Master Services Agreement

This Master Services Agreement ("Agreement") governs access to and use of the Lexi AI messaging and automation platform operated by Peako Enterprises, LLC ("Company"), including any websites, landing pages, funnels, programs, or domains through which the Service is marketed, offered, or accessed. The party accessing or using the Service is referred to as the "Client." Please read this Agreement carefully before using the Service.

1.Definitions

1.1 This Master Services Agreement ("Agreement") governs access to and use of the Lexi AI messaging and automation platform operated by Peako Enterprises, LLC ("Company"), including any websites, landing pages, funnels, programs, or domains through which the Service is marketed, offered, or accessed. The party accessing or using the Service is referred to as the "Client."

1.2 "Account" means the account registered by Client to access the Platform.

1.3 "AI Systems" means machine learning systems, language models, automation engines, and other algorithmic tools used within the Platform to generate suggested communications or workflow actions.

1.4 "Applicable Laws" means all federal, state, and local laws and regulations applicable to telecommunications, marketing communications, privacy, and consumer protection including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, FTC Act, and applicable state consumer protection laws.

1.5 "Client Content" means any messages, campaigns, prompts, workflows, contact lists, data, or other materials transmitted by Client through the Service.

1.6 "End User" means a recipient of communications initiated by Client.

1.7 "Platform" refers to the Lexi AI software, APIs, infrastructure, dashboards, automation tools, and messaging delivery systems.

2.Description of the Service

2.1 Company provides a cloud-based communications infrastructure platform that enables businesses to automate and manage messaging workflows across multiple channels including SMS, email, voice, and web chat.

2.2 The Service includes automation tools, conversational AI tools, messaging routing infrastructure, analytics dashboards, and campaign management functionality.

2.3 Company provides infrastructure and technical tools only. Company does not originate communications, select recipients, approve campaigns, or supervise the timing, frequency, or substance of Client communications.

2.4 Client retains full responsibility for how the Service is configured and used.

3.Platform Status and Infrastructure Role

3.1 Client acknowledges that Company operates solely as a neutral technology infrastructure provider.

3.2 Client determines all messaging content, recipients, timing, frequency, and campaign logic transmitted through the Service.

3.3 For purposes of telecommunications laws including the TCPA and similar regulations, Client shall be deemed the sender and initiator of all communications transmitted through the Platform.

3.4 Company does not control, direct, or supervise the content, recipients, or timing of communications transmitted through the Service.

3.5 Accordingly, Company shall not be considered the sender, originator, or maker of any communication transmitted using the Service and shall not be liable for any communications transmitted by Client using the Service.

4.Account Registration

4.1 Client must create an Account to access the Service and must provide accurate and complete registration information.

4.2 Client is responsible for maintaining the confidentiality of login credentials and for all activities conducted under the Account.

4.3 Client must promptly notify Company if it becomes aware of unauthorized access to its Account.

5.Client Responsibilities

5.1 Client agrees to use the Service in compliance with all Applicable Laws.

5.2 Client is solely responsible for ensuring the legality, accuracy, and appropriateness of all Client Content transmitted through the Service.

5.3 Client must implement internal compliance procedures governing marketing communications and telecommunications compliance.

5.4 No Guarantee of Results. Company makes no representations or warranties regarding business outcomes, revenue growth, lead generation results, or any other performance metric Client may seek to achieve through use of the Service. Any income figures, case studies, testimonials, or results referenced in Company marketing materials represent individual outcomes and are not typical. Actual results will vary based on Client's industry, market conditions, effort, experience, and other factors outside Company's control. Client assumes all risk associated with its use of the Service to conduct marketing and communications activities.

5.5 Compliance Responsibility. Client acknowledges that Company does not provide legal advice and does not guarantee that use of the Service will comply with any telecommunications, marketing, privacy, or consumer protection laws. Client is solely responsible for ensuring that its use of the Service complies with all Applicable Laws, including but not limited to the TCPA, CAN-SPAM Act, FTC Act, state consumer protection laws, and telecommunications carrier policies.

6.Messaging Compliance

6.1 Client represents and warrants that all communications transmitted through the Service comply with the TCPA, CAN-SPAM Act, FTC advertising guidelines, and applicable telecommunications regulations.

6.2 Client must obtain prior express written consent where required before sending automated or marketing messages.

6.3 Client must maintain verifiable consent records including timestamps, opt-in method, and consent language presented to End Users.

7.Consent Record Retention

7.1 Client must retain consent documentation for at least four (4) years from the date consent was obtained.

7.2 Client must provide consent records to Company upon request in connection with regulatory inquiries, carrier investigations, or legal claims.

8.Opt-Out Compliance

8.1 Client must immediately honor opt-out requests from End Users.

8.2 Client must maintain suppression lists and ensure that opted-out recipients do not receive further communications.

9.Artificial Intelligence Systems

9.1 The Platform incorporates AI Systems that generate message content, workflow responses, and automated communications on behalf of Client based on Client's configured workflows, knowledge base, and instructions. The Platform is designed to operate autonomously and individual AI-generated messages are not manually reviewed by Client prior to each transmission.

9.2 Client is responsible for configuring workflows, reviewing AI System settings, and testing automated responses prior to activating any campaign or communication sequence. By activating a workflow, Client approves the parameters governing AI-generated communications produced under that workflow.

9.3 AI outputs may be inaccurate, incomplete, or contextually inappropriate. Client acknowledges that AI-generated outputs are not a substitute for independent professional judgment. All AI-generated communications transmitted through the Service shall be deemed Client Content and remain the sole responsibility of Client.

9.4 Company disclaims all responsibility for the accuracy, legality, or appropriateness of AI-generated outputs transmitted through Client's configured workflows.

10.Content Compliance

10.1 Client may not transmit deceptive, misleading, unlawful, or abusive content through the Service. Client is solely responsible for ensuring that all messages comply with the FTC Act, TCPA, CAN-SPAM Act, applicable state consumer protection laws, and telecommunications carrier guidelines.

10.2 Prohibited content includes without limitation: (a) income, earnings, or financial return claims that are unsubstantiated, guaranteed, or not representative of typical results; (b) before-and-after health, weight loss, or medical claims not supported by competent and reliable scientific evidence; (c) testimonials or endorsements that do not reflect honest opinions or omit required material disclosures; (d) pyramid scheme promotion or multi-level marketing content that implies income from recruitment alone; (e) false urgency, countdown timers, or scarcity claims that are fabricated; (f) harassment, threats, or abusive communications; (g) content that violates any third party's intellectual property rights; (h) illegal offers, unlicensed solicitations, or content that violates applicable federal or state law.

10.3 Company reserves the right to suspend or terminate accounts transmitting prohibited content immediately and without prior notice. Suspension or termination for prohibited content does not entitle Client to a refund of any fees paid.

11.No Duty to Monitor

11.1 Company does not monitor, review, screen, or approve Client communications, recipient lists, campaigns, or messaging workflows.

11.2 Company has no obligation to verify Client compliance with telecommunications laws, marketing regulations, or telecommunications carrier policies.

11.3 The availability of the Service shall not be interpreted as Company reviewing, approving, endorsing, or participating in any communication transmitted by Client.

11.4 Company may investigate or take enforcement action in its sole discretion but shall have no obligation to do so.

11.5 Failure to enforce any provision of this Agreement shall not constitute a waiver of Company's rights.

12.Sub-Accounts and Agency Use

12.1 Client may create sub-accounts for employees, contractors, or customers.

12.2 Client remains fully responsible for all activity conducted through sub-accounts, including compliance with this Agreement and all Applicable Laws.

12.3 Agency clients who provision sub-accounts for their own customers acknowledge that liability for messaging activity within each sub-account rests with the agency client and does not transfer to the sub-account holder or to Company.

13.Billing and Payments

13.1 The Service is offered on a subscription basis. Client agrees to pay all applicable subscription fees, usage-based fees, and add-on charges associated with its selected plan. All fees are stated in U.S. dollars and are non-refundable except as expressly stated in this Agreement.

13.2 Subscriptions automatically renew at the end of each billing cycle at the then-current rate unless Client cancels prior to the renewal date. Cancellation takes effect at the end of the current paid billing period. No partial-period refunds are provided. Client is responsible for cancelling its subscription before renewal to avoid being charged for the next billing period.

13.3 Company may suspend or restrict access to the Service if payment is not received within seven (7) days of the due date. Company may permanently terminate the account if payment remains outstanding for thirty (30) days or more. Company reserves the right to modify subscription pricing upon thirty (30) days' written notice to Client. Continued use of the Service after a price change takes effect constitutes Client's acceptance of the revised pricing.

13.4 Usage-based fees including but not limited to SMS message charges, voice minute charges, WhatsApp conversation charges, and email delivery charges are billed in addition to base subscription fees and are non-refundable. Client is responsible for all usage charges incurred through its account regardless of whether such usage was authorized or resulted from unauthorized access. Company is not liable for usage charges resulting from carrier errors, delivery failures, or third-party infrastructure issues.

13.5 The Service includes a prepaid usage wallet from which usage-based fees (including voice, SMS, WhatsApp, email, and portal interaction charges) are drawn. Wallet funds are a prepaid service credit usable solely within the Service; they are not money, currency, stored value, or a deposit, and carry no cash value outside the Service. Upon cancellation or termination of the account for any reason, any remaining wallet balance is forfeited and non-refundable, except that Client may request a refund of the unused portion of purchased wallet funds by written request to [email protected] within thirty (30) days of the effective termination date. Complimentary, promotional, or bonus wallet credits are never refundable. After thirty (30) days from the effective termination date, all remaining wallet funds are permanently forfeited.

14.Third-Party Infrastructure

14.1 The Service relies on third-party telecommunications carriers, artificial intelligence providers, and infrastructure providers to deliver certain functionality. These providers operate independently and are subject to their own terms, policies, and service limitations. Company is not responsible for service interruptions, delivery failures, or errors caused by third-party infrastructure providers.

14.2 Carriers may block or filter traffic at their discretion. Company is not responsible for carrier filtering or message delivery failures.

14.3 Company may take any action necessary to comply with telecommunications carrier policies, including requiring campaign registration, modifying message throughput limits, suspending messaging traffic, or terminating Client accounts.

14.4 Company shall not be liable for any disruption resulting from actions taken to comply with telecommunications carrier requirements or directives issued by messaging aggregators or telecommunications carriers.

15.Data Processing and Security

15.1 Company implements reasonable administrative, technical, and organizational safeguards designed to protect Client data from unauthorized access, disclosure, or loss.

15.2 No internet-based service can guarantee absolute security. Company shall not be liable for unauthorized access to Client data resulting from circumstances beyond Company's reasonable control.

15.3 Client is responsible for ensuring that personal data processed through the Service on Client's behalf complies with all applicable privacy laws, including but not limited to the CCPA and any applicable state privacy regulations.

16.Confidentiality

16.1 Each party agrees to protect confidential information received from the other party using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

16.2 Confidential information shall be used solely for purposes of performing obligations under this Agreement and shall not be disclosed to third parties without the disclosing party's prior written consent.

16.3 Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law or court order.

17.Intellectual Property

17.1 The Platform and all related technology, software, algorithms, and documentation remain the exclusive property of Peako Enterprises, LLC. No rights in the Platform are transferred to Client under this Agreement.

17.2 Client retains ownership of Client Content transmitted through the Service. Client grants Company a limited, non-exclusive license to process and transmit Client Content solely for the purpose of delivering the Service.

18.Indemnification

18.1 Client agrees to defend, indemnify, and hold harmless Peako Enterprises, LLC and its officers, directors, employees, contractors, and agents (collectively, "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's use of the Service or any communications transmitted through the Service on Client's behalf; (b) any violation of the TCPA, CAN-SPAM Act, FTC Act, any other Applicable Law, or any telecommunications carrier policies, industry guidelines, messaging requirements, or third-party platform rules applicable to communications transmitted through the Service; (c) any claim by an End User arising from messages sent by or on behalf of Client; (d) any regulatory investigation, enforcement action, or carrier fine arising from Client's messaging activity; (e) Client's breach of any representation, warranty, or obligation under this Agreement; or (f) the content of any AI-generated message transmitted through Client's configured workflows.

18.2 Company reserves the right to assume exclusive control of the defense of any matter subject to indemnification by Client, at Client's expense.

18.3 Client shall not settle any claim that imposes any obligation or liability on any Indemnified Party without Company's prior written consent.

19.Limitation of Liability

19.1 To the maximum extent permitted by law, Company's total cumulative liability to Client for any claims arising under or related to this Agreement shall not exceed the greater of (a) the total fees actually paid by Client to Company during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred dollars ($100.00).

19.2 To the fullest extent permitted by law, Company shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, even if Company has been advised of the possibility of such damages.

19.3 The limitations in this section apply regardless of the theory of liability, whether in contract, tort, negligence, strict liability, or otherwise, and shall survive the termination of this Agreement.

20.Arbitration and Class Action Waiver

20.1 Any dispute arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

20.2 The arbitration shall take place in the State of New Jersey. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

20.3 The parties expressly waive the right to trial by jury and the right to participate in any class action or representative proceeding. All claims must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

21.Regulatory Cooperation

21.1 Company may cooperate with telecommunications carriers, regulators, or law enforcement investigating messaging activity conducted through the Service.

21.2 Company may disclose Client information to the extent required by law, regulation, legal process, or governmental request, without notice to Client where prohibited by law.

22.Suspension and Termination

22.1 Company may suspend Client's access to the Service immediately and without prior notice if: (a) Client violates any provision of this Agreement or Applicable Laws; (b) Company determines in its sole discretion that Client's messaging activity poses regulatory, legal, or reputational risk; (c) a telecommunications carrier requires suspension; or (d) Client's account is past due. Suspension does not relieve Client of its payment obligations.

22.2 Either party may terminate this Agreement upon thirty (30) days' written notice. Company may terminate immediately for cause including material breach, prohibited content violations, or regulatory non-compliance.

22.3 Upon termination, Client's access to the Service will cease. Client data, including contact records, conversation history, and knowledge base files, will be retained for thirty (30) days following termination and then permanently deleted. Client is responsible for exporting any data it wishes to retain prior to the end of this retention period. Company has no obligation to retain Client data beyond thirty (30) days post-termination.

23.Traffic Throttling and Platform Protection

23.1 To maintain platform integrity, ensure compliance with telecommunications carrier policies, and reduce regulatory risk, Company reserves the right to implement traffic management controls on messaging activity transmitted through the Service.

23.2 Company may impose message throughput limits, temporarily throttle messaging traffic, delay message delivery, or suspend campaigns if messaging activity may violate Applicable Laws or carrier policies.

23.3 Client acknowledges that telecommunications carriers may independently apply filtering, rate limits, or blocking measures, and Company shall not be liable for disruptions resulting from such actions.

23.4 Traffic throttling or enforcement actions taken pursuant to this section shall not constitute breach of this Agreement and shall not entitle Client to any refund or credit.

24.Disclaimer of Warranties

24.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

24.2 Company does not warrant that the Service will be uninterrupted, error-free, or free from harmful components. Company does not guarantee message delivery or the accuracy of any analytics or reporting data.

25.SMS Program Disclosures

25.1 When Client uses the Service to send SMS messages, the following carrier-required disclosures apply to all End Users who receive such messages: (a) message frequency varies based on Client's workflow configuration and End User interactions; (b) message and data rates may apply; (c) End Users may opt out at any time by replying STOP, after which Client must not send further messages to that End User; (d) End Users may reply HELP for assistance.

25.2 Client is responsible for ensuring these disclosures are clearly presented to End Users at the point of opt-in and that all opt-in forms comply with applicable carrier and regulatory requirements.

26.A2P Opt-In Infrastructure

26.1 As part of the Service, Company may provide Client with a hosted opt-in landing page ("Opt-In Page") for the purpose of obtaining and documenting End User consent to receive SMS messages. The Opt-In Page dynamically displays Client's business name and is submitted to telecommunications carriers as the Call-to-Action URL for A2P 10DLC campaign registration.

26.2 Client acknowledges that: (a) the Opt-In Page is hosted and maintained by Company on Company's infrastructure; (b) the Terms of Service and Privacy Policy linked from the Opt-In Page are Company's documents covering the SMS program and do not replace Client's own website terms; (c) Client remains responsible for the accuracy of the business information provided for display on the Opt-In Page; and (d) Company makes no guarantee that use of the Opt-In Page will result in carrier approval of any A2P campaign registration.

27.Miscellaneous

27.1 Force Majeure. Neither party shall be liable for delays or failures in performance caused by events beyond reasonable control, including acts of God, natural disasters, government actions, telecommunications outages, or carrier network failures.

27.2 Assignment. Client may not assign this Agreement or any rights or obligations hereunder without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

27.3 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

27.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, representations, and understandings. No modification of this Agreement shall be effective unless in writing and agreed to by authorized representatives of both parties.

27.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles.

27.6 Electronic Acceptance. Client agrees that this Agreement is entered into electronically and that Client's acceptance of the Agreement through the Platform, including by clicking "I agree," creating an account, or using the Service, constitutes a legally binding agreement. Client further agrees that such electronic acceptance is equivalent to a written signature and is enforceable under applicable law.

27.7 Notices. Any legal notices or communications required under this Agreement must be provided in writing. Notices to Company may be sent by email or by nationally recognized courier to the contact information below. Company may provide notices to Client using the email address associated with the Client's account or by posting notice within the Platform. Notice will be deemed effective upon receipt.