Master Services Agreement

1. Parties and scope

This Master Services Agreement ("MSA") is between Altavex Systems ("Altavex") and the business identified in the applicable order summary or order form ("Client"). It governs all managed revenue infrastructure services Altavex provides, together with the plan-specific order summary accepted at checkout or the signed order form, the Terms of Service, the Privacy Policy, and any applicable Statement of Work or Data Processing Addendum. If documents conflict, the signed order form or checkout order summary controls for pricing, then this MSA, then the Terms of Service.

2. Client responsibilities and warranties

Client warrants and agrees that Client:

• Warrants that its contact data was lawfully obtained.
• Provides evidence of consent when requested.
• Identifies whether outreach is transactional or promotional.
• Maintains its own National Do Not Call Registry account and Subscription Account Number (SAN) when required.
• Approves scripts, offers, audiences, calling windows, and campaigns before activation.
• Does not upload purchased, scraped, or unverified contact lists.
• Complies with federal and state telemarketing laws applicable to its campaigns.
• Immediately reports consent revocations and complaints received outside Altavex-managed channels.
• Authorizes appropriate AI-disclosure and call-recording disclosures for its jurisdiction.
• Indemnifies Altavex for claims caused by Client-supplied data, unlawful instructions, false consent representations, or campaigns conducted outside approved configurations.

3. Altavex commitments

Altavex separately commits to:

• Enforcing configured suppression lists.
• Honoring opt-outs it receives.
• Maintaining reasonable consent and transmission records.
• Using the Client's approved workflows.
• Applying defined quiet-hour and campaign controls.
• Suspending questionable or unlawful activity.
• Protecting account and contact data using commercially reasonable safeguards.

Nothing in this MSA makes the Client solely responsible for all compliance; Altavex retains its own independent obligations as a technology provider or as a telemarketer operating on the Client's behalf where applicable law imposes them.

4. Outbound activation review

Outbound follow-up, retention, reactivation, promotional messaging, and AI-assisted calling are not activated until the applicable audience, consent basis, scripts, calling windows, suppression procedures, and campaign scope have been reviewed and approved. Altavex may reject or suspend workflows that lack adequate consent documentation or present unacceptable legal or platform risk.

5. Fees, payment failure, and chargebacks

Fees, billing frequency, minimum commitments, and refund treatment are stated in the order summary or order form accepted by the Client. If a payment fails, Altavex will retry the payment method and notify the Client; service may be suspended for accounts more than fifteen (15) days past due, and the Client is responsible for reasonable collection costs permitted by law. Before initiating a chargeback, the Client agrees to contact Altavex to resolve any billing dispute; Altavex will respond within five (5) business days.

6. Data ownership and export

Client data — contacts, conversations, and pipeline records — remains the Client's property. Upon request, including after termination, Altavex will export Client data in a commonly used machine-readable format within a commercially reasonable period. A Data Processing Addendum applies where required by applicable data protection law.

7. Call recording, transcription, and AI disclosures

Services may include call recording, transcription, and artificial or AI-generated voice technology. The Client authorizes disclosures required for its jurisdictions, and Altavex configures disclosure language into approved call flows. AI-generated voice calls are treated as artificial-voice calls under applicable TCPA rules.

8. Confidentiality

Each party will protect the other's non-public business, technical, and customer information with at least the care it uses for its own confidential information, and will use it only to perform under this MSA. This obligation survives termination for three (3) years; trade secrets remain protected as long as they qualify.

9. Cybersecurity and incident response

Altavex applies commercially reasonable administrative, technical, and physical safeguards to systems it controls. If Altavex becomes aware of a security incident affecting Client data, it will notify the Client without undue delay, take reasonable steps to contain the incident, and cooperate with legally required notifications.

10. Third-party platforms and service limitations

Services depend on third-party platforms (telephony carriers, messaging providers, calendars, CRMs, payment processors). Altavex is not responsible for outages, policy changes, filtering, or restrictions imposed by third-party platforms, and will use commercially reasonable efforts to work around them. Stated service levels describe designed behavior and are not guarantees of uninterrupted operation.

11. Suspension rights

Altavex may suspend affected services immediately for fraud, spam, unlawful use, material consent deficiencies, nonpayment, or technical abuse, with notice to the Client and restoration once the issue is resolved.

12. Intellectual property and licensing

Altavex retains ownership of its workflow designs, prompts, configurations, reporting formats, and pre-existing materials. Client-specific configurations are licensed to the Client for the duration of the engagement. The Client retains ownership of its data and marks and grants Altavex a limited license to use them solely to deliver the services.

13. No performance guarantee

Altavex does not guarantee a particular amount of revenue, appointments, sales, savings, reviews, or other business results. Descriptions of system behavior and third-party research are informational and are not promises of outcome.

14. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, or consequential damages. Altavex's aggregate liability arising from paid services shall not exceed the fees paid by the Client in the three (3) months preceding the claim. These limits do not apply to a party's indemnification obligations or to liability that cannot be limited by law.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including carrier outages, natural disasters, government action, or internet disruptions, provided it uses reasonable efforts to resume performance.

16. Governing law, venue, and dispute resolution

This MSA is governed by the laws of the State of Florida, without regard to conflict-of-law rules, and the parties consent to exclusive venue in the state and federal courts located in Florida. The parties may agree to binding arbitration and a class-action waiver in the signed order form where approved by counsel; any such provision will be stated expressly in the order form.

17. Industry-specific and state-law compliance

Campaigns are configured to the state-law requirements the Client identifies for its calling areas, including state mini-TCPA statutes. HIPAA-specific terms apply only for clients purchasing an approved HIPAA deployment under a signed Business Associate Agreement; no other engagement includes HIPAA obligations.

18. Contact

Questions about this agreement: [email protected] · (888) 601-0742.