Effective Date: April 4, 2026 · Version 2.0
This Master Services Agreement ("Agreement") is entered into by and between Elevation Group AI LLC, a Texas limited liability company doing business as Elevation Group ("Provider"), and the entity or individual identified in the applicable Statement of Work ("Customer"). By executing a Statement of Work referencing this Agreement, or by accepting Provider's proposal or commencing use of the Services, both parties agree to be bound by all terms and conditions herein. This Agreement supersedes Version 1.0 dated September 18, 2025.
This Master Services Agreement together with all Statements of Work, exhibits, schedules, and amendments executed by the parties.
Any automated process, AI-powered application, chatbot, voice assistant, integration, or business automation system designed, built, configured, or deployed by Provider on behalf of Customer.
Any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. This includes, without limitation, business plans, technical data, product roadmaps, customer lists, financial information, AI workflow configurations, prompt libraries, API credentials, integration architectures, and proprietary processes.
All electronic data, information, or materials submitted by Customer to Provider in connection with the Services, including but not limited to personal data, business records, customer records, documents, and any content uploaded to, processed by, or generated within the Services.
The AI automation, consulting, development, integration, and related professional services described in the applicable Statement of Work. Services may include, but are not limited to, the following service lines offered by Provider:
A document executed by both parties describing the specific Services, deliverables, timelines, fees, payment schedule, and other project-specific terms. Each SOW is incorporated into and governed by this Agreement.
This Agreement establishes the general terms and conditions under which Provider will deliver Services. Specific project details, deliverables, timelines, and fees are set forth in individual SOWs executed under this Agreement. Multiple SOWs may be active simultaneously.
In the event of a conflict between this Agreement and any SOW, the terms of this Agreement shall prevail unless the SOW expressly states that it supersedes a specific provision of this Agreement, in which case the SOW shall control with respect to that provision only.
Provider shall perform the Services described in each SOW in a professional and workmanlike manner, consistent with generally accepted industry standards. Provider shall allocate sufficient resources and qualified personnel to meet the timelines and deliverables specified in the applicable SOW. Provider's standard target deployment timeline for initial AI workflow implementations is fourteen (14) calendar days from the date of project kickoff and receipt of all required Customer inputs, subject to project scope and complexity.
Unless otherwise specified in a SOW, all Services are delivered remotely. Provider will communicate with Customer via email, video conferencing, and shared project management tools. On-site services may be arranged separately and will be reflected in the applicable SOW including any associated travel expenses.
Customer shall: (a) provide timely access to necessary systems, APIs, data, platforms, and personnel required for Provider to perform the Services; (b) designate a primary point of contact with authority to make project decisions; (c) respond to Provider requests within three (3) business days unless otherwise agreed; and (d) ensure that all information and data provided to Provider is accurate, complete, and that Customer has the right to share it. Customer acknowledges that delays in fulfilling these responsibilities may extend project timelines and that such delays are not grounds for a fee reduction or termination for cause.
Unless expressly stated in a SOW, the Services do not include: (a) hardware procurement or installation; (b) third-party software licenses or subscription fees; (c) ongoing support and maintenance beyond the engagement term; or (d) services not specifically described in the applicable SOW. Additional work requests will require a Change Order or new SOW.
Either party may request changes to the scope of an active SOW. All scope changes must be documented in a written Change Order signed by both parties prior to implementation. Change Orders may adjust timelines, deliverables, and fees. Provider is not obligated to begin changed scope work until a Change Order is fully executed.
Upon delivery of each deliverable, Customer shall have ten (10) business days to review and either accept or reject it in writing. Any rejection must include specific, reasonable detail regarding the non-conformance with SOW requirements. If Customer does not respond within the acceptance period, the deliverable shall be deemed accepted. Provider shall have a reasonable cure period of ten (10) business days to address any documented non-conformance.
Customer shall pay Provider the fees set forth in each SOW. Fees may be structured as fixed-price project fees, monthly retainer fees, or a combination, as specified in the SOW. All fees are stated in United States Dollars (USD) and are exclusive of applicable taxes.
Provider will issue invoices per the schedule set forth in each SOW. Unless otherwise stated in the SOW: (a) fixed-price projects are invoiced 50% at project kickoff and 50% upon delivery of the final deliverable; (b) retainer engagements are invoiced monthly in advance on the first of the month. Payment is due within thirty (30) days of the invoice date ("Net 30").
Undisputed invoices not paid by the due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Texas law, whichever is lower. Provider reserves the right to suspend Services for any account with invoices overdue by more than fifteen (15) days, upon written notice to Customer.
If Customer disputes any portion of an invoice in good faith, Customer shall: (a) pay the undisputed portion by the due date; (b) provide written notice of the dispute with sufficient detail within ten (10) days of the invoice date; and (c) work with Provider in good faith to resolve the dispute within thirty (30) days.
Customer shall reimburse Provider for pre-approved out-of-pocket expenses incurred in connection with the Services, including but not limited to third-party software, API costs, travel expenses for on-site engagements, and other project-related costs. Expenses will be invoiced at cost with reasonable documentation.
Customer is responsible for all applicable sales, use, and excise taxes imposed by any governmental authority on the Services, excluding taxes based on Provider's net income.
Provider retains all right, title, and interest in and to any intellectual property that existed prior to or was developed independently of any specific SOW, including but not limited to frameworks, libraries, tools, methodologies, prompt templates, automation patterns, AI model configurations, reusable code components, and know-how ("Pre-Existing IP"). Nothing in this Agreement transfers ownership of Pre-Existing IP to Customer.
Provider grants Customer a non-exclusive, non-transferable, perpetual, royalty-free license to use any Pre-Existing IP that is incorporated into Customer's deliverables, solely for Customer's internal business operations as contemplated by the applicable SOW. This license is conditioned on Customer's full payment of all applicable fees.
Subject to Section 5.1 and full payment of all fees, all custom work product created specifically and exclusively for Customer under a SOW — including custom AI workflows, integrations, and application code specific to Customer's business — shall be owned by Customer upon acceptance and payment. Provider retains the right to use general knowledge, skills, techniques, and experience gained during the engagement.
Content generated by AI systems deployed within Customer's workflows (e.g., customer-facing chat responses, automated reports) is owned by Customer, subject to any applicable terms of the underlying AI Provider (such as OpenAI). Customer is responsible for reviewing AI-generated output and ensuring it meets applicable legal and compliance requirements before use.
Customer retains all right, title, and interest in Customer Data and any pre-existing intellectual property that Customer provides to Provider in connection with the Services. Provider receives no ownership rights in Customer's intellectual property by virtue of this Agreement.
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such information to any third party without prior written consent; (c) use such information only for the purposes contemplated by this Agreement; and (d) protect such information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.
Confidentiality obligations shall survive the termination or expiration of this Agreement for a period of five (5) years.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.
Provider's Services may rely on AI APIs, cloud platforms, and automation tools provided by third parties ("Third-Party Services"), including but not limited to OpenAI, Anthropic, ElevenLabs, Make.com (Integromat), Zapier, and other integration platforms. Provider shall not be responsible for any interruption, degradation, price change, policy change, or discontinuation of Third-Party Services that is outside Provider's reasonable control.
Customer acknowledges that use of AI workflows built by Provider may be subject to the terms of service of applicable Third-Party Services. Customer is responsible for reviewing and complying with those terms as they pertain to Customer's use of the deployed workflows. Provider will disclose which Third-Party Services are material to each engagement in the applicable SOW.
Where Provider manages Third-Party Service accounts on Customer's behalf, usage costs (e.g., OpenAI API tokens, ElevenLabs voice credits) will be passed through at cost or as specified in the SOW. Significant changes in Third-Party pricing may require a renegotiation of applicable retainer fees, with thirty (30) days' written notice from Provider to Customer.
For fixed-price project engagements, Provider warrants that all delivered AI workflows will perform materially in accordance with the SOW specifications for a period of thirty (30) days following acceptance ("Warranty Period"). During the Warranty Period, Provider will promptly remedy any defects in the deliverables at no additional charge. This warranty does not cover issues arising from Customer modifications, Third-Party Service disruptions, or changes in Customer's systems after delivery.
For ongoing retainer engagements, Provider will use commercially reasonable efforts to ensure deployed AI workflows remain operational and responsive. Response times for support requests are as specified in the applicable SOW. In the absence of an agreed SLA, Provider will respond to critical workflow outages within one (1) business day.
For retainer-based engagements that include AI workflow management, Provider will conduct regular monitoring of workflow performance and proactively address issues as they arise. The specific monitoring scope will be defined in the applicable SOW.
Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) the execution of this Agreement does not violate any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in its performance under this Agreement.
Provider warrants that: (a) the Services will be performed in a professional manner consistent with industry standards; (b) deliverables will materially conform to the specifications set forth in the applicable SOW; and (c) Provider personnel assigned to perform the Services will have the requisite skills and experience for the work.
Customer acknowledges that AI-powered outputs are generated using machine learning models that are probabilistic in nature and are not guaranteed to be error-free, accurate, or complete. Provider does not warrant the accuracy, completeness, reliability, or fitness for a particular purpose of any AI-generated content or outputs. Customer is solely responsible for reviewing, validating, and taking responsibility for all AI-generated outputs before relying upon them for business, legal, medical, financial, or any other consequential decisions.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.
Provider shall process Customer Data solely for the purpose of performing the Services and in accordance with Customer's reasonable written instructions. Provider shall implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.
To the extent that any Services involve the processing of Protected Health Information (PHI) as defined under HIPAA, Provider and Customer shall execute a Business Associate Agreement (BAA) prior to the commencement of any such Services. Provider shall process PHI only in compliance with the BAA and applicable HIPAA requirements.
To the extent applicable, Provider shall comply with the California Consumer Privacy Act (CCPA) and the Texas Data Privacy and Security Act (TDPSA). Provider shall not sell Customer Data or use it for any purpose other than performing the Services.
Upon termination of this Agreement or written request by Customer, Provider shall delete all Customer Data within thirty (30) days, unless retention is required by applicable law. Provider shall provide written certification of deletion upon Customer's request.
Provider shall indemnify, defend, and hold harmless Customer from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Provider's infringement of any third-party intellectual property rights in the Services; or (b) Provider's gross negligence or willful misconduct in performing the Services.
Customer shall indemnify, defend, and hold harmless Provider from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Customer's use of the Services or deliverables in a manner not authorized by this Agreement; (b) Customer Data, including any claim that Customer Data infringes any third-party right or violates applicable law; (c) Customer's violation of applicable laws; or (d) any AI-generated output that Customer deploys or relies upon without appropriate human review.
IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR CUSTOMER RELATIONSHIPS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES EVEN IF AN AI-GENERATED OUTPUT CAUSES OR CONTRIBUTES TO SUCH LOSS.
During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Customer agrees not to directly solicit, recruit, hire, or engage — as an employee, contractor, or otherwise — any individual who is or was employed or engaged by Provider and who was involved in the delivery of Services to Customer, without Provider's prior written consent.
During the term of this Agreement, Provider agrees not to directly solicit Customer's existing customers for competing AI automation services using Customer's Confidential Information obtained through the provision of Services.
This Agreement shall commence on the date of the first executed SOW and shall continue until all SOWs have expired or been terminated. Individual SOW terms shall be as specified therein. Retainer SOWs shall automatically renew for successive one (1) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Either party may terminate a retainer SOW upon thirty (30) days' written notice. For fixed-price project SOWs, termination for convenience by Customer is subject to payment for all work completed and expenses incurred through the termination date, plus a kill fee equal to twenty-five percent (25%) of the remaining unpaid project fees. Customer's payment obligations for Services already delivered are non-refundable.
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or (b) becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or ceases business operations.
Upon termination: (a) each party shall return or destroy all Confidential Information of the other party; (b) all outstanding invoices become immediately due and payable; (c) Provider shall deliver all work product completed as of the termination date that has been paid for. Sections 5 (IP), 6 (Confidentiality), 9.3–9.4 (Disclaimers), 11 (Indemnification), 12 (Limitation of Liability), 13 (Non-Solicitation), and 15 (Miscellaneous) shall survive termination.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas. Each party irrevocably consents to personal jurisdiction and venue in such courts.
Prior to initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation between senior representatives of each party for a period of thirty (30) days from written notice of the dispute. If the dispute is not resolved during this period, either party may pursue its available legal remedies.
Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet disruptions, or Third-Party Service outages. The affected party shall provide prompt written notice of the force majeure event and use commercially reasonable efforts to resume performance.
The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties. Provider is not authorized to make any commitments or representations on Customer's behalf.
Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by the terms hereof.
This Agreement, together with all SOWs and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
All notices under this Agreement shall be in writing and delivered by email with confirmed receipt, or by overnight courier to the addresses set forth in the applicable SOW or as updated by written notice. Notice by email to Provider shall be sent to hello@elevationgroup.ai.