Terms of Service (Master Services Agreement)

1. Acceptance of the Agreement

You accept this Agreement, and a binding contract is formed, when you do any of the following, whichever occurs first: (a) sign or electronically execute an Order Form that references these Terms; (b) click a button or check a box indicating acceptance; or (c) access or use any part of the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity.

2. Eligibility

You may use the Services only if:

• You are at least 18 years old and have legal capacity to enter into a binding contract;
• You are using the Services for business (not personal, family, or household) purposes; and
• You are authorized to bind the entity on whose behalf you accept this Agreement.

3. Definitions

• "Services" means the AI voice receptionist, the software platform, and any implementation, configuration, or consulting services we provide.
• "Order Form" means the ordering document, checkout, or written quote that describes the Services purchased, the fees, and any special terms.
• "Customer Data" means data, content, and records you or your Authorized Users submit to the Services, and data captured on your behalf about your End Callers.
• "End Caller" means any individual who calls, texts, or is contacted through a phone line or number connected to the Services.
• "Authorized Users" means individuals you permit to access the Services on your behalf.
• "Fees" means all amounts payable under an Order Form and this Agreement, including the installation fee, subscription fees, and usage overages.

4. Description of the Services

Tsunami Automation provides:

• Recepcionista AI 24/7 — a bilingual (English/Spanish) AI voice receptionist that answers, records, and transcribes inbound calls, understands the caller, books appointments into your calendar, sends SMS confirmations and notices, logs each call, and routes emergencies as configured;
• Business-automation SaaS — software for funnels, AI agents, automations, and CRM workflows; and
• Done-with-you implementation and consulting — setup, configuration, and build-out delivered under your Order Form.

The Services are tools that support your operations. Except for the performance guarantee in Section 13, we do not guarantee any specific business result (such as revenue, profit, lead volume, or bookings). We may add, modify, or discontinue features over time; if a change materially reduces core functionality of your plan, we will use commercially reasonable efforts to give you advance notice.

5. Account Registration & Security

You are responsible for:

• Providing accurate, current, and complete account, billing, and contact information;
• Maintaining the confidentiality of your credentials;
• All activity that occurs under your account and by your Authorized Users; and
• Promptly notifying us at support@tsunamiautomation.com of any suspected unauthorized access.

6. Customer Obligations & Cooperation

You agree to cooperate reasonably so we can deliver the Services, including by providing timely access to your phone number(s), calendar, scripts, business information, and personnel needed for onboarding and ongoing operation. You are responsible for the accuracy of the information and instructions you provide and for your use of the Services in compliance with this Agreement, the Acceptable Use Policy, and applicable law.

7. Order Forms & Order of Precedence

The specific Services, fees, and any special terms are set out in your Order Form. In the event of a conflict, the order of precedence is: (1) the applicable Data Processing Addendum; (2) the Order Form; and (3) these Terms — except that no Order Form varies Sections 21 (Warranties), 22 (Limitation of Liability), or 30 (Arbitration) unless it expressly references the section and is signed by an authorized officer of Tsunami Automation. Metered and overage charges are authorized under the signed Order Form.

8. Fees & Billing

Unless your Order Form states otherwise, the Fees are:

• One-time installation fee: $1,800 USD, or, if elected, split-pay of $900 charged today plus $900 charged at go-live.
• Recurring subscription: $300 USD per month, beginning in month two. The subscription is month-to-month with no annual lock-in.
• Included each month: 400 answered-call minutes and 300 SMS messages.
• Usage overage: $0.40 USD per additional answered-call minute and $0.05 USD per additional SMS, billed monthly in arrears.
• Additional phone numbers: $10 USD per month for each additional number.
• Additional services (special integrations, campaigns, or major script changes) are quoted and authorized in writing before any charge.

Recurring subscription fees are billed monthly in advance; usage overages are billed monthly in arrears. All Fees are stated and payable in U.S. dollars and, except as set out in Section 12 and our Refund & Cancellation Policy, are non-refundable. Overage unit rates, the included monthly allowance, and the overage rates are disclosed on your Order Form and in the Refund & Cancellation Policy.

9. Payment Authorization & Card on File

We use a PCI-compliant third-party payment processor. You must keep a valid payment method on file. By providing a payment method and accepting this Agreement, you:

• Authorize Tsunami Automation and its payment processor to securely store your payment method for future charges;
• Authorize recurring charges for the monthly subscription and the one-time installation fee (or its split-pay portions); and
• Authorize variable usage-overage charges (additional minutes, SMS, and phone numbers) as they accrue.

Card details are handled by our payment processor under its PCI-compliant systems; Tsunami Automation does not see or store full card numbers. This billing authorization continues until you cancel as described in Section 11 or terminate under Section 24. If a charge fails, we may retry it and may suspend the Services for non-payment under Section 25.

10. Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, and similar taxes and governmental assessments associated with the Services, other than taxes based on our net income. If we are required to collect taxes, they will be added to your invoice.

11. Auto-Renewal & Cancellation

Your subscription renews automatically each month at $300 USD per month until you cancel. There is no long-term commitment, and you may cancel at any time, effective at the end of your current monthly billing period. Cancellation stops future subscription renewals; usage already incurred remains payable.

You can cancel through a method at least as simple as the one you used to enroll:

• Use the self-serve "Cancel Subscription" option in your account billing settings; or
• Email billing@tsunamiautomation.com from the address on your account with the subject line "Cancel Subscription."

We disclose the renewal term and price at enrollment, obtain your affirmative consent to the recurring charge, present the cancellation method in a clear-and-conspicuous manner, send renewal reminders consistent with card-network practice, and retain records of your consent. These practices are designed to comply with the federal Restore Online Shoppers' Confidence Act (ROSCA), the California Automatic Renewal Law (AB 2863), and New York General Business Law §527-a. Refund treatment on cancellation is governed by our Refund & Cancellation Policy.

12. Refunds

Refund eligibility, including the treatment of the installation fee, subscription periods, and usage overages, is governed by our Refund & Cancellation Policy, which is incorporated into this Agreement by reference. The performance guarantee in Section 13 is the sole exception under which the installation fee may be refunded, and it is reconciled with that Policy.

13. Service Levels & Performance Guarantee

We use commercially reasonable efforts to keep the Services available, subject to maintenance, third-party dependencies, and events under Section 27.

60-Day Performance Guarantee. If, during the first sixty (60) days following go-live, the Recepcionista AI 24/7 receptionist does not book at least five (5) new jobs for your business, we will refund the full $1,800 installation fee. This guarantee applies only if, for the entire 60-day period, you:

• Keep your primary business phone number routed to the AI receptionist; and
• Keep your connected calendar current, accurate, and available for booking.

This refund is your sole and exclusive remedy under the performance guarantee, is not a warranty of any other result, and does not extend to the monthly subscription fees or usage overages. To claim it, email billing@tsunamiautomation.com within thirty (30) days after the end of the 60-day period.

14. Customer Compliance Regarding End Callers ★

15. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated by reference and reflects the requirements of our telephony, messaging, and payment providers. Violation of that Policy is a material breach of this Agreement and is grounds for suspension or termination under Sections 24 and 25.

16. Intellectual Property & License Grant

We and our licensors own all rights, title, and interest in and to the Services, including the software, models, interfaces, documentation, designs, and trademarks. Subject to your compliance with this Agreement and payment of Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during your subscription term, solely for your internal business purposes.

You may not:

• Copy, modify, or create derivative works of the Services (except through permitted in-platform configuration);
• Reverse engineer, decompile, or attempt to extract source code, except to the extent this restriction is prohibited by law;
• Resell, sublicense, or provide the Services to third parties without a separate written agreement; or
• Remove or alter any proprietary notices or trademarks.

17. Customer Data & Feedback

As between the parties, you own your Customer Data. You grant us a limited, worldwide license to host, process, and transmit Customer Data solely to provide, maintain, secure, and support the Services, and as further described in our Privacy Policy and Data Processing Addendum. For End-Caller data captured on your behalf, we act as your service provider / processor and do not use that data for our own purposes. If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use it to improve our products.

18. Confidentiality

Each party may access the other's confidential information. The receiving party will use it only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to personnel and advisors who need it and are bound by confidentiality. These obligations do not apply to information that is public through no fault of the receiving party, already known, independently developed, or rightfully received from a third party. A party may disclose confidential information if legally compelled, after giving reasonable notice where permitted.

19. Third-Party Services

The Services depend on and integrate with third-party providers, including carriers and telephony and messaging, payment processing, conversational voice AI and transcription, large-language-model processing, scheduling and video, e-signature, and email delivery. Those providers have their own terms and privacy practices. We are not responsible for third-party services we do not control, and outages or changes by those providers may affect the Services.

20. Privacy & Data Processing

Our handling of personal information is described in our Privacy Policy. Where we process personal information about your End Callers on your behalf, our Data Processing Addendum applies and structures Tsunami Automation as a service provider under the CCPA and a processor under the Texas Data Privacy and Security Act, with the flow-down and subprocessor terms described there.

21. Warranties & Disclaimers

22. Limitation of Liability

23. Indemnification (Mutual)

By Tsunami Automation.We will defend and indemnify you against third-party claims alleging that the Services, as provided by us and used in accordance with this Agreement, infringe that third party's intellectual-property rights, and we will pay resulting damages and costs finally awarded or agreed in settlement.

By Customer. You will defend and indemnify Tsunami Automation, its affiliates, and personnel against any third-party claim, and pay resulting damages, penalties, fines, and reasonable costs, arising out of or related to: (a) your Customer Data or your use of the Services; (b) your breach of Section 14 or the Acceptable Use Policy; and, in particular, (c) your failure to obtain required End-Caller consents, including claims under the TCPA, state call-recording and wiretap laws (such as California's CIPA), telemarketing statutes, and biometric-privacy laws.

The indemnifying party's obligations are conditioned on prompt notice, sole control of the defense (without settling in a way that admits fault or imposes obligations on the other party without consent), and reasonable cooperation.

24. Term & Termination

This Agreement begins on your acceptance and continues while you use the Services. The subscription renews monthly until cancelled under Section 11. Either party may terminate for the other party's material breach that remains uncured 30 days after written notice. We may terminate immediately if required by law, carrier, or payment-network rules, or for the reasons in Section 25.

25. Suspension

We may suspend or limit the Services, in whole or in part, if: (a) you fail to pay amounts due; (b) you breach the Acceptable Use Policy or Section 14; (c) your use creates a security, legal, or carrier-compliance risk; or (d) a provider, court, or authority requires it. Where practicable and lawful, we will give notice and an opportunity to cure.

26. Effect of Termination; Data Export & Deletion

On termination, your right to use the Services ends and accrued Fees become due. For a period of thirty (30) days after termination, you may request an export of your Customer Data in a commonly used format. After that window, we will delete or de-identify Customer Data in accordance with our Privacy Policy and Data Processing Addendum, except for data we must retain for legal, tax, or dispute-resolution purposes.

27. 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 acts of God, natural disasters, war, terrorism, labor disputes, governmental action, and outages or failures of upstream carriers, cloud hosts, or other third-party providers.

28. Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void. This Agreement binds and benefits the parties' permitted successors and assigns.

29. Governing Law & Venue

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-law rules. Subject to Section 30, the state and federal courts located in Texas have exclusive jurisdiction and venue over any dispute not subject to arbitration, and each party consents to that jurisdiction. As noted in Section 14, a Texas governing-law clause does not by itself displace another state's call-recording statute for interstate calls.

30. Dispute Resolution; Binding Arbitration & Class-Action Waiver

31. Modifications to These Terms

We may update this Agreement from time to time. For material changes, we will provide advance notice by email, in-app notice, or by updating the "Last Updated" date and posting the revised Terms before they take effect. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to a material change, you may cancel under Section 11 before it takes effect.

32. Notices

Legal notices to Tsunami Automation must be sent to legal@tsunamiautomation.com. We may give you notice through the email or account contact on file or by in-app notice. Notices are deemed given when sent (for email) or posted (for in-app notice).

33. Entire Agreement; Severability; Waiver; Headings

This Agreement, together with each Order Form and the policies incorporated by reference, is the entire agreement between the parties and supersedes prior agreements on its subject matter. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. A party's failure to enforce a provision is not a waiver. Headings are for convenience only and do not affect interpretation.

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