This Comprehensive Master Services Agreement (“Agreement”) outlines the terms and conditions governing the use of services provided by AIms Innovations, Inc. (“AIms Innovations”), a Delaware corporation with its principal office at 16192 Coastal Highway, Lewes, DE 19958. This Agreement becomes effective on the date indicated in the executed Service Order (“Effective Date”) between AIms Innovations and the undersigned Customer.

Services

AIms Innovations provides a suite of services, including but not limited to software subscriptions, professional services, and technical support (“the Services”), as specified in individual Service Orders. A Service Order is a document signed by the Customer and AIms Innovations that details the Services to be delivered, their pricing, terms, and conditions. The execution of a Service Order by both parties incorporates this Agreement by reference.

The Customer agrees to adhere to specific usage limitations regarding the Services. They will not license, sublicense, sell, resell, transfer, assign, or distribute the Services in any manner. Additionally, they will refrain from modifying, translating, or creating derivative works based on the Services. Unauthorized online “links” to the Services, “framing” or “mirroring” its content on external servers or devices, or actions that interfere with the Services’ operation are strictly prohibited. The Customer is also prohibited from reverse engineering, decompiling, or dismantling any part of the Services. Furthermore, the Services may only be used to support the Customer’s internal operations or business process outsourcing activities.

Customer is granted a non-exclusive, non-transferable right to access and use the Services during the term of this Agreement, subject to compliance with its terms and applicable laws.

Fees and Billing

Activation and Setup: Before the Services are activated, the Customer must pay AIms Innovations the fees outlined in the initial Service Order, which may include activation, or implementation. Once these fees are received, AIms Innovations will initiate the provisioning process, enabling the Customer to log in and access the Services. For any subsequent Service Orders, provisioning will begin upon receipt of the signed Service Order.

Fees: The Customer agrees to pay AIms Innovations the Service Fees specified in the applicable Service Order. Unless otherwise stated, invoices for Service Fees will be issued as stated in Service Order, while charges for Generative AI usage will be billed in arrears. During a renewal period, AIms Innovations may adjust Service Fees and charges by up to 5% once every 12 months, provided they give at least 60 days’ prior written notice. 

Billing: Unless stated otherwise in the Service Order, the Customer’s billing cycle starts on the Service Order date, with invoices issued monthly. Each invoice will reflect all Service Fees, professional services, or other applicable charges incurred during the billing period. Subscription charges for partial months will be prorated accordingly.

Payment Terms: Payments for invoiced amounts are due within 30 days (“Net 30”) of the invoice date. Payments can be made via cash, ACH, or wire transfer. The Customer is responsible for covering all applicable taxes, regulatory fees, and surcharges. Late payments may incur an interest charge of 1.5% per month or the maximum allowed by law, whichever is less.

Service Order Renewals: Unless otherwise specified, Service Orders automatically renew for additional terms equal to the original term. To cancel, the Customer must provide written notice of non-renewal via email to billing@aimsinnovations.com at least 30 days before the current term ends. If any AIms Innovations functionality or third-party service will be unavailable for renewal, Aims will provide at least 180 days’ notice to the Customer.

Disputed Charges: The Customer agrees to pay all undisputed charges on time. If there is a legitimate dispute over an invoiced amount, the Customer must notify AIms Innovations via email at billing@aimsinnovations.com within 45 days of the invoice date, providing details of the dispute. AIms Innovations commits to working with the Customer to resolve the matter promptly and reasonably.

Waiver: If AIms Innovations does not invoice the Customer in a timely manner for any amounts due, this will not constitute a waiver of its right to payment. All outstanding amounts will remain due and payable in full.

Customers are responsible for taxes and regulatory fees associated with the Services. If a dispute arises regarding invoiced amounts, the Customer must notify AIms Innovations within 45 days of the invoice date. Undisputed amounts must be paid on time.

Term and Termination

This Agreement begins on the Effective Date and remains in effect until all associated Service Orders expire or are terminated. Either party may terminate this Agreement upon 30 days’ written notice for a material breach that remains uncured after notice. AIms Innovations may suspend or terminate Services for non-payment or unauthorized use.

Suspension or Termination by AIms Innovations: AIms Innovations reserves the right to suspend or disable the Customer’s access to the Services for accounts with overdue payments, provided the payments are not disputed. However, reasonable notice and sufficient time to resolve the delinquency will be given before such action is taken.

Additionally, AIms Innovations may suspend or terminate access if there is a good faith belief that the Customer is:

1. Using the Services in violation of applicable federal, state, or local laws, rules, or regulations, including but not limited to adherence to “Do Not Call” requirements.
2. Engaging in actions that compromise the security or functionality of the Services.

If AIms Innovations identifies unauthorized use of the Services, the Customer will be promptly notified and given a reasonable opportunity to address the issue. However, if immediate suspension is required to ensure compliance with laws or regulations, AIms Innovations reserves the right to act without prior notice.

Reinstatement of the Customer’s account following suspension or termination is at AIms Innovations’ sole discretion. Resuming access to the Services after suspension does not extend the term of the agreement or the period covered by prepaid Service Fees.

Termination Consequences: Upon termination of this Agreement, the following conditions will apply:

1. All rights granted under this Agreement will end immediately, and the Customer will lose access to and the ability to use the Service.
2. Each party must either return or destroy all Confidential Information belonging to the other party, as directed by the other party.
3. The Customer must promptly settle all undisputed Service Fees associated with their account as of the termination date. AIms Innovations reserves the right to apply any deposits or other funds provided by the Customer to offset any outstanding amounts owed under this Agreement or related Service Orders

Customer Responsibilities and Confidential Information

Customer Responsibilities: The Customer assumes full accountability for:  

1. All actions, charges, and access, whether authorized or unauthorized, associated with their AIms Innovations account and password(s).  
2. Ensuring they secure and maintain the required Internet connection to access and use the Services. AIms Innovations disclaims any liability for issues or damages arising from the performance or quality of the Customer’s chosen Internet service provider in relation to this Agreement.  

Confidential Information: Confidential Information encompasses proprietary or sensitive details related to the business, technical, or financial activities of either party, its agents, or subcontractors, as disclosed during the term of this Agreement.  

Customer’s Confidential Information: Any data transmitted by the Customer through the Services is considered proprietary to the Customer.  

AIms Innovations’ Confidential Information: The Services, along with any statistical or analytical insights about their usage or enhancements, are proprietary and constitute the Confidential Information of AIms Innovations.  

Both parties agree to maintain strict confidentiality and to take reasonable precautions to prevent unauthorized use or distribution of each other’s Confidential Information.  

The receiving party may disclose the disclosing party’s Confidential Information only under the following conditions:  

1. When legally obligated or required to comply with regulatory demands, provided the receiving party informs the disclosing party (if permitted by law) of the disclosure and allows the disclosing party an opportunity to seek protective measures.  
2. With explicit prior written consent from the disclosing party.  

AIms Innovations may share the Customer’s Confidential Information with its service providers solely for purposes required by law or regulation. Where permitted, AIms Innovations will notify the Customer before any such disclosure occurs.  

Exemptions to confidentiality obligations include information that the receiving party can demonstrate that one of the following is true:  

1. Is publicly available through no fault or action of the receiving party.  
2. Was already lawfully in the possession of the receiving party prior to its disclosure.
3. Was legally provided by a third party without restrictions on its use or further disclosure.  
4. Was independently developed by the receiving party without reference to the disclosing party’s Confidential Information.  

These provisions ensure that each party’s sensitive information is handled responsibly while outlining the limits and exceptions to confidentiality obligations.

Data Use and Retention

Customer Data 

“Customer Data” refers to any identifiable information or data that the Customer collects or provides to AIms Innovations through the Services. During the term of this Agreement, the Customer grants AIms Innovations permission to store this data on its secure internal systems. AIms Innovations is authorized to use and duplicate Customer Data solely for the purpose of delivering the Services, including providing technical support, as outlined in this Agreement.  

The customer also authorizes AIms Innovations to utilize non-identifiable Customer Data for activities such as troubleshooting, testing, improving, analyzing, and optimizing the Services. AIms Innovations will not resell or share Customer Data with unauthorized third parties, except as required by law or to meet regulatory obligations, and only to the minimum extent necessary.  

AIms Innovations reserves the right to periodically remove Customer Data from its servers in accordance with its data retention policies, which are detailed at https://www.aimsinnovations/dataretention.

The Customer assumes responsibility for ensuring the proper handling of Customer Data. Specifically, the Customer represents and warrants that:  

1. They have the legal authority to provide Customer Data to AIms Innovations.  
2. They have obtained and will maintain any required notifications, policies, consents, or releases from individuals or entities whose data is included in the Customer Data, in compliance with all applicable laws.  

Integrations and Interoperability

The Services may include features that interoperate with third-party services. Customers assume responsibility for such integrations and acknowledge that AIms Innovations is not liable for issues arising from third-party services. Features dependent on third-party services may be discontinued without fault on AIms Innovations’ part.

Warranty and Disclaimer

AIms Innovations provides Services on an ‘as-is’ basis and makes no warranties regarding their uninterrupted operation, fitness for specific purposes, or compliance with all Customer requirements. Scheduled maintenance and unforeseen outages may affect availability.

Indemnification

Indemnification Obligations  

By AIms Innovations:  AIms Innovations agrees to defend the Customer and its employees (“Customer Indemnitees”) against any claims, lawsuits, or proceedings initiated by third parties and to indemnify them for any damages, costs, or attorney’s fees awarded by a court. This applies to claims arising from:  

1. Personal injury or property damage caused by the negligent or intentional actions of AIms Innovations, its employees, or agents under this Agreement.  
2. AIms Innovations’ breach of the terms of this Agreement. 
3. Allegations or findings that the Services provided by AIms Innovations infringe on any patent, trademark, copyright, or trade secret, provided the Customer uses the Services in compliance with the Agreement.  

If an infringement claim is filed or anticipated, AIms Innovations will, at its sole cost and discretion, take one of the following actions:  

1. Secure the customer’s right to continue using the Services as permitted under this Agreement.  
2. Modify or replace the Services to eliminate the infringement while maintaining their functionality under this Agreement.  
3. Terminate this Agreement, including all associated subscriptions and work statements, without liability beyond its indemnity obligations, and refund the customer for unused, prepaid fees prorated from the date the Services can no longer be effectively utilized.  

By the Customer:  The customer agrees to defend AIms Innovations and its employees (“Aims Indemnitees”) against claims, lawsuits, or proceedings initiated by third parties and to indemnify them for any damages, costs, or attorney’s fees awarded by a court. This applies to claims arising from:  

1. Personal injury or property damage caused by the negligent or intentional actions of the customer, its employees, or agents under this Agreement.
2. The customer’s breach of this Agreement.  
3. The customer’s unauthorized, illegal, or fraudulent use of the Services.  

Indemnification Procedure  

Indemnification Claims: For any claim subject to indemnification:  

The indemnifying party has the right to manage the defense or settlement of the claim, provided they do not agree to any settlement that requires an admission of fault, payment, or additional obligations by the indemnified party without prior written consent, which will not be unreasonably withheld or delayed.  

The indemnified party may participate in the defense at its own expense using separate counsel but cannot control the defense.  

The indemnified party must provide reasonable assistance to the indemnifying party (at the indemnifying party’s expense) to help with the defense or settlement.  

If the indemnifying party does not assume defense of the claim within 60 days of receiving notice, the indemnified party may take over the defense at the indemnifying party’s expense and risk.  

Both parties also agree to indemnify each other for any costs, liabilities, or claims arising from compliance with compulsory legal processes (e.g., subpoenas, interrogatories, or depositions) that seek information about the other party regarding alleged violations of applicable laws.  

Limitation of Liability and Damages

Limitation of Liability 

Neither party shall be responsible for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to loss of profits, revenue, or business opportunities, arising from or in connection with this Agreement. This limitation encompasses, but is not restricted to, claims relating to:  

1. Service interruptions, delays, or failures in performance
2. Inability to access the Services or system downtimes
3. Data loss, corruption, or unauthorized access to customer information
4. Errors, failures, or inaccuracies in communication delivery
5. Harm caused by malicious software, such as viruses, ransomware, or other harmful code
6. Negligent or improper actions taken by other users or third parties interacting with the Services
7. Damages resulting from natural disasters, government interventions, or other events outside a party’s reasonable control
8. Malfunctions or failures in hardware, software, or network infrastructure that are not directly managed by AIms Innovations, and  
9. Incompatibility, errors, or disruptions caused by third-party integrations or services used in conjunction with the Services.  

Ownership of Materials and Intellectual Property

Proprietary Materials  

“Proprietary Materials” encompass all patents, copyrights, trademarks, service marks, trade secrets, design rights, and other intellectual property or proprietary rights held by a party during the term of this Agreement. This includes related software, schematics, diagrams, data, and any tangible materials tied to these rights. The Services, along with any modifications, customizations, or derivative works, are solely owned by AIms Innovations and its licensors, and they are protected by applicable intellectual property laws and international treaties. As between the parties, Customer Data remains the exclusive property of the Customer. This Agreement does not grant or transfer any ownership, title, or rights in either party’s Proprietary Materials to the other, apart from the limited right for the customer to access and use the Services as expressly provided herein.  

Intelligent Virtual Agent Services (IVA Services)  

If the customer subscribes to Intelligent Virtual Agent (IVA) “RAven” Services, the following terms apply:  

1. AIms Innovations is authorized to store, access, use, copy, and process Customer Data for the following purposes:  
2. Delivering the IVA Services specified in the Service Order.  
3. Enhancing, supporting, training, internal research and further developing the IVA Services, as well as conducting diagnostics.  
4. Maintaining records related to IVA Services.  
5. Complying with legal or regulatory requirements associated with the IVA Services.  

By utilizing the IVA Services, the customer grants permission for AIms Innovations to process its Customer Data for these purposes.  

Throughout the duration of the applicable Service Order, the Customer is allowed to use the subscribed IVA Services under the terms of this Agreement. However, the Customer does not gain ownership of any IVA Data or IVA Services, including associated documentation or any modifications, enhancements, or derivative works.  AIms Innovations retains ownership of the IVA Services and all related elements, including:  

1. Algorithms, training datasets, and machine learning models.  
2. Performance metrics, aggregated data, tools, transcripts, methodologies, and processes derived from or created through the IVA Services.  
3. Any annotations or outputs generated by the IVA Services, excluding call transcripts or recordings (collectively referred to as “IVA Data”).  

This ensures that all proprietary elements associated with the IVA Services remain under AIms Innovations’ ownership while allowing the Customer to benefit from their use under clearly defined terms.  

Miscellaneous

Jurisdiction  

This Agreement is governed by the laws of the State of Deleware, excluding its conflict of laws principles. Any legal actions arising from this Agreement will take place exclusively in Lewes Deleware.

Force Majeure: Neither party will be held liable for delays or failures to perform obligations under this Agreement due to events beyond their reasonable control. Such events may include natural disasters, fires, floods, wars, acts of terrorism, riots, labor strikes, governmental actions, or other unforeseen circumstances. The affected party must notify the other party promptly and take reasonable steps to mitigate the impact of such events. Once the cause of nonperformance is resolved, the affected party shall resume its obligations under this Agreement.

Subprocessors: AIms Innovations may engage subprocessors, such as third-party providers, to deliver the Services. Each subprocessor is bound by a written agreement that imposes obligations equivalent to those outlined in this Agreement. AIms Innovations remains fully responsible for the performance of its subprocessors and their compliance with this Agreement. The use of subprocessors does not relieve AIms Innovations of its contractual responsibilities.

Assignment: Neither party may assign or transfer this Agreement or its rights and obligations without the prior written consent of the other party. However, either party may assign the Agreement in its entirety to a successor entity in the event of a merger, reorganization, or sale of all or substantially all assets, without requiring prior consent.

Notices: All notices or requests under this Agreement must be sent via email, first-class mail, or courier, and are considered delivered upon receipt. Notices to AIms Innovations should be sent to its current corporate headquarters or the email address specified in the Service Order. Notices to the customer will be sent to the most recent physical or email address provided in the Service Order or as updated in writing.

General: The failure or delay of either party to enforce any provision of this Agreement does not constitute a waiver of that or any other provision. If any part of this Agreement is found invalid under applicable law, the remainder remains enforceable. In disputes arising from this Agreement, the prevailing party is entitled to recover reasonable attorneys’ fees. The following sections survive termination or expiration of this Agreement: Use Restrictions, Fees and Billing, Confidential Information, Data Use and Retention, Indemnification, Limitation of Liability, Ownership of Materials, and Miscellaneous.

Interpretation: This Agreement, along with any related addenda and Service Orders, constitutes the entire understanding between the parties, superseding all prior agreements or communications regarding the subject matter. Amendments are valid only if signed by both parties. Rights and permissions not expressly granted are reserved. Silence in a Service Order on any subject covered in this Agreement does not create a conflict, and the terms of the Agreement will prevail.

Execution: This Agreement may be signed in counterparts, with each counterpart treated as an original. Together, the counterparts form one binding Agreement with the same effect as if all signatures appeared on a single document.

Publicity: Neither party may issue press releases or public statements regarding this Agreement without the other party’s prior written consent. However, AIms Innovations is granted a limited, revocable license to display the Customer’s name and logo on its website and marketing materials during the term of this Agreement.