Legal
Master Services Agreement
This Master Services Agreement (the “Agreement”) governs the provision of services by Gulf Coast Reception LLC, a Wyoming limited liability company with its registered office at 30 N Gould St Ste R, Sheridan, WY 82801 (“Provider,” “Gulf Coast Reception,” “we,” or “us”), to any business entity that accepts this Agreement (each, a “Customer”) as set forth in the Acceptance section below.
How acceptance works. This Agreement is accepted by Customer, and becomes legally binding on Customer, when Customer pays an invoice from Provider that references this Agreement (whether by URL, by attachment, or by incorporation in the invoice description). The “Effective Date” with respect to any Customer is the date of Customer’s first such payment to Provider.
By paying any such invoice, Customer represents and warrants that (a) the individual submitting payment has authority to bind Customer to this Agreement, (b) Customer has had a reasonable opportunity to review this Agreement in full prior to payment, and (c) Customer accepts all terms herein, including without limitation the pricing reflected on the invoice, the refund and cancellation provisions in Sections 5 and 6, the AI and telephony disclaimers in Section 8, and the limitations of liability in Section 12.
Continued payment of recurring invoices constitutes Customer’s continued acceptance of this Agreement as it may be updated from time to time. Provider will provide reasonable advance notice (typically not less than thirty days) of any material changes. The version of this Agreement in effect at the time of any particular payment is the version available at this URL as of the date of that payment.
1. Definitions
1.1 “Services” means the AI-powered phone receptionist services provided by Gulf Coast Reception, including (a) AI-driven answering of inbound calls to a dedicated phone number assigned by Provider, (b) appointment booking to Customer’s designated calendar, (c) call transcript and summary delivery to Customer, (d) emergency-routing alerts to Customer’s designated mobile number, and (e) such other features as Provider may make available from time to time.
1.2 “Setup” means the initial configuration of the Services for Customer’s specific business, including custom intake-script tuning, calendar integration, voice and persona configuration, emergency-routing rules, and end-to-end testing.
1.3 “Go-Live Date” means the date on which the Services begin actively answering Customer’s inbound calls in production, as confirmed in writing by both Parties.
1.4 “Customer Data” means information provided by Customer to Provider for the purpose of configuring or operating the Services, including business name, hours of operation, service areas, brands serviced, pricing policies, owner contact information, and call logs and transcripts generated by the Services.
1.5 “Provider IP” means all software, AI prompts, scripts, configurations, system architectures, methodologies, know-how, and other intellectual property used or developed by Provider in connection with the Services, including any improvements or modifications thereto.
1.6 “Caller” means any third party who initiates a phone call answered by the Services.
2. Services
2.1 Scope. Provider will provide the Services in accordance with the terms of this Agreement. The specific operational configuration applicable to Customer (including service area, business hours, brands serviced, emergency-routing rules, and similar) is collected by Provider as part of the Setup process via Provider’s onboarding form and kickoff call. Such configuration is operational in nature, may be updated by mutual agreement of the Parties from time to time, and does not require amendment of this Agreement.
2.2 Setup. Provider will perform Setup substantially as described in its onboarding materials. Setup is typically completed within five (5) business days of Customer’s payment of the Setup Fee and provision of all required Customer Data, but Provider does not guarantee a specific completion date.
2.3 Go-Live. The Services begin on the Go-Live Date. Customer’s monthly Service Fee billing begins on the Go-Live Date.
2.4 Service Availability. Provider will use commercially reasonable efforts to make the Services available on a 24/7 basis but does not warrant uninterrupted availability. The Services depend on third-party providers (including, without limitation, voice-AI infrastructure providers, telecommunications carriers, and calendar providers), and outages or limitations of such third parties may temporarily impact Service availability. Provider will use commercially reasonable efforts to restore Service availability promptly following any outage.
2.5 Modifications. Provider may modify the Services from time to time, including by adding, removing, or changing features, provided that such modifications do not materially diminish the core functionality. Provider will notify Customer of any material modifications.
3. Customer Responsibilities
3.1 Configuration Information. Customer will provide accurate and complete information necessary for Provider to configure the Services, including but not limited to: business hours, service areas, services offered and not offered, brand list, pricing policies, emergency-routing rules, and contact information for the business owner.
3.2 Call Forwarding Setup. Customer is responsible for configuring conditional call forwarding (or, if Customer elects, full call forwarding) on Customer’s existing phone line(s) to route inbound calls to the dedicated number assigned by Provider. Provider will provide guidance and support for the initial configuration. Customer remains responsible for the ongoing operation of Customer’s underlying phone service.
3.3 Calendar Access. If Customer elects Google Calendar integration, Customer will share access to the designated calendar with the email address provided by Provider, with the access level required to create and manage events. Customer may revoke this access at any time, but doing so will disable the appointment-booking feature of the Services.
3.4 Updates to Configuration. Customer will promptly notify Provider in writing of any material changes to the information provided under Section 3.1 (e.g., change in business hours, addition of new services). Provider will update the Services configuration within a reasonable time following such notice.
3.5 Compliance with Laws. Customer is responsible for compliance with all laws and regulations applicable to Customer’s business, including without limitation any state or federal laws regarding call recording disclosures, telemarketing, consumer privacy, and emergency-services obligations.
4. Fees and Payment
4.1 Setup Fee. Customer will pay Provider a one-time Setup Fee in the amount specified on the applicable invoice (the “Setup Fee”). The Setup Fee is due upon Customer’s acceptance of this Agreement and is required before Provider commences Setup work.
4.2 Monthly Service Fee. Customer will pay Provider a recurring monthly fee in the amount specified on the applicable invoice (the “Service Fee”), beginning on the Go-Live Date and continuing thereafter on each monthly anniversary of the Go-Live Date for the duration of the Term.
4.3 Payment Method. All fees are payable in United States dollars via the payment method specified by Provider (typically credit or debit card processed through Stripe). Customer authorizes Provider to charge the payment method on file for all amounts due under this Agreement.
4.4 Late Payments. Any amount not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full.
4.5 Suspension for Non-Payment. If Customer’s monthly Service Fee remains unpaid for more than ten (10) days after the due date, Provider may, after giving Customer written notice and a five (5) day cure period, suspend the Services until payment is received. Service Fees continue to accrue during any suspension.
4.6 Taxes. All fees are exclusive of any applicable sales, use, excise, or similar taxes, which Customer is responsible for paying except to the extent based on Provider’s net income.
4.7 Fee Changes. Provider may increase the Service Fee no more than once per twelve (12) month period upon at least thirty (30) days’ written notice to Customer. If Customer does not agree to a Fee increase, Customer may terminate this Agreement effective at the end of the then-current monthly billing period without further obligation other than amounts already accrued.
5. Term and Termination
5.1 Term. This Agreement begins on the Effective Date and continues on a month-to-month basis from the Go-Live Date until terminated as provided herein (the “Term”). There is no minimum commitment beyond the Initial 30-Day Period (defined below).
5.2 Initial 30-Day Period. The first thirty (30) days following the Go-Live Date are referred to as the “Initial 30-Day Period.” During this period, Customer may terminate this Agreement at any time and is entitled to a full refund of the Setup Fee as set forth in Section 6.
5.3 Termination by Customer After Initial 30-Day Period. After the Initial 30-Day Period, Customer may terminate this Agreement at any time on at least seven (7) days’ written notice to Provider. Customer is responsible for all Service Fees accrued through the effective date of termination but is not subject to any early-termination penalty. Service Fees already paid for the then-current month are non-refundable except as required by applicable law.
5.4 Termination by Provider. Provider may terminate this Agreement (a) immediately upon written notice if Customer materially breaches this Agreement and fails to cure such breach within ten (10) days of receiving written notice from Provider, (b) immediately if Customer’s payment method is invalid or rejected and Customer fails to provide a valid payment method within ten (10) days of receiving notice, or (c) on at least thirty (30) days’ written notice for convenience.
5.5 Effect of Termination. Upon termination, (a) Provider will cease providing the Services and will, upon Customer’s request, deactivate any call-forwarding routing previously configured to Provider’s infrastructure, (b) Customer’s obligation to pay accrued but unpaid Fees survives termination, and (c) Sections 6 (Refunds), 7 (Data Ownership and Privacy), 9 (Intellectual Property), 10 (Confidentiality), 11 (Warranties), 12 (Limitation of Liability), 13 (Indemnification), and 15 (General Provisions) survive termination.
5.6 Data Return. Upon termination, Provider will, on Customer’s written request received within thirty (30) days of termination, provide Customer with an export of Customer’s call transcripts, call summaries, and appointment data in a commercially reasonable format. After such thirty (30) day period, Provider may delete Customer Data in accordance with its data-retention policies.
6. Refunds
6.1 Setup Fee Refund (30-Day Guarantee). Provider offers a full refund of the Setup Fee if Customer notifies Provider in writing of dissatisfaction with the Services and intent to terminate at any time during the Initial 30-Day Period. To request a refund under this Section, Customer must (a) provide written notice via email to adam@gulfcoastreception.ai within thirty (30) days of the Go-Live Date and (b) cooperate with Provider in deactivating call forwarding and disabling integrations within five (5) business days of such notice. Refunds will be issued to the original payment method within ten (10) business days of confirmed deactivation.
6.2 Service Fee Refunds. Service Fees are billed monthly in advance and are generally non-refundable, except (a) as required by applicable law, (b) as expressly provided in Section 4.7 (Fee Changes), or (c) if Provider terminates this Agreement for convenience under Section 5.4(c), in which case Provider will refund any Service Fees prepaid for periods after the termination effective date.
7. Data Ownership and Privacy
7.1 Customer Data Ownership. Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants Provider a worldwide, non-exclusive, royalty-free license to access, use, process, and store Customer Data solely for the purposes of (a) providing the Services to Customer, (b) improving the Services in accordance with Section 7.3, and (c) complying with applicable law.
7.2 Privacy. Provider will handle Customer Data in accordance with Provider’s Privacy Policy, as it may be updated from time to time. Provider will not sell Customer Data and will not share Customer Data with third parties except (a) as necessary to provide the Services (e.g., with telecommunications carriers, voice-AI infrastructure providers, and calendar providers), (b) as required by law, or (c) with Customer’s consent.
7.3 Aggregated and De-Identified Data. Provider may use aggregated, anonymized, or de-identified data derived from Customer Data for purposes of improving the Services, training AI models, generating performance benchmarks, and creating product analytics, provided that such data does not identify Customer or any Caller.
7.4 Call Recording. Customer acknowledges that the Services record inbound calls and that Provider’s standard greeting includes a recording disclosure to Callers. Customer is responsible for complying with applicable call-recording laws in any jurisdiction in which Customer operates, including any two-party consent requirements. If Customer requires custom disclosure language to comply with such laws, Customer must notify Provider during Setup.
7.5 Caller Data. Provider’s processing of personal information of Callers (such as names, phone numbers, and addresses provided during a call) is performed on Customer’s behalf as a service provider. Customer is responsible for any obligations Customer has to Callers under applicable consumer-privacy laws.
8. AI and Telephony Disclaimers
8.1 AI Limitations. The Services use artificial intelligence to interpret, transcribe, and respond to Caller speech. AI systems may produce inaccurate, incomplete, or unexpected outputs, including but not limited to mishearing names, addresses, or phone numbers; misinterpreting Caller intent; or producing unintended responses. Customer is responsible for verifying the accuracy of all appointments, contact information, and other information generated by the Services before relying on such information for business operations.
8.2 Not for Emergency Services. The Services are not a substitute for emergency services (911) or any other public emergency response system. While the Services include emergency-routing logic that alerts Customer to certain caller-reported emergencies (such as gas leaks or no-heat-with-vulnerable-person scenarios), the Services do not contact emergency authorities on Customer’s or Caller’s behalf and do not guarantee detection of all emergencies. Customer must ensure that its standard greeting and emergency-handling procedures direct Callers in genuine emergencies to dial 911 or appropriate emergency authorities directly.
8.3 Third-Party Dependencies. The Services rely on third-party providers including, without limitation, voice-AI inference providers, speech-to-text providers, text-to-speech providers, telecommunications carriers, calendar providers, and SMS gateways. Provider is not responsible for outages, errors, or limitations of such third parties.
8.4 No Guarantee of Outcomes. Provider makes no representation or warranty regarding the number of calls captured, appointments booked, revenue generated, or business outcomes Customer will achieve through use of the Services. Performance varies based on Customer’s call volume, configuration choices, market conditions, and other factors outside Provider’s control.
8.5 Customer Acknowledgment. Customer acknowledges that it has had the opportunity to review demonstrations of the Services prior to entering into this Agreement, has had the opportunity to evaluate the Services’ capabilities and limitations, and is satisfied that the Services are appropriate for Customer’s intended use.
9. Intellectual Property
9.1 Provider IP. As between the Parties, Provider retains all right, title, and interest in and to the Provider IP, including all intellectual-property rights therein. Nothing in this Agreement transfers to Customer any ownership interest in the Provider IP.
9.2 Limited License. During the Term, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for Customer’s internal business purposes.
9.3 Restrictions. Customer will not (a) reverse-engineer, decompile, or attempt to derive the source code or AI prompts underlying the Services, (b) resell, sublicense, or commercially redistribute the Services without Provider’s prior written consent, (c) use the Services to provide a competing AI-receptionist service to third parties, or (d) remove or alter any Provider trademarks, copyright notices, or other proprietary markings.
9.4 Feedback. Any suggestions, feedback, or recommendations provided by Customer regarding the Services may be used by Provider without obligation, attribution, or compensation to Customer.
10. Confidentiality
10.1 Definition. “Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential, including pricing, business strategies, customer lists, technical information, and Customer Data. Confidential Information does not include information that (a) is publicly available without breach of this Agreement, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or (d) is rightfully obtained from a third party without restriction.
10.2 Obligations. The Receiving Party will (a) use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement, (b) protect Confidential Information using at least the same degree of care it uses to protect its own similar information (and in no event less than reasonable care), and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
10.3 Compelled Disclosure. If the Receiving Party is required by law to disclose Confidential Information, it will, to the extent legally permitted, give the Disclosing Party prompt written notice and reasonable cooperation to seek a protective order.
11. Warranties and Disclaimers
11.1 Mutual Warranties. Each Party represents and warrants that (a) it has the full power and authority to enter into and perform this Agreement, (b) its execution and performance of this Agreement do not conflict with any other agreement to which it is a party, and (c) it will comply with all laws applicable to its performance of this Agreement.
11.2 Provider Warranty. Provider warrants that the Services will be performed in a workmanlike manner consistent with industry standards.
11.3 Disclaimer. Except as expressly set forth in this Agreement, the Services are provided “as is” and “as available.” Provider expressly disclaims all other warranties, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing or usage of trade. Without limiting the foregoing, Provider does not warrant that the Services will be uninterrupted, error-free, or free of harmful components, or that any data will be secure or not lost or altered.
12. Limitation of Liability
12.1 Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, neither Party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, or lost business opportunities, arising out of or relating to this Agreement, even if advised of the possibility of such damages.
12.2 Cap on Direct Damages. Provider’s total cumulative liability arising out of or relating to this Agreement will not exceed the total amounts paid by Customer to Provider under this Agreement in the twelve (12) months immediately preceding the event giving rise to liability.
12.3 Exclusions. The limitations in Sections 12.1 and 12.2 do not apply to (a) Customer’s payment obligations, (b) either Party’s indemnification obligations under Section 13, (c) breach of confidentiality under Section 10, or (d) liability that cannot be excluded or limited under applicable law.
13. Indemnification
13.1 By Provider. Provider will defend Customer against any third-party claim alleging that the Services, as provided by Provider and used by Customer in accordance with this Agreement, infringe a valid United States patent, copyright, or trademark, and will pay any damages finally awarded against Customer in such claim, provided that Customer (a) gives Provider prompt written notice of the claim, (b) cooperates reasonably with Provider’s defense, and (c) does not settle the claim without Provider’s written consent.
13.2 By Customer. Customer will defend, indemnify, and hold harmless Provider from any third-party claim arising out of (a) Customer’s breach of this Agreement, (b) Customer’s violation of any law, including without limitation laws governing call recording, telemarketing, consumer privacy, or emergency services, (c) the accuracy of information provided by Customer to Provider, or (d) Customer’s actions in response to information generated by the Services.
14. Notices
All notices under this Agreement must be in writing and will be deemed given when delivered by email to the addresses set forth on the Customer’s account or as the Parties may designate in writing. Provider’s notice email address is adam@gulfcoastreception.ai.
15. General Provisions
15.1 Governing Law. This Agreement is governed by the laws of the State of Mississippi, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement that is not resolved through good-faith negotiation will be resolved exclusively in the state or federal courts located in Harrison County, Mississippi, and the Parties consent to the personal jurisdiction of such courts.
15.2 Entire Agreement. This Agreement, together with any invoices and order materials referencing it, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, or understandings, whether written or oral.
15.3 Amendment. Provider may amend this Agreement from time to time by posting an updated version at this URL. Material changes will be communicated to Customer with reasonable advance notice (typically not less than thirty days), and Customer’s continued payment of recurring invoices following the effective date of such changes constitutes acceptance.
15.4 Waiver. No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving Party. The failure of either Party to enforce any provision will not constitute a waiver of such provision.
15.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the original intent.
15.6 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except that Provider may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to Customer.
15.7 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.
15.8 Force Majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, labor disputes, government action, internet or telecommunications outages, or third-party service failures.
15.9 Headings. Section headings are for convenience only and do not affect interpretation.
Contact
Questions about this Agreement? Reach out:
Gulf Coast Reception LLC
Email: adam@gulfcoastreception.ai