12 months. Hexcode will not be liable for indirect, incidental, or consequential damages.

9. Indemnification

Customer agrees to indemnify and hold Hexcode harmless from claims related to:

• Improper use of the Services
• Unlawful or unpermitted use of PII
• Violations of marketing or AI-related laws

Hexcode will indemnify the Customer for damages arising from Hexcode's gross negligence or willful misconduct.

10. Termination

Either party may terminate this Agreement with 30 days' written notice after the initial term.

Immediate termination is allowed for material breach not cured within 30 days.

Upon termination, access to the Services ends and PII is deleted within 90 days.

Early Termination and Cancellation Fee. If Customer terminates this Agreement before the end of the Initial Term or any subsequent renewal term (other than for Hexcode's uncured material breach), Customer shall pay a cancellation fee equal to fifty percent (50%) of the remaining Contract Value for the then-current term, plus any unpaid usage-based fees incurred up to the effective termination date. "Contract Value" means all recurring subscription fees that would have become payable from the date of termination through the end of the then-current term.

11. Confidentiality

Both parties agree to keep proprietary information confidential during the term and for three (3) years after termination.

12. Dispute Resolution

All disputes will first be submitted to mediation in Utah. If unresolved, they will be settled by binding arbitration under Utah law.

13. Entire Agreement

This MSA, together with any signed proposal or quote, constitutes the full agreement. No other verbal or written terms apply unless amended in writing.

14. Electronic Signature

The Customer agrees that electronic signatures and online acceptance of quotes or proposals are legally binding and enforceable.

15. Additional Policies

Customer acknowledges and agrees to Hexcode's Privacy Policy and Terms of Service, which govern general use of Hexcode's website and platform. In the event of a conflict between this Agreement and those documents, this Agreement shall prevail for all Services provided under a signed proposal.

16. Overage Billing & Quarterly Adjustments

All usage that exceeds the package's allotted minutes will be billed as overages at the per-minute rate listed in the Customer's proposal. These overages are charged in the following month's billing cycle.

If usage exceeds 110% of the allotted minutes for three (3) consecutive months, Hexcode will automatically upgrade the Customer's package or apply an appropriate add-on block to future billing cycles to better align with actual usage.

If usage falls below 70% of the allotted minutes for three (3) consecutive months, Hexcode may downgrade the Customer's package unless they are already on the lowest plan tier.

Unused minutes are not refundable.

17. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, HEXCODE AI, LLC ("HEXCODE") PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, HEXCODE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HEXCODE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. HEXCODE DOES NOT MAKE ANY WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, THE ACCURACY OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES, OR THAT ANY LEADS OR SALES WILL RESULT FROM USE OF THE SERVICES.

18. Disclaimer of Certain Liabilities and AI Results

HEXCODE'S SERVICES MAY INCLUDE ARTIFICIAL INTELLIGENCE DRIVEN FEATURES THAT GENERATE RESPONSES OR PERFORM AUTOMATED DECISION-MAKING ("AI FEATURES"). CUSTOMER UNDERSTANDS THAT AI FEATURES RELY ON MACHINE LEARNING ALGORITHMS AND THIRD-PARTY SERVICES, AND THE OUTPUT MAY BE INACCURATE, INCOMPLETE, OR MAY REQUIRE ADDITIONAL REVIEW. HEXCODE DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, LEGALITY, OR RELIABILITY OF ANY AI-GENERATED CONTENT OR RECOMMENDATIONS, NOR DOES HEXCODE GUARANTEE ANY PARTICULAR PERFORMANCE METRICS OR OUTCOMES FROM UTILIZING SUCH AI FEATURES.

19. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay is due to causes beyond its reasonable control, including, without limitation, acts of God, fire, flood, earthquake, governmental acts, war, riot, civil unrest, strikes, lockouts, or failures or degradation of telecommunication or internet services or third-party platforms. The affected party shall promptly notify the other party of the force majeure event and make reasonable efforts to mitigate its effects. The time for performance will be extended for the duration of the force majeure event.

20. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, fiduciary, or employment relationship between the parties. Neither party is authorized to act on behalf of or bind the other in any way without the other party's prior written consent.

21. Assignment

Neither party may assign, delegate, or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other party, except to a successor in connection with a merger, consolidation, or sale of all or substantially all of a party's stock or assets to which this Agreement relates, and provided such successor agrees in writing to be bound by the terms of this Agreement. Any attempt to assign or transfer in violation of this section shall be void.

22. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered: (i) when delivered personally; (ii) one (1) business day after having been sent by a nationally recognized overnight mail service; or (iii) on the date of confirmed transmission if sent by email with confirmation of receipt. Notices must be sent to the contact information set forth in the signed proposal or to such other address as a party may designate in writing.

23. Severability; No Waiver

Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be struck and the remaining provisions will remain in full force and effect.

No Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision.

24. Survival

Any provisions that by their nature should survive termination or expiration of this Agreement will survive, including but not limited to confidentiality, indemnification, limitation of liability, and disclaimers.

25. Third-Party Services and Providers

Customer acknowledges and agrees that the Services may depend on, integrate with, or incorporate data and functionalities provided by third-party platforms or services (including, but not limited to, Twilio, AWS, and OpenAI).

HEXCODE MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY DOWNTIME, UNAVAILABILITY, SECURITY INCIDENT, OR OTHER FAILURE OF SUCH THIRD-PARTY SERVICES.

Customer's use of any third-party services may be subject to additional terms from those providers, and Customer agrees to comply with all such terms.

26. Intellectual Property Warranty and Additional Indemnification

IP Warranty. Hexcode represents and warrants that, to its knowledge, the Services do not infringe upon any valid U.S. patent, copyright, or trade secret of any third party.

IP Indemnification. Subject to the limitations and procedures set forth in Section 9 (Indemnification) of this Agreement, Hexcode shall indemnify and hold Customer harmless from any damages awarded to a third party by a court of competent jurisdiction in connection with a claim that the unmodified Services infringe such third party's intellectual property rights. If the Services are found to infringe and Hexcode is unable to secure the right to continue using them, Hexcode may, at its sole discretion and expense: (i) replace or modify the Services so that they are non-infringing, or (ii) terminate the applicable Service. This Section states Hexcode's sole liability and Customer's exclusive remedy with respect to any intellectual property infringement claim.

27. Remedies; No Injunctive Relief

Except as otherwise provided herein, all remedies provided for in this Agreement are cumulative and in addition to any other remedies available at law or in equity. In no event shall Customer seek or be entitled to rescission of this Agreement or injunctive or other equitable relief for any breach or threatened breach by Hexcode of this Agreement, including any breach relating to or arising out of the use of the Services, unless Hexcode has failed to cure a material breach within thirty (30) days of receipt of Customer's written notice of such breach.

28. Specific Telemarketing/AI Compliance

Customer shall be responsible for compliance with all telemarketing laws (including but not limited to the TCPA), data protection regulations (including GDPR, CCPA/CPRA, or equivalent), and evolving AI regulations that govern the manner in which automated calls, texts, or AI-driven messages are sent to leads or other individuals. Hexcode will not be liable for Customer's failure to comply with such laws or regulations. Customer agrees to defend, indemnify, and hold Hexcode harmless from any third-party claims arising out of Customer's violation of the foregoing.

29. No Guarantees of Results or ROI

CUSTOMER ACKNOWLEDGES THAT THE SERVICES (INCLUDING ANY AI FEATURES) ARE INTENDED TO FACILITATE, BUT DO NOT GUARANTEE, INCREASED SALES, LEAD CONVERSION, OR ANY PARTICULAR METRICS. HEXCODE DISCLAIMS ANY AND ALL LIABILITY FOR CUSTOMER'S BUSINESS RESULTS, REVENUE, OR ROI.

30. Compliance with Evolving AI Laws

The parties acknowledge that laws, regulations, and industry standards regarding AI and automated decision-making may evolve. Hexcode will use commercially reasonable efforts to comply with material AI-related laws applicable to it as a service provider. Customer remains responsible for ensuring its own compliance with AI-related laws and any regulatory obligations regarding its specific use of the Services.

31. Attorneys' Fees

In the event of any arbitration or other legal proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees and costs incurred, in addition to any other relief to which such party may be entitled.

32. Publicity Rights

Unless otherwise stated in a signed proposal or quote, Customer grants Hexcode the right to use Customer's name, logo, and a description of the Services provided in Hexcode's marketing materials, websites, and presentations, subject to Customer's prior written approval (which shall not be unreasonably withheld or delayed).

33. Customer Data

33.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to all data it or its users submit to the Services, including customer lists, lead information, call recordings, and conversation transcripts ("Customer Data"). Hexcode acquires no ownership rights in Customer Data.

33.2 License to Hexcode

Customer grants Hexcode and its Affiliates a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, analyze, and otherwise process Customer Data solely for the following purposes:

• To provide, maintain, and support the Services and related technical functions;
• To improve, train, and develop the Services and the machine-learning models that power them; and
• To create Aggregated Data, defined as data or insights that are de-identified and combined with data from other sources so that neither Customer nor any individual is identifiable.

33.3 Use of Aggregated Data

Hexcode may use and commercialize Aggregated Data for any lawful purpose, including product analytics, benchmarking, and industry research, provided it does not identify Customer or any individual.

33.4 Sub-processors (general authorization)

Customer grants Hexcode a general authorization to engage third-party service providers ("Sub-processors") that perform hosting, telecommunications, AI-model processing, analytics, or other functions necessary to deliver the Services. Hexcode will:

• Maintain a confidential list identifying each Sub-processor's legal name, location, and role (the "Sub-processor List") in a secure customer portal or provide it to Customer upon written request under a mutual confidentiality agreement;
• Update the Sub-processor List at least 15 days before engaging a new or replacement Sub-processor and notify Customer by email that the list has changed (without publicly naming the vendor);
• Flow down data-protection obligations no less protective than those in this Agreement and remain fully liable for each Sub-processor's acts and omissions;
• Permit Customer, within the 15-day notice period, to object on reasonable, documented data-protection grounds. If the parties cannot resolve an objection in good faith, Customer may suspend the affected Service or terminate this Agreement for convenience as its sole remedy.

33.5 Compliance with Data-Protection Laws

Each party will comply with applicable privacy and data-protection laws. If Customer Data includes "personal data" subject to the GDPR, CCPA, or similar regimes, the parties will execute Hexcode's Data Processing Addendum ("DPA"), which is incorporated by reference.

33.6 Security

Hexcode will maintain appropriate administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data in accordance with industry standards and best practices. Hexcode will notify Customer of any unauthorized access to Customer Data ("Security Incident") without undue delay and in any event within 72 hours after discovery.

33.7 Retention and Deletion

Hexcode will retain Customer Data only for as long as necessary to perform the Services. Within 30 days after termination or expiration of this Agreement, Hexcode will, at Customer's option, delete or return Customer Data, except that (a) backup copies may be kept for up to 90 days and (b) Hexcode may retain Aggregated Data.

33.8 Customer Instructions

Hexcode will process Customer Data only on documented instructions from Customer that are consistent with the functionality of the Services and this Agreement. Customer is responsible for obtaining all consents and providing all notices necessary to permit Hexcode's lawful processing of Customer Data.

33.9 Indemnity

Customer will defend, indemnify, and hold harmless Hexcode against any third-party claim arising from Customer Data, including allegations that Customer Data infringes intellectual-property, privacy, or other rights, or otherwise violates applicable law.