Master Service Agreement
This Master Service Agreement (this "Agreement") is entered into between 2 Acre Studios, a Pennsylvania sole proprietorship of Marc Shade doing business as "2 Acre AI" ("Provider"), and the customer identified in the Order Form ("Customer"), and is effective as of the Effective Date stated in the Order Form (the "Effective Date").
By signing or electronically accepting an Order Form that references this Agreement, Customer agrees to be bound by the terms below.
1. Definitions
"Authorized User" means any individual employee, contractor, or agent of Customer who is authorized by Customer to access the Services on Customer's behalf.
"Call Data" means any audio recording, transcript, metadata, or derived information from inbound or outbound telephone calls made through or routed by the Services, including caller phone numbers, names, addresses, problem descriptions, and appointment details.
"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would recognize as confidential under the circumstances. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was in the receiving party's possession before disclosure, (c) is independently developed without use of the disclosing party's information, or (d) is rightfully obtained from a third party without confidentiality obligations.
"Customer Data" means all data, content, and information that Customer provides to Provider or that is collected by the Services on Customer's behalf, including Call Data and Customer's customer-list information.
"Documentation" means the user-facing documentation for the Services available at https://2acreai.com or otherwise provided by Provider in writing, as updated by Provider from time to time.
"Fees" means the recurring subscription fees, one-time setup fees, overage charges, and any other amounts payable by Customer as set forth in the Order Form.
"Order Form" means the ordering document that incorporates this Agreement by reference, executed electronically through the Provider's signup flow or otherwise mutually agreed upon in writing, identifying the specific Services, fees, and term applicable to Customer.
"Services" means the AI voice receptionist service, automated review collection service, and related telephony, booking, and reporting services provided by Provider, as further described in the Order Form and the Statement of Work.
"Statement of Work" or "SOW" means the document that describes the specific deliverables, timeline, and Customer responsibilities for an engagement, as referenced in the Order Form.
"Subprocessor" means a third party engaged by Provider to process Customer Data on Provider's behalf in connection with the Services, as listed in the Data Processing Agreement.
2. The Services
2.1 Provision of Services
Subject to Customer's compliance with this Agreement, including the timely payment of Fees, Provider will provide the Services to Customer during the Term in accordance with the Order Form, the SOW, and the Documentation.
2.2 Service availability
Provider will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, with a target monthly availability of 99.5%, excluding scheduled maintenance, force majeure events, and downtime caused by Customer's actions or third-party services not controlled by Provider.
2.3 Service credits
If, in any calendar month, the Services fail to meet the 99.5% availability target due to Provider's fault, Customer is entitled to a service credit equal to one (1) day of subscription Fees for each full percentage point below 99.5%, capped at thirty (30) days of subscription Fees per month. Service credits are Customer's sole and exclusive remedy for service-availability failures and must be requested in writing within thirty (30) days of the affected month.
2.4 Updates and modifications
Provider may modify the features, functionality, or technical implementation of the Services at any time, provided that no such modification will materially diminish the core functionality described in the Documentation without thirty (30) days' prior written notice to Customer.
2.5 Suspension
Provider may suspend Customer's access to the Services if (a) Customer's account is more than fifteen (15) days past due, (b) Customer materially breaches this Agreement, the Acceptable Use Policy, or the Documentation, or (c) continued provision of the Services would create a security or legal risk. Provider will give Customer reasonable notice and an opportunity to cure where practicable.
3. Customer responsibilities
Customer shall:
(a) Provide accurate and current information necessary for Provider to configure the Services, including business hours, service area, pricing, dispatch contact information, and emergency-handling procedures.
(b) Be responsible for the acts and omissions of its Authorized Users.
(c) Comply with all applicable laws and regulations in its use of the Services, including (without limitation) the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, A2P 10DLC requirements, and Pennsylvania's two-party-consent recording laws.
(d) Comply with the Acceptable Use Policy, which is incorporated by reference.
(e) Maintain accurate billing information and authorize Provider to charge Fees via the payment method on file.
(f) Promptly notify Provider of any unauthorized access to or use of the Services.
4. Fees and payment
4.1 Fees
Customer shall pay the Fees set forth in the Order Form. Recurring fees are billed in advance on a monthly basis. The one-time setup fee is billed at the time of signing. Overage charges are billed in arrears at the end of each calendar month.
4.2 Payment method
All Fees are payable by credit or debit card, or by ACH where Provider expressly permits, processed through Provider's third-party payment processor (currently Stripe, Inc.). Customer authorizes recurring charges to the payment method on file.
4.3 Late payment
Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If Customer's payment method is declined, Provider will attempt to charge the same method up to three (3) additional times over a fifteen (15) day period before suspending the Services.
4.4 Taxes
Fees are exclusive of taxes. Customer is responsible for all sales, use, and similar taxes (excluding taxes based on Provider's net income), unless Customer provides Provider with a valid tax-exemption certificate.
4.5 No refunds
Setup fees are non-refundable once Provider has begun setup work. Recurring fees are non-refundable for the month in which they were charged, except as expressly provided in Section 5.3 (30-day satisfaction guarantee) and Section 2.3 (service credits).
4.6 Fee changes
Provider may change the Fees with thirty (30) days' prior written notice. If Customer objects to a Fee change, Customer may terminate this Agreement effective on the date the new Fees would otherwise take effect.
5. Term and termination
5.1 Term
This Agreement begins on the Effective Date and continues on a month-to-month basis until terminated as provided in this Section 5.
5.2 Termination for convenience
Either party may terminate this Agreement at any time, for any reason or no reason, by giving the other party at least thirty (30) days' written notice. Customer's notice of termination must be sent to [email protected] or via the in-product cancellation flow.
5.3 30-day satisfaction guarantee
If Customer is not satisfied with the Services for any reason during the first thirty (30) days following the Effective Date, Customer may terminate this Agreement and receive a full refund of recurring Fees paid for that period. The setup fee remains non-refundable. To exercise this right, Customer must email [email protected] within the first thirty (30) days.
5.4 Termination for cause
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 fifteen (15) days after receiving written notice, or (b) becomes insolvent, files for bankruptcy, or makes a general assignment for the benefit of creditors.
5.5 Effect of termination
Upon termination:
(a) Customer's access to the Services will be discontinued within one (1) business day.
(b) Provider will, upon Customer's written request submitted within thirty (30) days after termination, provide Customer with an export of Customer Data in a commercially reasonable format. After ninety (90) days, Provider may delete Customer Data in accordance with its standard data-retention policies.
(c) Each party will return or destroy the other party's Confidential Information.
(d) Customer remains liable for all Fees accrued through the effective date of termination.
(e) Sections that by their nature should survive termination (including Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15) will survive.
6. Confidentiality
6.1 Mutual obligations
Each party will (a) use the other party's Confidential Information only as necessary to perform under this Agreement, (b) protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable standard of care, and (c) not disclose the other party's Confidential Information to any third party without prior written consent, except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than this Section 6.
6.2 Compelled disclosure
If a party is required by law to disclose the other party's Confidential Information, it shall, where legally permissible, give the disclosing party prompt notice and reasonable cooperation to seek a protective order.
6.3 Term of obligations
Confidentiality obligations under this Agreement survive for three (3) years after termination, except for Confidential Information that constitutes a trade secret, which is protected for as long as it remains a trade secret under applicable law.
7. Data, privacy, and security
7.1 Data Processing Agreement
Provider's processing of Customer Data is governed by the Data Processing Agreement (the "DPA"), which is incorporated by reference and forms an integral part of this Agreement.
7.2 Customer Data ownership
As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Provider a limited, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide and improve the Services and to comply with applicable law.
7.3 De-identified data
Provider may use de-identified, aggregated information derived from Customer Data for product improvement, benchmarking, and marketing, provided that such information cannot reasonably be used to identify Customer or Customer's customers.
7.4 Recording disclosure
Customer acknowledges that the Services record inbound telephone calls. Pennsylvania is a two-party-consent state. The Services include an automated recording-disclosure announcement at the start of each call. Customer is responsible for ensuring this disclosure remains enabled at all times.
7.5 Security
Provider will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or destruction. Specific safeguards are described in the DPA.
7.6 Breach notification
Provider will notify Customer without undue delay (and in any event within seventy-two (72) hours) of becoming aware of a confirmed unauthorized acquisition of Customer Data.
8. Intellectual property
8.1 Provider IP
Provider retains all right, title, and interest in and to the Services, the Documentation, and all associated software, models, prompts, configurations, infrastructure, trademarks, and other intellectual property (collectively, "Provider IP"). No rights are granted to Customer except as expressly set forth in this Agreement.
8.2 Feedback
If Customer provides Provider with suggestions, ideas, or improvements relating to the Services ("Feedback"), Customer grants Provider a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate the Feedback into the Services without obligation or compensation.
8.3 Customer IP
Customer retains all right, title, and interest in and to Customer Data and any of Customer's pre-existing or independently developed intellectual property.
9. Warranties and disclaimers
9.1 Mutual warranties
Each party represents and warrants that (a) it has the legal right and authority to enter into this Agreement and (b) its performance under this Agreement will not violate any other agreement to which it is bound.
9.2 Provider warranty
Provider warrants that the Services will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is, at Provider's option, (a) re-performance of the affected Services or (b) termination of this Agreement and a pro-rated refund of pre-paid, unused recurring Fees.
9.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE AI RECEPTIONIST WILL HANDLE EVERY CALL CORRECTLY. CUSTOMER ACKNOWLEDGES THAT VOICE AI IS A PROBABILISTIC TECHNOLOGY AND THAT OCCASIONAL ERRORS ARE EXPECTED.
10. Indemnification
10.1 By Provider
Provider will defend, indemnify, and hold Customer harmless from any third-party claim alleging that the Services, when used in accordance with this Agreement and the Documentation, infringe a valid United States patent, copyright, or trademark, and will pay damages finally awarded against Customer in such claim.
10.2 By Customer
Customer will defend, indemnify, and hold Provider harmless from any third-party claim arising from (a) Customer Data, (b) Customer's violation of applicable law, including TCPA, CAN-SPAM, and recording-consent statutes, (c) Customer's violation of the Acceptable Use Policy, or (d) Customer's misrepresentation of the Services to its own customers.
10.3 Procedure
The indemnified party shall (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement, and (iii) reasonably cooperate at the indemnifying party's expense.
11. Limitation of liability
11.1 Cap on liability
EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY (SECTION 6), (B) INDEMNIFICATION OBLIGATIONS (SECTION 10), AND (C) UNPAID FEES, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.2 Exclusion of indirect damages
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION DOES NOT APPLY TO BREACHES OF CONFIDENTIALITY OR TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.
11.3 Acknowledgment
THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS SECTION 11.
12. Governing law and dispute resolution
12.1 Governing law
This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-law rules.
12.2 Venue
The exclusive venue for any dispute arising out of or related to this Agreement is the state and federal courts located in Allegheny County, Pennsylvania, and each party consents to the personal jurisdiction of those courts.
12.3 Informal resolution
Before filing suit, the parties agree to attempt informal resolution by good-faith negotiation between authorized representatives for at least thirty (30) days following written notice of the dispute.
12.4 Equitable relief
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
13. General provisions
13.1 Entire agreement
This Agreement, together with the Order Form, the SOW, the DPA, and the Acceptable Use Policy, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral.
13.2 Order of precedence
If there is a conflict between this Agreement and an Order Form or SOW, the Order Form controls for that engagement, then the SOW, then this Agreement.
13.3 Amendments
No amendment to this Agreement is effective unless in writing and signed by both parties, except that Provider may update its Acceptable Use Policy and the Documentation in accordance with their respective terms.
13.4 Assignment
Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign without consent to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.
13.5 Notices
Notices to Provider shall be sent to [email protected]. Notices to Customer shall be sent to the email address on file in Customer's account. Notices are deemed received one (1) business day after sending.
13.6 Force majeure
Neither party is liable for delay or failure of performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet failures, or third-party service outages.
13.7 No third-party beneficiaries
This Agreement does not create any third-party beneficiary rights.
13.8 Severability
If any provision of this Agreement is held to be unenforceable, the remaining provisions remain in full force and effect.
13.9 Waiver
A waiver of any breach is effective only if in writing and signed by the waiving party. No waiver is a continuing waiver.
13.10 Independent contractors
The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship.
13.11 Counterparts and electronic acceptance
This Agreement may be accepted electronically through Provider's signup flow, and such acceptance has the same effect as a signed paper copy.
By electronically accepting an Order Form that references this Agreement, Customer acknowledges that it has read, understood, and agreed to be bound by this Master Service Agreement.
Provider: 2 Acre Studios (d/b/a 2 Acre AI) · Pittsburgh, Pennsylvania · [email protected]