Master Services Agreement

This Master Services Agreement (“Agreement”) governs the AI-driven telecommunication infrastructure, automated missed-call text-back workflows, and lead engagement services provided by Monarch Systems LLC, a California Limited Liability Company (“Provider,” “Company,” “we,” or “us”), having its principal commercial office at 440 N Barranca Ave #4996, Covina, CA 91723, to the subscribing business entity or client (“Client,” “Shop,” or “you”).

This Agreement is effective on the date Client accepts it by checking the agreement box on Provider’s onboarding intake form or checkout page, whichever occurs first (“Effective Date”).

By initiating an evaluation trial, submitting payment details, completing onboarding authorization, or utilizing any Monarch Systems LLC infrastructure, Client expressly agrees to all terms, covenants, and conditions set forth herein.

Recitals

WHEREAS, Provider specializes in AI-driven telecommunication infrastructure, automated missed-call text-back workflows, and conversational lead engagement systems; and

WHEREAS, Client desires to retain Provider to provision and maintain automated communication infrastructure for Client’s commercial business operations subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, premises, and valuable consideration contained herein, the parties agree as follows:

Article 1: Services, System Architecture & Onboarding

1.1 Scope of Services. Provider shall configure, deploy, and maintain automated inbound communication infrastructure for Client, comprising:

• Missed-Call Text-Back: Automated SMS dispatch triggered within standard operational parameters (e.g., 10-second timeout) when inbound voice calls placed to Client’s designated business line are missed or unanswered.
• Conversational AI Engagement: Provisioning and deployment of an automated conversational assistant (“Taylor” or designated bot) configured to qualify prospective leads, collect caller incident details, and handle automated conversational intake.
• Notification Routing & Emergency Escalation: Immediate alert dispatch (via SMS push notification or designated communication channels) routing qualified leads, callback requests, and flagged emergency conditions directly to Client’s designated personnel (“Owner Alert Contact”).
• Sub-Account Infrastructure: Configuration of Client’s dedicated sub-account architecture, custom values, and telecommunication connection points.

1.2 Client Onboarding & Intake Cooperation. Client agrees to provide accurate, complete, and timely business profile information via Provider’s onboarding intake forms (including legal business name, registered physical address, service coverage areas, operating hours, emergency policies, and pricing ranges). Provider configures system logic and automated responses based upon Client’s intake submissions.

Article 2: Trial Period, Fees, Suspension & Cancellation

2.1 Fourteen (14) Day Evaluation Trial. Client receives a fourteen (14) day free evaluation period beginning on the date the system is activated and begins texting Client’s callers (“Go-Live Date”). Client’s payment method is collected on or before the Go-Live Date and is not charged during the trial period.

2.2 Monthly Subscription Fee. Following the expiration of the 14-day evaluation trial, service automatically renews on a recurring monthly subscription basis at the fixed rate of $499.00 USD per month, except as changed by an Email Amendment under Section 8.5.

2.3 Payment Terms & Non-Payment Suspension. Subscription fees are charged monthly in advance via Provider’s authorized merchant payment gateway (Stripe). If a recurring charge fails or payment method is declined, Provider reserves the right to immediately suspend automated SMS workflows, message dispatch, and system access until all outstanding balances are settled. Provider shall bear zero liability for missed customer calls, uncaptured leads, or operational disruptions occurring during any period of non-payment suspension. All fees are non-refundable for the billing period in which they are charged.

2.4 Cancellation Procedure. Client may cancel this Agreement at any time by email to support@monarchsystems.ai or by canceling the subscription directly through Stripe. Cancellation during the trial period, before it ends, incurs no charge. After the trial period, cancellation (by email or through Stripe) must be completed before the next monthly billing date, and cancellation takes effect at the end of the current paid billing cycle.

2.5 Chargeback Defense & Dispute Resolution. Client covenants to resolve all billing inquiries and disputes through Provider’s direct customer support channels. Client agrees not to initiate fraudulent, retaliatory, or unmerited payment chargebacks for legitimate subscription fees incurred under active service terms.

Article 3: Telecommunications, A2P 10DLC Registration & SMS Consent

3.1 Authorization to Dispatch SMS. Client expressly authorizes and instructs Provider to dispatch automated SMS replies to telephone numbers that place inbound telephone calls to Client’s designated business phone lines.

3.2 A2P 10DLC Registration & Authority to Submit. Client acknowledges that federal telecommunications regulations and major mobile carriers require formal A2P 10DLC (Application-to-Person) brand and campaign registration before commercial text messaging can be delivered. Client hereby authorizes Provider to act as its technical administrator to submit Client’s legal business identity, Federal Employer Identification Number (EIN), registered physical address, and sample messaging workflows to The Campaign Registry (TCR) and carrier verification registries on Client’s behalf.

3.3 Client Warranty of Accurate Identity Data. Client warrants and certifies that all legal entity details, business types, IRS-registered addresses, and tax identifiers (EIN) provided during onboarding match official IRS records exactly. Provider shall bear no liability for carrier registration rejections, processing delays, or carrier surcharges resulting from mismatched, incomplete, or inaccurate legal business records provided by Client. Carrier, registration, and telephone number fees for ordinary use of the services are included in the subscription fee.

3.4 Opt-Out Compliance & TCPA. All automated SMS communications delivered via Provider’s infrastructure automatically append mandatory carrier opt-out instructions (e.g., “Reply STOP to unsubscribe”). Client acknowledges that recipients maintain the legal right to opt out at any time. Client warrants that it will not utilize Provider’s systems for cold unsolicited text marketing, high-volume automated dialers, or scraped calling lists, and covenants strict compliance with the Telephone Consumer Protection Act (TCPA) and mobile carrier rules. Client is solely responsible for obtaining and maintaining any consent required for text messages sent on its behalf, and for honoring all opt-out requests.

Article 4: Artificial Intelligence Limitations & Human Escalation

4.1 Automated Nature of Assistant. Client acknowledges that the conversational assistant (“Taylor”) is driven by artificial intelligence and automated software routines. Taylor is not a human employee and may occasionally generate inaccurate responses, misinterpret context, or produce unexpected answers. Provider is not liable for inaccurate, incomplete, or inappropriate content generated by the assistant, including quotes, pricing, scheduling statements, or other statements made to callers, subject to Article 5.

4.2 Knowledge Boundaries & “Ask the Team” Routing. Taylor answers inquiries strictly based upon the specific custom values and business parameters provided by Client during onboarding. Where Client has designated policies as unknown, unlisted, or “Ask the team,” or when a caller requests human contact, complex pricing estimates, or emergency escalation, the system routes the inquiry to Client’s designated alert channels. Client remains solely responsible for monitoring owner alerts and following up with callers.

4.3 No Warranty of Results. Provider delivers software communication infrastructure and technical automation; Provider expressly disclaims any guarantee or warranty regarding specific call capture volumes, appointment bookings, conversion rates, or gross revenue outcomes.

4.4 Not an Emergency Service. The services are not an emergency or monitored response service. Provider does not monitor conversations or alerts twenty-four (24) hours a day. Anyone facing an emergency should call 911. Client is solely responsible for promptly acting on emergency alerts and for all emergency response.

Article 5: Limitation of Liability, Outages & Carrier Actions

5.1 Maximum Aggregate Liability. To the maximum extent permitted by applicable law, Provider’s total aggregate liability arising out of or relating to this Agreement under any legal theory (whether contract, tort, negligence, or strict liability) shall not exceed the greater of (a) the total fees paid by Client to Provider in the three (3) months immediately preceding the occurrence giving rise to the claim, and (b) $499.00 USD.

5.2 Exclusion of Consequential Damages. In no event shall Monarch Systems LLC, its managers, members, or officers be liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss of revenue, loss of business opportunities, or loss of customer leads.

5.3 Third-Party Telecommunication Outages & Filtering. Provider shall have no liability for system downtime, missed calls, failed SMS dispatches, message filtering, or carrier delivery delays caused by third-party mobile carrier spam filtering algorithms, A2P registry review delays, cellular service interruptions, Twilio/LeadConnector infrastructure outages, or general internet disruptions.

Article 6: Client Duties, Number Forwarding & Decommissioning

6.1 Account & Information Maintenance. Client agrees to maintain active carrier accounts, responsive alert phone numbers, and up-to-date business information (operating hours, emergency contacts, addresses, and service pricing) to ensure proper system performance.

6.2 Obligation to Remove Call Forwarding. Upon termination or cancellation of this Agreement for any reason, Client assumes sole and absolute responsibility for immediately disabling and removing call forwarding from Client’s primary telephone lines. Provider bears no responsibility or liability for unanswered incoming calls, abandoned communications, or missed opportunities resulting from Client’s failure to deactivate call forwarding after termination.

Article 7: Data Privacy, Lead Ownership & Confidentiality

7.1 Ownership of Leads & Client Data. Client retains exclusive ownership of all customer records, contact information, caller identities, phone numbers, and conversation history generated through the service (“Client Data”).

7.2 Data Protection, Safeguards & Sensitive Identifiers. Provider maintains administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Client Data and confidential business information (including federal tax identifiers/EIN provided solely for carrier registration). Provider shall not sell, rent, lease, or disclose Client Data or customer contact lists to any third party for commercial marketing purposes.

7.3 Anonymized Benchmarking. Provider reserves the right to compile and utilize anonymized, aggregated operational metrics (such as average response speeds and call volume statistics) that do not identify Client or its individual customers for system optimization and analytical reporting.

7.4 Marketing Permission. Client grants Provider permission to cite Client’s trade name, corporate logo, and general operational results (e.g., number of missed calls engaged) in Provider’s portfolio, marketing materials, and website case studies. Client may revoke this license upon fourteen (14) days prior written notice.

Article 8: General Provisions, Severability & Digital Execution

8.1 Governing Law & Venue. This Agreement is governed by, and construed in accordance with, the laws of the State of California, without regard to conflict of law principles. Any legal proceeding arising hereunder shall be filed exclusively in the courts located in California.

8.2 Severability & Waiver. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect any other provision, and this Agreement shall be reformed and construed as if such invalid provision had never been contained herein. The failure of either party to enforce any right or provision shall not constitute a waiver of future enforcement.

8.3 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof, together with any Email Amendment approved under Section 8.5, and supersedes all prior proposals, understandings, or agreements.

8.4 Digital Acceptance. Client acknowledges and agrees that checking the agreement box on the onboarding intake form, selecting an agreement checkbox, submitting onboarding forms, entering credit card details, initiating a trial, or executing payment through any authorized Monarch Systems LLC checkout gateway constitutes an electronic signature and legally binding acceptance of this Agreement pursuant to the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.).

8.5 Amendments and Additional Services. This Agreement may be amended, and additional or modified services may be added, only through a written description of the change (including any change in fees) sent by Provider by email to Client’s authorized contact on file and expressly approved by Client by reply email (an “Email Amendment”). An Email Amendment is a signed writing under Section 8.4 and is governed by this Agreement. Unless the Email Amendment states otherwise, all terms of this Agreement apply to the added or modified services. No verbal statement, text message, or other communication modifies this Agreement or obligates Provider to deliver any service, and Provider has no obligation to provide an additional service until an Email Amendment is approved.