Managed AI Services Agreement - Automaate LLC

Effective Upon completed checkout · Last Updated: May 2026 · Governing law: State of Texas

This Agreement governs all Automaate managed service engagements, whether initiated through online checkout or directly with an Automaate representative. The specific services, pricing, and term for each engagement are set forth in the Order Form provided at the time of purchase. By completing payment or acknowledging an Order Form, Client agrees to all terms below. This document is not a substitute for legal advice. Automaate LLC recommends review by a qualified Texas attorney before relying on this document.

1. Parties and formation

This Managed AI Services Agreement ("Agreement") is entered into between Automaate LLC, a Texas limited liability company ("Automaate"), and the individual or business entity completing checkout ("Client"). This Agreement is formed and becomes legally binding upon the earliest of: (a) Client completing payment through Automaate's checkout page; or (b) Client acknowledging an Order Form provided by an Automaate representative, whether by email confirmation, electronic signature, or payment. The Effective Date is the date of that action. Client represents that they have the authority to enter into this Agreement on behalf of their business and agree to be bound by all terms herein.

2. Services

Automaate will provide the managed AI automation services described in the Order Form provided to Client at the time of purchase ("Order Form"), which is incorporated into this Agreement by reference. The Order Form sets forth the specific services, pricing, setup fees, and term applicable to Client's engagement. Automaate is a managed service provider. Client does not receive access to or a license for any underlying software. All services are delivered and managed by Automaate on Client's behalf. Services may include, but are not limited to, any combination of the following depending on what is specified in the Order Form:

• Automated SMS review requests following customer visits
• AI-generated responses to Google and Facebook reviews
• Automated Instagram and Facebook DM responses
• Google Business Profile setup, optimization, and ongoing maintenance
• Voice AI that answers inbound calls, qualifies callers, and books appointments
• Conversation AI - a website chatbot trained on the client's business
• Appointment reminders and automated email responses
• Reactivation campaigns and inquiry nurturing
• CRM integration and custom automation builds
• Monthly performance reporting
• Any other services expressly listed in the Order Form

The Order Form is the controlling document for services and pricing. In the event of any conflict between the Order Form and this Agreement, the Order Form governs with respect to services and pricing, and this Agreement governs with respect to all other terms.

3. Term and renewal

Automaate offers two commitment options. Client selects their term at checkout.

Month-to-month

Standard setup fee applies. There is no minimum term. The Agreement continues month-to-month from the Effective Date and either party may cancel at any time with 30 days written notice.

Annual - paid in full

The full year's service fee is paid upfront at checkout. The setup fee is waived. No further monthly billing occurs during the 12-month term. The Agreement covers 12 months from the Effective Date. At expiration, Client may renew or discontinue with no further obligation. There are no clawback provisions, early termination fees, or remaining balance obligations on the annual plan.

4. Fees and payment

Setup fee. Where applicable, the one-time setup fee specified in the Order Form is due before onboarding begins. Automaate will not begin setup until the setup fee is received in cleared funds.

Monthly fee. For month-to-month clients, the monthly service fee specified in the Order Form is charged automatically on the first of each calendar month to the payment method on file. If payment fails, Automaate may suspend services after 5 days written notice and terminate this Agreement after 15 days of non-payment.

Annual plan. For annual clients, the full amount specified in the Order Form is collected in full at the time of purchase. No further billing occurs during the 12-month term.

Late fees. For month-to-month clients, amounts not paid within 10 days of the due date accrue interest at 1.5% per month, or the maximum rate permitted by Texas law, whichever is less.

Price adjustments. Automaate may adjust monthly fees for month-to-month clients with 30 days written notice. Continued use of services after the notice period constitutes acceptance. Annual plan pricing is locked for the full 12-month term.

Taxes. Client is responsible for all applicable sales, use, or similar taxes arising from the services, excluding taxes on Automaate's net income.

5. Client responsibilities

Client agrees to:

• Provide accurate business information — including hours of operation, services offered, pricing, and frequently asked questions — necessary for Automaate to configure and operate the services
• Grant Automaate necessary access to Google Business Profile, Facebook, Instagram, and any other platforms required to deliver the services
• For month-to-month clients: maintain a valid payment method on file at all times
• Notify Automaate promptly of any material changes to business operations, services offered, or contact information
• Review the monthly performance report and communicate any concerns within 15 days of delivery

6. Representations and warranties

Automaate warrants that: (a) it has the authority to enter into this Agreement; (b) services will be performed in a professional and workmanlike manner; and (c) Automaate will maintain the confidentiality of Client's business information.

Client warrants that: (a) they have the authority to enter into this Agreement and to grant the access described herein; (b) Client's business and use of the services comply with all applicable laws; and (c) Client owns or has the right to use all information provided to Automaate for configuration of the services.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AUTOMAATE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AUTOMAATE DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, REVIEW COUNTS, OR CALL VOLUMES.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AUTOMAATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AUTOMAATE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO AUTOMAATE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Termination

Month-to-month. There is no minimum term. Either party may cancel at any time with 30 days written notice. All fees accrued through the termination date remain due and payable.

Annual plan. The Agreement expires at the end of the 12-month term. Client has no obligation to renew. There are no early termination fees because the full year has been paid in advance.

Termination for cause. Automaate may terminate immediately if Client materially breaches this Agreement, including by providing false business information or using the services for unlawful purposes. In the case of annual plan clients terminated for cause, no refund of prepaid fees will be issued.

Effect of termination. Upon termination or expiration, Automaate will cease providing services and transfer any Automaate-managed account access back to Client within 5 business days.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's proprietary or confidential information disclosed in connection with this Agreement, and not to disclose such information to any third party without prior written consent, except as required by law. This obligation survives termination for two years.

10. Governing law and dispute resolution

This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles. Any dispute that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration in Harris County, Texas, under the Commercial Arbitration Rules of the American Arbitration Association. Either party may seek injunctive or equitable relief in any court of competent jurisdiction.

11. General provisions

Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to its subject matter.

Amendments. Automaate may update these terms with 30 days written notice to active clients. The version in effect at the time of Client's checkout governs that engagement. Material updates will be communicated directly to active clients.

Severability. If any provision is found unenforceable, the remaining provisions remain in full force and effect.

Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

Notices. Notices shall be in writing and delivered by email with confirmation of receipt to the address provided at checkout.

Force majeure. Neither party is liable for delays or failures in performance caused by circumstances beyond reasonable control.

Electronic signature and clickwrap formation. Client acknowledges that checking the agreement box and completing payment constitutes a valid, binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Texas Uniform Electronic Transactions Act (TUETA). For field sales, Client's acknowledgment of the Order Form — whether by email confirmation, electronic signature, or payment — constitutes acceptance of both the Order Form and this Agreement. Automaate records the timestamp, IP address, agreement version, and Order Form details at the time of each transaction. This record is maintained for enforcement purposes and is available upon request.

This document is published at automaate.io/service-agreement. It is not a substitute for legal advice. For questions about this Agreement, contact hello@automaate.io or call 877-542-8304.