AI Receptionist Service Agreement

Sizzlin' Fried Ads, hereinafter referred to as "Agency"; -and-

hereinafter referred to as the "Customer" or "Client."

Term: Month-to-month, unless otherwise stated in writing.

1. Services & Deliverables

Agency agrees to deliver the following Voice AI Receptionist services to Client:

• One-time setup and onboarding including:

  • Configuration and deployment of the Voice AI Receptionist in Client’s Go High Level (GHL) account

  • One-time onboarding call (up to 45 minutes) to walk through client's customer journey, usage, best practices, and Q&A

• Monthly Licensing & Maintenance including:

  • Maintenance of the Voice AI Receptionist

  • Support in messenger with reply within 24 hours

  • Ongoing bug fixes and performance support

• Additional services can be discussed upon request for an additional fee.

2. Licensing Terms

• Voice AI receptionist (including the prompt, persona, flows, qualifying logic, etc.) is Agency's intellectual property.

• Client is granted a non-exclusive, non-transferable license to use the product inside their Go High Level account.

• Client may not resell, sublicense, duplicate, or reverse-engineer the product.

• All scripts, logic, and workflow configurations remain the intellectual property of the Agency.

4. Usage-Based Costs

AI Receptionist usage minutes are included in the monthly fee

• Client agrees to pay for additional usage-based fees that may occur:

  • Phone calls (inbound/outbound) outside of AI capability

  • SMS messages sent or received

  • Emails sent

• These costs are separate from the monthly licensing fee and are billed based on actual usage, as defined by GHL's usage rates(Example: $10 per 1,000 sms, $1 per 1,000 emails).

• If the Client is hosted on the Sizzlin' Fried Ads sub-account, all usage charges will be invoiced to the Client in the following billing period.

5. Access & Ownership
Although the Voice AI will be deployed within the Client’s Go High Level (GHL) account (or hosted on the Agency’s sub-account), all underlying technology, prompt, persona, logic, fallback handling, qualifying logic, workflows remains intellectual property of the Agency.

In the event of termination of this Agreement or non-payment, the Agency reserves the right to revoke access, disable workflows, or remove the product from the Client’s account.Client grants permission to Agency to disable or delete any intellectual property owned by the Agency that resides in the client’s Go High Level account in the event of license termination or non-payment.

The Client must provide the Agency with sufficient edit access to the GHL account for initial setup and ongoing maintenance.

6. Payment Terms

• The one-time setup fee is due immediately upon signing.

• The monthly licensing fee is billed automatically in advance on a monthly basis. Recurring fee is applied after 14 days of signing this agreement.

• If applicable, usage-based fees are billed separately.

• All payments are non-refundable.

• Late payments beyond 5 business days may result in account suspension and service disruption.

7. Delivery Timelines

• All services are delivered digitally. Fulfillment begins after payment is received and the initial onboarding session is completed. The AI Receptionist build, testing, and deployment may take up to 14 days, though it is typically completed within 1 week.

9. Client Responsibilities

Client agrees to:

• Provide timely user role or permissions that allow you to access and modify access to their GHL account

• Participate in the onboarding call within the first 7 days of signing

• Respond to setup or troubleshooting questions within 3 business days

• Pay GHL usage charges for calls, texts, and emails as incurred

10. The Agency is an independent contractor and nothing in this Agreement shall be construed as creating a partnership, joint venture, or employment relationship between the Agency and the Client. The Client acknowledges that the Agency shall have sole control over the manner and means of providing the services described in this Agreement.

11. Confidentiality
    Both parties agree to maintain the confidentiality of all proprietary or confidential information disclosed during the course of this Agreement. This includes, but is not limited to, business operations, client data, scripts, workflows, technology, pricing, and processes used in the delivery of the AI Receptionist services. The Client agrees not to disclose, share, or replicate any part of the AI Receptionist logic, prompt design, or systems developed by the Agency without prior written consent. This clause shall survive the termination of this Agreement.

12. AI OUTPUT DISCLAIMER; NO RELIANCE; HUMAN OVERSIGHT
    12.1 AI Definition and Use. Client acknowledges and agrees that the Services utilize Artificial Intelligence (“AI”) and other automated processes to generate outputs and perform certain automated actions (including, without limitation, call handling, messaging, routing, scheduling, summarization, and workflow execution).
    12.2 AI Output Disclaimer. Client acknowledges that AI outputs and automated actions may be inaccurate, incomplete, misleading, untimely, or inappropriate for Client’s specific circumstances. AI outputs may include, without limitation, call summaries, transcripts, classifications, extracted information, recommendations, and any automated decisions/actions taken by workflows.
    12.3 No Reliance; Verification Required. All AI outputs and automated actions are provided for convenience only and must be reviewed and validated by Client before Client relies on them, communicates them to any third party, makes commitments, provides pricing, confirms appointments, performs services, or takes any legal, medical, financial, or other consequential action. Client assumes all risk arising from Client’s use of or reliance on AI outputs or automated actions.
    12.4 No Professional Advice. The Services and any AI outputs do not constitute legal, medical, financial, or other regulated professional advice. Client is solely responsible for obtaining appropriate professional advice and for all decisions made in connection with Client’s business.

13. PROHIBITED HIGH-RISK USE; NO EMERGENCY OR SAFETY-CRITICAL USE

    13.1 Prohibited High-Risk Use. Client shall not use, and shall not permit any third party to use, the Services or any AI-enabled feature for any safety-critical, emergency, or high-risk purpose where an error could reasonably be expected to result in death, personal injury, property damage, or significant legal or financial harm.
    13.2 Examples. Prohibited uses include, without limitation: emergency dispatch, life-safety monitoring, medical diagnosis/treatment decisions, crisis counseling, legal advice, criminal or civil case strategy determinations, or any use requiring licensed professional judgment as the sole basis for decision-making.
    13.3 No Liability for Prohibited Use. Agency expressly disclaims, and shall have no liability for, any damages, losses, claims, or third-party allegations arising out of or related to any prohibited high-risk use.

14. THIRD-PARTY SERVICES; PLATFORM DEPENDENCIES; NO LIABILITY FOR THIRD-PARTY FAILURES
    14.1 Third-Party Services. Client acknowledges that the Services depend on third-party platforms, carriers, integrations, and service providers not owned or controlled by Agency, including, without limitation, Go High Level, telephony/SMS/email providers (e.g., Twilio and carrier networks), hosting providers, analytics providers, and AI model providers (“Third-Party Services”).
    14.2 No Responsibility for Third-Party Acts/Omnissions. Agency shall not be liable for any outage, delay, disruption, deliverability issue, carrier filtering, number reputation issues, policy changes, feature changes, suspensions, terminations, data loss, security incidents, inaccuracies, or malfunctions arising from or related to any Third-Party Services or internet/telecommunications networks.
    14.3 Third-Party Terms. Client is responsible for reviewing and complying with all third-party terms, acceptable use policies, and legal requirements applicable to Client’s use of Third-Party Services.

15. DATA SECURITY; CLIENT RESPONSIBILITIES; INCIDENT HANDLING; LIMITATION FOR SECURITY FAILURES
    15.1 Client Security Responsibilities. Client is solely responsible for maintaining the security of Client’s accounts, credentials, devices, networks, administrative access, and permissioning (including within Go High Level and any connected systems). Client will implement commercially reasonable safeguards, including strong passwords, multi-factor authentication where available, least-privilege access, and timely removal of access for former personnel/vendors.
    15.2 No Guarantee; Allocation of Risk. Agency will use commercially reasonable safeguards for systems under Agency’s control. However, Client acknowledges that no system is 100% secure. Agency does not guarantee absolute security and shall not be liable for unauthorized access, breach, loss, alteration, or disclosure of Client data resulting from: (i) Client’s security failures, credential sharing, weak passwords, lack of multi-factor authentication, misconfigured permissions, compromised devices, or insecure networks; (ii) acts or omissions of Client personnel, contractors, or vendors; or (iii) failures, vulnerabilities, outages, or security incidents involving Third-Party Services.
    15.3 Incident Notice (Agency-Controlled Systems Only). If Agency becomes aware of a confirmed security incident affecting Agency-controlled systems that materially compromises Client data, Agency will notify Client within a commercially reasonable time and provide information reasonably available to Agency.
    15.4 Client Notification Obligations. Client is solely responsible for determining and fulfilling any legal or contractual notification obligations to individuals, customers, clients, regulators, or other third parties, and for remediation within Client-controlled systems and Third-Party Services.

16. INDEMNIFICATION
    16.1 Client Indemnity. Client shall defend, indemnify, and hold harmless Agency and its owners, contractors, officers, agents, and affiliates from and against any and all claims, demands, causes of action, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
    (a) Client’s use of the Services, AI-enabled features, or any AI output, including any action taken or not taken in reliance on AI output or automated actions;
    (b) any content, instructions, policies, scripts, pricing, disclosures, approvals, or business rules provided or approved by Client;
    (c) Client’s failure to obtain required consents or provide required notices (including call recording, SMS/email consent, and any required automated-technology disclosures);
    (d) Client’s violation of any applicable law, regulation, or Third-Party Service terms (including, without limitation, communications, privacy, marketing, consumer protection, and recordkeeping laws);
    (e) any claim by a third party (including Client’s customers/prospects) relating to communications, scheduling, routing, marketing, or other actions performed or attempted through the Services, AI-enabled features, or Third-Party Services; and/or
    (f) Client’s data security failures, credential management failures, unauthorized access to Client accounts, or failures in Client’s internal processes, training, or oversight.
    16.2 Agency Control of Defense. Agency may, at its option, participate in the defense of any claim with counsel of its choosing at its own expense. Client shall not settle any claim in a manner that imposes liability or obligations on Agency without Agency’s prior written consent.

17. LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES; DAMAGE CAP
    17.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENCY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, DATA LOSS, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, ANY AI OUTPUT, OR ANY THIRD-PARTY SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    17.2 Damage Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENCY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, ANY AI OUTPUT, OR ANY THIRD-PARTY SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO AGENCY UNDER THIS AGREEMENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    17.3 Essential Basis. Client acknowledges that the fees reflect the allocation of risk in this Agreement and that the limitations in this Section are an essential basis of the bargain.

    Optional but highly recommended “tightener” (use if you want maximum protection on payment disputes):