SCHEDULEIX
MASTER SERVICES AGREEMENT
including Data Processing Addendum
Adaptive Intelligence Systems LLC (d/b/a ScheduleIX)
Version 1.0 — DRAFT FOR ATTORNEY REVIEW — NOT FOR EXECUTION
MASTER SERVICES AGREEMENT
This Master Services Agreement (the "Agreement") is entered into as of the date of electronic acceptance (the "Effective Date") by and between Adaptive Intelligence Systems LLC, a New York limited liability company doing business as ScheduleIX ("Provider"), and the customer identified in the applicable Order Form or online onboarding submission ("Customer"). Provider and Customer are each a "Party" and together the "Parties."
1. Services
1.1 Provider will build, train, deploy, and operate one or more artificial-intelligence voice agents (the "Agents") that answer, place, or otherwise handle telephone calls and related text messages on Customer's behalf, as described in the onboarding submission and any mutually agreed statement of work (collectively, the "Services").
1.2 The Services may include, at Customer's direction: integration with Customer's scheduling, calendar, customer-relationship-management ("CRM"), point-of-sale, and telephony systems; reading and writing appointment records; sending confirmations and reminders by SMS; call recording and transcription; and post-call automations.
1.3 Provider will use commercially reasonable efforts to deploy the initial Agent within five (5) business days of receiving all required Customer Materials (defined below) and first payment. Deployment timelines are estimates, not guarantees.
2. Customer Materials; Access Credentials
2.1 "Customer Materials" means all data, documents, recordings, credentials, and other materials Customer provides to Provider, including menus, staff rosters, price lists, insurance information, call scripts, call recordings, and access to Customer systems.
2.2 Customer grants Provider a non-exclusive, non-transferable license to use Customer Materials solely to provide the Services. Customer retains all right, title, and interest in Customer Materials.
2.3 Customer represents and warrants that: (a) it has all rights and consents necessary to provide the Customer Materials to Provider, including any consents required from data subjects whose personal information is included; (b) its instructions to Provider will comply with applicable law; and (c) it has obtained any consents required to record calls in the jurisdictions where its callers are located.
2.4 Where Customer supplies login credentials to third-party systems, Customer will, where available, provision least-privilege, auditable service accounts rather than personal accounts. Provider will access such systems solely as necessary to provide the Services.
3. Fees and Payment
3.1 Customer will pay the recurring subscription fee stated at checkout or in an Order Form (currently $2,499 per month for the standard plan unless otherwise agreed), billed monthly in advance by credit card or ACH through Provider's payment processor.
3.2 Fees are non-refundable except as expressly stated in this Agreement. Provider may update pricing with thirty (30) days' notice, effective at the next renewal.
3.3 Usage-based charges (e.g., telephony minutes above included allotments), if any, will be described in the Order Form and billed monthly in arrears.
3.4 Late amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is less. Provider may suspend Services for accounts more than fifteen (15) days past due after notice.
4. Term and Termination
4.1 This Agreement begins on the Effective Date and continues month-to-month until terminated. Either Party may terminate for convenience effective at the end of the then-current billing month by written notice (email sufficient).
4.2 Either Party may terminate immediately for material breach not cured within fifteen (15) days of notice.
4.3 Upon termination: (a) Provider will cease operating the Agents; (b) Provider will make Customer Data (defined in the DPA) available for export for thirty (30) days, then delete it per the DPA; and (c) Sections 5 through 12 survive.
5. Confidentiality
5.1 Each Party will protect the other's Confidential Information with at least the care it uses for its own similar information, and no less than reasonable care, and will use it only to perform under this Agreement. "Confidential Information" includes Customer Materials, Customer Data, pricing, and the non-public terms of this Agreement.
5.2 Exclusions: information that is or becomes public through no fault of the recipient; was known before disclosure; is independently developed; or is rightfully received from a third party. A Party may disclose Confidential Information when legally compelled, with notice to the other Party where lawful.
6. Intellectual Property
6.1 Provider retains all right, title, and interest in the Services, the Agents, underlying models, prompts, software, and any improvements, excluding Customer Materials and Customer Data.
6.2 Provider will not use Customer Data or Customer Materials to train models made available to other customers without Customer's prior written consent. Provider may use aggregated, de-identified usage data that does not identify Customer or any individual for service improvement and analytics.
7. Acceptable Use; Compliance
7.1 Customer will not use the Services to place calls or send messages in violation of applicable law, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, state mini-TCPA statutes, and do-not-call rules. Customer is responsible for obtaining any consents required for calls and texts to its customers and prospects.
7.2 Provider will configure Agents to identify themselves as automated where required by applicable law, and to honor opt-out requests (e.g., "STOP" for SMS).
7.3 The Services are not intended for emergency calls. Customer acknowledges Agents cannot place calls to emergency services.
8. Warranties; Disclaimers
8.1 Each Party warrants it has the authority to enter into this Agreement.
8.2 Provider warrants it will provide the Services in a professional and workmanlike manner substantially consistent with industry standards.
8.3 EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AGENTS WILL HANDLE EVERY CALL CORRECTLY. AI-GENERATED RESPONSES MAY CONTAIN ERRORS; CUSTOMER IS RESPONSIBLE FOR REVIEWING CONFIGURATIONS AND ESCALATION RULES.
9. Indemnification
9.1 By Customer: Customer will defend and indemnify Provider against third-party claims arising from (a) Customer Materials, (b) Customer's violation of law, including telemarketing and call-recording laws, or (c) Customer's breach of Section 2.3 or Section 7.
9.2 By Provider: Provider will defend and indemnify Customer against third-party claims that the Services, as provided by Provider and used as authorized, infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret. Provider may, at its option, procure rights, modify the Services, or terminate and refund prepaid unused fees.
10. Limitation of Liability
10.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUES, EVEN IF ADVISED OF THE POSSIBILITY.
10.2 EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
10.3 The caps in Section 10.2 do not apply to: (a) Customer's payment obligations; (b) either Party's indemnification obligations; (c) breach of Section 5 (Confidentiality); or (d) Provider's breach of the DPA resulting in unauthorized disclosure of Customer Data, for which Provider's aggregate liability is capped at two times (2x) the fees paid in the preceding twelve (12) months.
11. Insurance
Provider will maintain commercially reasonable insurance, including technology errors & omissions and cyber liability coverage, during the term. Certificates are available on request.
12. General
12.1 Governing Law; Venue. This Agreement is governed by the laws of the State of New York, without regard to conflicts rules. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Suffolk County, New York.
12.2 Assignment. Neither Party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
12.3 Notices. Legal notices to Provider: hello@scheduleix.com. Notices to Customer: the email on the account.
12.4 Entire Agreement; Order of Precedence. This Agreement, the DPA, and any Order Form are the entire agreement. If they conflict, the order of precedence is: (1) DPA, (2) Order Form, (3) this MSA.
12.5 Electronic Acceptance. Customer may accept this Agreement by checkbox, click-through, or electronic signature, each of which constitutes a binding signature under the E-SIGN Act and New York ESRA.
DATA PROCESSING ADDENDUM
This Data Processing Addendum ("DPA") forms part of the Agreement and governs Provider's processing of Customer Data.
1. Definitions
"Customer Data" means personal information and other data that Provider processes on Customer's behalf in providing the Services, including caller names, phone numbers, call recordings, transcripts, appointment details, and data read from or written to Customer systems. Customer Data does not include Provider's operational logs or aggregated, de-identified data.
"Processing" has the meaning given in applicable privacy law; "process" is construed accordingly.
2. Roles; Instructions
2.1 As between the Parties, Customer is the controller (or "business") and Provider is the processor (or "service provider") of Customer Data.
2.2 Provider will process Customer Data only: (a) to provide the Services; (b) per Customer's documented instructions, including the onboarding configuration; and (c) as required by law, with notice to Customer where lawful.
2.3 Provider will not sell Customer Data, share it for cross-context behavioral advertising, or retain, use, or disclose it outside the direct business relationship with Customer, within the meaning of the California Consumer Privacy Act as amended.
3. Confidentiality of Processing
Provider will ensure persons authorized to process Customer Data are bound by confidentiality obligations and will limit access to personnel who need it to provide the Services.
4. Security
Provider will maintain administrative, technical, and physical safeguards appropriate to the nature of the data, including: encryption of Customer Data in transit (TLS 1.2+) and at rest; per-tenant logical isolation; role-based access controls; unique credentials and multi-factor authentication for administrative access; and secure disposal procedures. Provider will not materially degrade these safeguards during the term.
5. Subprocessors
5.1 Customer authorizes Provider to use subprocessors to provide the Services, including cloud hosting, telephony carriers, speech-to-text and text-to-speech providers, large-language-model providers, payment processing, and messaging providers. Provider will maintain a current list of subprocessors and provide it on request.
5.2 Provider will bind subprocessors to data-protection obligations no less protective than this DPA and remains responsible for their performance.
5.3 Provider will give notice (email sufficient) of new subprocessors that materially change the processing of Customer Data. If Customer reasonably objects on data-protection grounds and the Parties cannot resolve the objection within fifteen (15) days, Customer may terminate the affected Services with a pro-rata refund of prepaid fees.
6. Call Recordings and Transcripts
6.1 Recording and transcription settings are configured per Customer's instructions during onboarding. Customer is responsible for determining whether one-party or all-party consent applies to its call flows and instructing Provider accordingly.
6.2 Where Customer directs suppression of recordings (e.g., for health-care workflows), Provider will configure the Services accordingly.
7. Data Subject and Consumer Requests
Provider will promptly forward to Customer any data-subject or consumer request it receives relating to Customer Data (access, deletion, correction, opt-out) and will provide reasonable assistance, at Customer's cost for extraordinary efforts, to enable Customer to respond within legally required timeframes.
8. Security Incidents
Provider will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a confirmed breach of security leading to accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data. The notice will describe the nature of the incident, the data affected, measures taken, and a contact point. Provider will reasonably cooperate with Customer's legally required notifications.
9. Audits and Assessments
No more than once per year (or following a confirmed incident), Provider will respond to Customer's reasonable written security questionnaires and make available summaries of third-party assessments it possesses. On-site audits, if any, require thirty (30) days' notice, occur during business hours, and are at Customer's cost.
10. Data Return and Deletion
Upon termination and Customer's written request made within thirty (30) days, Provider will export Customer Data in a commonly used machine-readable format. Thereafter Provider will delete Customer Data within sixty (60) days, except copies retained as required by law or in routine backups, which remain protected by this DPA until destroyed.
11. HIPAA
The Services are not intended to process protected health information ("PHI") unless the Parties execute a separate Business Associate Agreement ("BAA"). Customer will not configure workflows that transmit PHI to Provider absent an executed BAA.
12. Conflict
If this DPA conflicts with the MSA, this DPA controls with respect to processing of Customer Data.
ACCEPTANCE
Customer accepts this Agreement, including the Data Processing Addendum, by (a) checking the acceptance box during online onboarding, (b) executing an Order Form referencing this Agreement, or (c) using the Services.
PROVIDER: Adaptive Intelligence Systems LLC (d/b/a ScheduleIX)
By: _________________________________ Name: ____________________ Title: ____________________ Date: ____________
CUSTOMER:
By: _________________________________ Name: ____________________ Title: ____________________ Date: ____________
DRAFT — This document was prepared without attorney involvement and must be reviewed by licensed counsel before first use.