Master Services Agreement

1. Parties; Effective Date

1.1 Parties. Provider is TrueFlow Business Automations LLC. Client is the entity identified in the applicable SOW.

1.2 Effective Date. This Agreement is effective on the earliest of: (a) the date Client signs an SOW; (b) the date Client approves an SOW electronically; or (c) the date Client authorizes or pays for services.

2. Definitions

"Services" means the technical, optimization, implementation, software development, automation, and/or managed services described in one or more SOWs, including ongoing monitoring, optimization, updates, maintenance, and support as applicable.

"Deliverables" means configuration outputs, workflows, logic models, code snippets, documentation, systems assets, and other work products provided as part of the Services.

"Third-Party Services" means external platforms, hosting providers, software applications, APIs, telecom providers, AI model vendors, database providers, payment processors, CRMs, scheduling systems, ERPs, and any services or infrastructure not owned or directly controlled by Provider.

"Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including client data, business workflows, pricing structures, and Provider's methodologies or proprietary configurations.

3. Scope of Services; Statements of Work

3.1 SOWs. The specific scope, technical solutions, performance milestones, fees, and timelines for Services will be set forth in individually executed SOWs. Each SOW is incorporated into and governed by this Agreement.

3.2 Changes. Any work outside the scope of a signed SOW requires written approval (a "Change Order" or written change approval). Provider is not obligated to perform out-of-scope work without an executed Change Order.

4. Client Cooperation; Access

Client will provide timely access to required target systems, software accounts, database credentials, API keys, accurate business rules, and designated technical points of contact. Provider is not responsible for performance delays or service deficiencies caused by Client's failure to provide necessary information, access, system permissions, or timely approvals.

5. Term; Renewal; Termination

5.1 Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Section.

5.2 Subscription Terms. Unless otherwise stated in an SOW, recurring support, optimization, or management Services are month-to-month and renew automatically each billing period.

5.3 Termination for Convenience. Either party may terminate an SOW at any time by providing written notice. Unless otherwise stated in the SOW, termination will be effective at the end of the then-current billing period. Fees paid for the current billing period are non-refundable and will not be prorated, except where required by law or where Provider expressly agrees in writing.

5.4 Termination for Cause. Either party may terminate immediately if the other party materially breaches this Agreement or an SOW and fails to cure such breach within ten (10) days after receiving written notice thereof.

5.5 Effect of Termination. Upon termination, Client's access to Provider-managed environments, hosted dashboards, or specialized environments will cease. Client remains responsible for all fees incurred through the effective termination date, including any pass-through usage fees and amounts due under Exhibit C.

6. Fees; Taxes

6.1 Fees. Client will pay the implementation, setup, subscription, and/or performance fees specified in the applicable SOW and Exhibit C.

6.2 Taxes. Fees are exclusive of taxes. Client is responsible for any applicable sales, use, value-added, or similar taxes, excluding taxes based solely on Provider's net income.

7. Payment; Billing

Payment terms, billing cadence, late payment handling, pass-through software/infrastructure usage fees, and suspension rights are set forth in Exhibit C (Commercial Terms), incorporated herein by reference.

8. Deliverables; License; Restrictions

8.1 Ownership. Provider retains all right, title, and interest in Provider's pre-existing materials, core automation templates, architecture frameworks, know-how, methods, source code baselines, and generalized learnings. Client retains ownership of Client's pre-existing materials, proprietary business logic, and intellectual property.

8.2 License to Client. During the term of the applicable SOW, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use the Deliverables solely for Client's internal business operations in connection with the specified solution.

8.3 Restrictions. Client may not resell, sublicense, reverse engineer, or create derivative works of Provider's proprietary methodologies, software packages, or managed environments except as explicitly authorized in writing within an SOW.

9. Acceptance

Unless otherwise outlined within an SOW, Deliverables are deemed accepted after the earliest of: (a) Client's written acceptance; (b) Client's deployment or use of the solution in a production environment; or (c) five (5) business days after delivery without a written rejection specifying the material functional nonconformity with the SOW specifications.

10. Third-Party Services; Platform Changes

10.1 Third-Party Dependency; No Control. Provider's automation, integration, and optimization solutions heavily rely on, map to, or integrate with Third-Party Services. Provider does not warrant, represent, or guarantee uninterrupted availability, performance, stability, or continued API compatibility of any Third-Party Services.

10.2 Third-Party Discontinuation; Provider Not Liable. If any Third-Party Service changes its architecture, alters its API protocols, modifies its access tiers, restricts usage, suspends services, goes out of business, or materially degrades, Provider will not be liable for any resulting system failures, script breaks, data loss, downtime, or general business interruption.

10.3 Mitigation; Alternatives; Change Order. Provider will use commercially reasonable efforts to make standard configurations adjustments to maintain system continuity as Third-Party Services evolve. If maintaining functional continuity requires migrating to alternative software, replacing deprecated features, or rewriting significant logic blocks, such work is out-of-scope and will be executed under a new Change Order.

10.4 Client Responsibility for Third-Party Accounts. Client is solely responsible for procuring, maintaining, paying for, and complying with all policies and terms of service of Third-Party Services utilized by the solution.

10.5 Fees and Usage Charges Still Apply. Suspension, downtime, or termination of any integrated Third-Party Service does not relieve Client of its payment obligations to Provider.

11. Confidentiality

11.1 Obligations. Each party will protect the other party's Confidential Information using reasonable care and will use it only to perform obligations or exercise rights under this Agreement.

11.2 Exclusions. Confidential Information does not include information that is publicly available without breach, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.

11.3 Required Disclosure. A party may disclose Confidential Information to comply with law or a valid court order, provided it gives advance notice to the other party when legally permitted.

12. Data; Privacy; Security

12.1 Client Data. Client is solely responsible for the accuracy, legality, access authorizations, and data-collection consent requirements for any data transferred, parsed, or processed through Provider's solutions or integrated Third-Party Services.

12.2 Security. Provider will implement industry-standard administrative, physical, and technical safeguards appropriate to the nature of the systems managed. Provider is a solutions provider, not a regulated data custodian, and cannot guarantee absolute digital security.

12.3 Communications & Regulatory Consent. To the extent the solution facilitates messaging, notifications, outbound communication, data mining, or logging, Client is entirely responsible for ensuring compliance with localized privacy frameworks (e.g., TCPA, CAN-SPAM, GDPR, CCPA) and obtaining all necessary user consent.

13. Disclaimers

Services and Deliverables are provided on an "as is" and "as available" basis. Provider disclaims all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement. Provider makes no guarantees regarding specific operational metrics, cost reductions, or revenue-driven outcomes.

Third-Party Services Disclaimer: Provider disclaims all warranties and responsibilities regarding Third-Party software updates, API schema shifts, pricing changes, vendor availability, feature reductions, or compliance policies.

14. Limitation of Liability

To the maximum extent permitted by law, Provider's cumulative aggregate liability arising out of or related to this Agreement or any SOW will not exceed the total net fees paid by Client to Provider under the specific SOW governing the claim within the three (3) months preceding the event giving rise to liability.

In no event will Provider be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, system downtime, revenue generation, business reputation, or data corruption. Provider is explicitly exempt from liability regarding claims or damages caused by Third-Party Service outages, system structural overrides, API deprecation, vendor price updates, or account limitations.

15. Indemnification

15.1 By Client. Client will defend, indemnify, and hold harmless Provider from any third-party claims, losses, or damages arising out of: (a) Client's data inputs or proprietary workflows; (b) Client's violation of applicable communication or data compliance laws; or (c) misuse of the technical solutions provided.

15.2 By Provider. Provider will indemnify Client from third-party claims alleging that the direct, unaltered Deliverables provided by Provider infringe a U.S. patent, copyright, or trademark, provided Client promptly notifies Provider and cedes control of the defense. If an infringement claim occurs, Provider may modify the Deliverable to make it non-infringing, procure a license, or terminate the affected Service and issue a pro-rated refund of prepaid fees as Client's exclusive remedy.

16. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination, Client will not knowingly solicit, recruit, or hire any employee or independent contractor of Provider who was materially involved in delivering the Services under an active SOW, unless otherwise mutually agreed upon in writing.

17. Force Majeure

Neither party is liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, strikes, civil unrest, war, generalized internet outages, routing failures, infrastructure degradation, cloud platform downtime, backend API outages, or critical supplier failures outside Provider's control.

18. Governing Law; Venue

This Agreement is governed by the laws of the State of Georgia, without regard to conflict of laws rules. Exclusive venue for any dispute, mediation, or legal proceeding arising under this Agreement will be state or federal courts located in Georgia.

19. Notices

All operational notices must be in writing and delivered via email to the primary contact designated within the active SOW, or via certified mail to the corporate addresses on file.

20. Assignment

Client may not assign this Agreement or any active SOW without Provider's prior written consent, except to an un-affiliated successor in connection with a corporate merger, restructuring, or sale of substantially all assets. Provider may freely assign its rights and obligations to an affiliate or successor entity.

21. Entire Agreement; Order of Precedence

This Agreement, along with its associated Exhibits and executed SOWs, constitutes the entire consensus between the parties regarding the subject matter and supersedes all prior or concurrent discussions, emails, or proposals.

In the event of a direct conflict between components of the contract, the following order of precedence applies:

1. The applicable SOW (governing specific scope, deliverables, unique commercial terms, and pricing metrics)
2. This Master Services Agreement
3. Exhibit C (Commercial Terms)
4. Exhibit B (Support, Maintenance & Offboarding)

22. Counterparts; Electronic Signatures

This Agreement and its SOWs may be executed electronically, digitally, or via counterpart. Facsimile and digital signatures (e.g., DocuSign, HelloSign) carry the full weight of legal validity.

Exhibit B — Support, Maintenance, and Offboarding

B1. Support Channels

Provider support is managed through the following channels:

• Specialized technical email queue
• Client-specific messaging channel (if specified in the SOW)
• Provider's designated online support ticketing platform

B2. Support Hours

Standard technical support is active Monday through Friday, 9:00 a.m. – 6:00 p.m. Eastern Time, excluding U.S. federal holidays, unless an escalated response framework is specifically carved out in an active SOW.

B3. Response Targets (Non-SLA Goals)

Provider utilizes commercially reasonable efforts to triage issues within the following targeted timelines:

• Standard System Anomalies / General Questions: Within 1 business day.
• Urgent Critical Errors (Workflow completely halted / Major systemic failure): Within 4 business hours during standard support hours.

Note: Response targets are performance goals and do not constitute guaranteed Service Level Agreements (SLAs) with penalty metrics unless stated explicitly within an individual SOW.

B4. Included Maintenance

While a monthly solution subscription or optimization retainer remains active, Provider provides:

• Minor data logic tuning, mapping adjustments, and small knowledge base/variable updates.
• Routine monitoring adjustments to preserve intended system behaviors.
• Technical triage and troubleshooting assistance related to upstream Third-Party Service changes.

B5. Excluded / Billable Work

The following requests represent out-of-scope work, requiring a separate SOW or a billable Change Order:

• Structuring entirely new functional workflows, branching systems, or additional department setups.
• Architecting alternative software integrations or upgrading legacy systems.
• Custom application development, custom API construction, or massive database schema migrations.
• On-site system integrations, local hardware configuration, or face-to-face team training sessions.

B6. Client Responsibilities for Support

Client must provide precise reproduction steps, payload logs, error messages, environmental snapshots, and necessary administrator level access permissions to enable functional system debugging.

B7. Offboarding and Termination Support

Upon the effective date of termination, Provider will:

• Deprovision, disconnect, or hand over managed configurations, workflows, and Provider-hosted environments within a commercially reasonable timeline.
• Generate a final invoice detailing all usage-based fees and remaining contractual obligations incurred up to the date of cancellation.

Any custom technical migrations, software exports, codebase extractions, or long-term transition advisory hours requested by Client will be billed at Provider's then-current standard hourly consulting rates via an explicit Offboarding SOW.

Exhibit C — Commercial Terms

C1. Billing Cadence

Unless a customized structure is designated inside an active SOW:

• Recurring Solutions Fees: Billed monthly in advance of the service month.
• One-Time Implementation / Onboarding Fees: Invoiced per the SOW payment milestone roadmap (typically requiring a non-refundable upfront deposit prior to design onset and final payment prior to production deployment).

C2. Payment Method; AutoPay

Client must maintain an authorized, active, and valid payment processing method on file (credit card, ACH, or bank wire authorization) and explicitly authorizes Provider to auto-charge recurring invoices when due.

C3. Late Payments; Suspension

If payment obligations are not cleared by the assigned due date, Provider reserves the right to:

• Suspend pipeline automations, logic gateways, and API routing after five (5) days past due (or immediately upon sequential automated charge declines).
• Assess a late penalty fee of 1.5% per month (or the maximum structural interest rate allowed by applicable state law), alongside all reasonable collections costs.

Provider is entirely exempt from system damage, functional breaks, or business losses caused by automated suspension due to non-payment.

C4. Non-Refundable Fees

Implementation, discovery, consulting, engineering, and setup fees are non-refundable once architectural design or software implementation begins. Recurring subscription balances are non-refundable for the active billing block and are not subject to pro-rata credits upon termination, save for remedies outlined in Section 15.2.

C5. Pass-Through Usage Fees

Client is solely responsible for infrastructure consumption charges generated by technical systems, including API payloads, hosting clusters, cloud computing capacity, database read/writes, telephony traffic, third-party user seats, and AI model usage. If billed via Provider's accounts, these charges will be passed through to Client with a transparent breakdown, or directly attached to Client's internal payment profiles with the respective vendors.

C6. Price Changes

Provider may adjust standard subscription rates or developer retainers by issuing at least thirty (30) days' written notice. Adjusted pricing maps directly into the subsequent billing cycle following the conclusion of the notification timeline.

C7. Chargebacks and Disputes

Client agrees to engage in a formal, good-faith reconciliation process with Provider's billing team prior to initiating any credit card or bank chargeback mechanisms. Unwarranted chargebacks will result in structural system suspension and incur an administrative fee of up to $250 per occurrence to account for dispute processing workflows.

C8. Proration

Partial operational months are not subject to proration upon subscription termination. Provider may, at its sole discretion, provide a pro-rated balance on the initial launch month to seamlessly align billing anchors with a client's standard internal accounting schedules.

C9. Payment Processor Terms

Client electronic transactions are managed by security-vetted third-party digital merchant processors. Client agrees to abide by processor standard transaction conditions and acknowledges that processing windows are subject to financial institution processing times.

C10. Third-Party Service Changes; No Provider Refund Obligation

Client acknowledges that Third-Party platform mechanics, pricing plans, token variables, API access models, and application availability are fluid and subject to vendor modification. Provider holds no financial accountability for external vendor business pivots, service drops, or integration changes. Vendor disruptions do not entitle Client to refunds, charge rollbacks, or fee reductions on balances owed to Provider.