Revision note (not part of the posted Agreement): v1.2 strips merge-field syntax from the posted master so it reads as a clean standalone document. All party-specific data (Client's legal name, entity type, state of formation, notice address, Effective Date) is supplied by the Order that incorporates this Agreement, not by the master itself. No substantive term changes in this revision. Hosted Commerce clients remain governed by this Agreement as modified by the Hosted Commerce Addendum.
This Master Services Agreement (this “Agreement”) governs the provision of services by NexTech Advisors, LLC, a Utah limited liability company doing business as Rivvet AI (“Provider” or “Rivvet”), with its principal place of business in the State of Utah, to any client that executes an Order or Service Order expressly incorporating this Agreement by reference (“Client”). Provider and Client are each a “Party” and collectively the “Parties.” Each Order states the Effective Date, Client's legal name, entity type, and state of formation, and Client's authorized contact and notice email. This Agreement and the applicable Order together constitute the agreement between the Parties for the Services described in that Order.
RECITALS. Provider operates a proprietary artificial-intelligence platform that delivers automated marketing, AI-powered receptionist, and related services to businesses. Client desires to engage Provider on the terms set forth herein. In consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
“AI Agents” means the artificial-intelligence-powered software processes deployed by Provider on Client’s behalf, including automated email agents, voice AI receptionists, chatbots, and scheduling assistants.
“Client Data” means all data, information, customer lists, contact records, and materials provided by Client to Provider in connection with the Services, including data collected from Client’s customers through the operation of AI Agents.
“Confidential Information” means all non-public information disclosed by one Party to the other in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential.
“Rivvet IP” means all technology, software, AI models, machine-learning algorithms, prompts, prompt templates, workflows, campaign templates, platform code, analytics algorithms, user interfaces, APIs, documentation, trade secrets, and know-how owned or developed by Provider, whether before, during, or after the Term.
“Platform” means Provider’s proprietary technology infrastructure through which the Services are delivered, including all servers, software, integrations, dashboards, and related systems.
“Schedule A” means the service order incorporated by reference, specifying Services selected, pricing, and any Client-specific terms.
“Services” means the AI-powered marketing, receptionist, and related services described in Schedule A, delivered through the Platform and AI Agents.
“Trial Period” means the first thirty (30) calendar days following the Effective Date, during which Client may terminate without an Early Termination Fee pursuant to Section 11.3.
2. SERVICES
2.1 Scope.
Provider shall deliver the Services identified in Schedule A during the Term. Provider provisions and manages all technical infrastructure required to operate the AI Agents. AI Agents operate under Client’s brand identity as directed by Client.
2.2 Package Options.
The following packages are available. The package selected by Client is specified in Schedule A:
- AI Marketing - Automated outbound email campaigns targeting prospects in Client’s service area. Includes: lead sourcing, email sequence creation, domain provisioning, deliverability management, reply classification, and reporting dashboard.
- AI Receptionist - AI-powered receptionist that answers Client’s business phone line, books appointments, answers service questions, and transfers emergencies. Includes: local phone number, voice AI configuration, knowledge base, scheduling integration, and call analytics.
- Complete Partnership (AI Marketing + AI Receptionist) - Combined package as specified in Schedule A.
A distinct Hosted Commerce Services package, for clients operating a Rivvet-hosted consumer-facing application with subscription, quote-audit, affiliate-commerce, or revenue-share economics, is available only through an Order that incorporates the Hosted Commerce Addendum to this Agreement. That Addendum controls over this Section 2.2 and Sections 7.2, 10.1, 11.1, 11.2, 11.6, and 16.9 solely for such Orders.
2.3 Changes.
Any change to the scope of Services requires a written amendment to Schedule A signed by both Parties.
3. CLIENT OBLIGATIONS
Client shall:
- Provide accurate and complete business information within five (5) business days of the Effective Date via Provider’s intake form.
- Provide legally obtained customer lists and contact data in compliance with all applicable laws, including CAN-SPAM, TCPA, and CCPA.
- Maintain a valid and active scheduling software account compatible with Provider’s integrations for the duration of the Term.
- Respond to escalated leads and calls forwarded by AI Agents within the timeframes specified in Schedule A.
- Designate one authorized contact person with authority to make decisions regarding the Services, approve content, and provide direction to Provider.
- Promptly review AI Agent performance and report any issues, errors, or concerns to Provider in writing.
- Refrain from using the Services, AI Agents, or Platform for any unlawful, deceptive, or fraudulent purpose.
4. ONBOARDING
4.1 Intake.
Client shall complete Provider’s intake form within five (5) business days of executing this Agreement. Failure to complete the intake form within ten (10) business days shall not delay the commencement of billing.
4.2 AI Marketing Provisioning.
Provider shall provision AI Marketing services within twenty-four (24) hours of receiving Client’s completed intake form.
4.3 AI Receptionist Provisioning.
Where Client has selected a package that includes the AI Receptionist, Provider shall provision the AI Receptionist after the AI Marketing system has passed a seven (7)-day stability gate, unless Schedule A specifies otherwise.
4.4 Delays.
Provider shall not be liable for delays in provisioning caused by Client’s failure to provide required information, access, or cooperation.
5. DATA OWNERSHIP & PROCESSING
5.1 Client Data.
As between the Parties, Client owns all Client Data. Provider acts as a data processor and shall process Client Data solely for the purpose of performing the Services.
5.2 Platform Data.
Provider owns all Platform data, including aggregate analytics, de-identified performance benchmarks, AI training data derived from system operation, and usage statistics (collectively, “Platform Data”). Platform Data does not include Client Data in identifiable form.
5.3 Brand License.
Client grants Provider a limited, non-exclusive, non-transferable, revocable license to use Client’s name, logo, and brand assets solely for operating AI Agents on Client’s behalf during the Term.
5.4 Data Return.
Upon termination, Provider shall export Client Data within thirty (30) days of Client’s written request. After that period, Provider may delete Client Data per its standard retention policies.
6. AI AGENT CONDUCT & DISCLOSURE
6.1 AI Disclosure.
AI Agents shall identify themselves as artificial intelligence where required by applicable law. Provider shall implement reasonable measures to ensure compliance with AI disclosure requirements.
6.2 No Guarantee of Accuracy.
CLIENT ACKNOWLEDGES THAT AI AGENTS MAY OCCASIONALLY PRODUCE INACCURATE, INCOMPLETE, OR CONTEXTUALLY INAPPROPRIATE RESPONSES. Provider implements commercially reasonable quality gates but does not guarantee 100% accuracy.
6.3 Client Monitoring.
Client is responsible for reviewing AI Agent performance and promptly reporting any issues. Provider shall use commercially reasonable efforts to address reported issues within a timeframe appropriate to severity.
6.4 Prohibited Uses.
Client shall not direct AI Agents to make false, misleading, or deceptive representations, or to engage in conduct that would violate applicable law.
7. INTELLECTUAL PROPERTY
7.1 Rivvet IP.
All Rivvet IP is and shall remain the sole and exclusive property of Provider. Nothing in this Agreement transfers any ownership interest in Rivvet IP to Client. All rights not expressly granted herein are reserved by Provider.
7.2 Platform License.
Subject to Client’s compliance with this Agreement, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for Client’s internal business purposes during the Term. For Commerce Orders, this Section 7.2 is superseded by the Hosted Commerce Addendum.
7.3 Restrictions.
Client shall not: (a) reverse engineer, decompile, or attempt to derive the source code or algorithms of the Platform or any AI Agent; (b) copy, modify, or create derivative works of any Rivvet IP; (c) sublicense, sell, or distribute access to the Platform; (d) remove or alter any proprietary notices; or (e) use the Platform to build a competing product or service.
7.4 Feedback.
If Client provides feedback regarding the Platform or Services, Provider shall own all right, title, and interest in such feedback and may use it without restriction or obligation to Client.
8. CONFIDENTIALITY
8.1 Obligations.
Each Party (the “Receiving Party”) shall hold the Confidential Information of the other Party in strict confidence; not disclose it to any third party except to employees, contractors, and advisors bound by equivalent confidentiality obligations; and use it solely for the purposes of this Agreement.
8.2 Exclusions.
Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known prior to disclosure without obligation of confidentiality; (c) is independently developed without use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
8.3 Compelled Disclosure.
If required by law or court order to disclose Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party and cooperate with any efforts to obtain protective treatment.
8.4 Survival.
The obligations of this Section 8 shall survive termination or expiration for a period of three (3) years.
9. SERVICE LEVEL AGREEMENT
9.1 Uptime.
Provider shall use commercially reasonable efforts to maintain Platform availability of 99.5% measured monthly, excluding scheduled maintenance windows, force majeure events, and outages caused by third-party services outside Provider’s reasonable control.
9.2 Email Deliverability.
Email deliverability is best-effort. Provider implements industry-standard practices (domain authentication, warm-up protocols, reputation monitoring) but does not guarantee inbox placement rates.
9.3 AI Receptionist Performance.
Target answer rates specified in Schedule A represent commercially reasonable targets, not guarantees.
9.4 Sole Remedy.
If Provider fails to meet the uptime commitment for two (2) consecutive months, Client’s sole remedy shall be a service credit equal to 5% of the monthly fee per affected month, up to a maximum of 25% of the monthly fee. Credits must be requested in writing within fifteen (15) days of the end of the affected month.
10. FEES & PAYMENT
10.1 Fees.
Client shall pay Provider the fees set forth in Schedule A. No setup fees apply. For Commerce Orders, this Section 10.1 is superseded by the Hosted Commerce Addendum, and fees are as stated in the applicable Order.
10.2 Billing.
Fees are billed monthly in advance on the first (1st) day of each calendar month. The first invoice is due upon execution and is non-refundable.
10.3 Payment Terms.
All invoices are due within fifteen (15) days of the invoice date (Net 15). Client shall pay all fees without setoff, deduction, or counterclaim.
10.4 Late Payment.
Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full.
10.5 Suspension.
If any amount remains overdue for more than fifteen (15) days, Provider may, upon five (5) business days’ written notice, suspend all Services until the outstanding balance is paid in full.
10.6 Taxes.
All fees exclude applicable taxes. Client is responsible for all such taxes, excluding taxes based on Provider’s income.
11. TERM & TERMINATION
11.1 Initial Term.
This Agreement commences on the Effective Date and continues for an initial term of twelve (12) months. For Commerce Orders, this Section 11.1 is superseded by the Hosted Commerce Addendum.
11.2 Renewal.
Upon expiration of the Initial Term, this Agreement automatically renews for successive twelve (12)-month periods unless either Party provides written notice of non-renewal at least sixty (60) days prior to expiration of the then-current term. For Commerce Orders, this Section 11.2 is superseded by the Hosted Commerce Addendum.
11.3 Trial Period; No-Fee Cancellation.
30-DAY TRIAL PERIOD - CANCEL FOR ANY REASON, NO FEE. During the first thirty (30) calendar days following the Effective Date, Client may cancel this Agreement for any reason by delivering written notice to Provider at the notice address stated in the applicable Order. No Early Termination Fee applies to cancellations within the Trial Period. The first monthly invoice, due upon execution, is non-refundable. On Day 31, the full annual commitment and Early Termination Fee provisions apply automatically.
During the Trial Period, Client may terminate this Agreement for any reason by delivering written notice to Provider's notice address. Such notice is effective upon Provider’s email confirmation of receipt. The Trial Period cancellation right expires automatically at 11:59 PM MT on Day 30; no notice submitted after that deadline qualifies for the no-fee termination right under this Section. Upon a valid Trial Period cancellation: (a) all Services will be deactivated within one (1) business day; (b) no Early Termination Fee applies; and (c) any accrued unpaid amounts remain due.
11.4 Termination by Provider.
Provider may terminate immediately upon written notice if: (a) Client commits a material breach that is incurable or not cured within fifteen (15) days of notice; (b) any payment remains overdue for more than thirty (30) days; or (c) Client uses the Platform in violation of applicable law or this Agreement.
11.5 Termination by Client for Cause.
Client may terminate upon thirty (30) days’ written notice if Provider commits a material breach and fails to cure within thirty (30) days of written notice specifying the breach in reasonable detail.
11.6 Early Termination Fee.
If Client terminates after the Trial Period and prior to expiration of the then-current term for any reason other than Provider’s uncured material breach, Client shall pay an early termination fee equal to fifty percent (50%) of the monthly fee multiplied by the number of months remaining in the then-current term. The Early Termination Fee is due within fifteen (15) days of the effective date of termination. For Commerce Orders, this Section 11.6 is superseded by the Hosted Commerce Addendum and the applicable Order.
11.7 Effect of Termination.
Upon termination or expiration: (a) all licenses immediately terminate; (b) Client shall cease all use of the Platform; (c) each Party shall return or destroy the other’s Confidential Information; and (d) Sections 1, 5.2, 7.1, 8, 10 (accrued obligations), 11.6, 12, 13, 14, and 15 survive.
12. LIMITATION OF LIABILITY
12.1 Aggregate Cap.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.2 Exclusion of Damages.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY.
12.3 Exceptions.
The limitations in Sections 12.1 and 12.2 shall not apply to: (a) indemnification obligations under Section 13; (b) willful misconduct or fraud; or (c) breach of confidentiality obligations under Section 8.
13. INDEMNIFICATION
13.1 Client Indemnification.
Client shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against all third-party claims arising out of or relating to: (a) Client Data, including claims under CAN-SPAM, TCPA, CCPA, or other data protection laws; (b) Client’s business practices, products, or services; (c) inaccurate, misleading, or incomplete information provided by Client; or (d) Client’s breach of this Agreement.
13.2 Provider Indemnification.
Provider shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against all third-party claims arising out of or relating to: (a) Provider’s willful misconduct or gross negligence in the operation of the Platform; or (b) any claim that the Platform infringes or misappropriates a third party’s intellectual property rights.
13.3 Procedure.
The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of any claim; (b) grant the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying Party’s expense.
14. REPRESENTATIONS & WARRANTIES
14.1 Mutual Warranties.
Each Party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) execution does not conflict with any other agreement to which it is a party; and (c) it shall comply with all applicable laws.
14.2 Provider Warranties.
Provider represents and warrants that: (a) the Platform will perform materially in accordance with the documentation provided to Client; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) Provider has the right to grant the licenses contemplated herein.
14.3 Client Warranties.
Client represents and warrants that: (a) all customer lists and contact data are legally obtained and Client has all necessary consents to provide such data to Provider; (b) all business information provided by Client is accurate and complete; and (c) Client’s use of the Services will comply with all applicable laws.
14.4 Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
15. COMPLIANCE
15.1 General.
Both Parties shall comply with all applicable federal, state, and local laws, including CAN-SPAM, TCPA, CCPA, and any applicable AI disclosure laws.
15.2 Provider Safeguards.
Provider shall implement and maintain commercially reasonable technical safeguards, including: (a) opt-out and unsubscribe processing; (b) calling-hour restrictions in compliance with TCPA; (c) Do-Not-Call list checking; and (d) reasonable data security measures.
15.3 Client Consent Obligations.
Client is solely responsible for obtaining all required consents from its customers prior to providing their data to Provider. Client shall maintain records of all such consents and make them available to Provider upon request.
16. GENERAL PROVISIONS
16.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-laws principles.
16.2 Dispute Resolution.
Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Salt Lake County, Utah, by a single arbitrator. The arbitrator’s decision shall be final and binding. The prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.
16.3 Entire Agreement.
This Agreement, together with the applicable Order and all Schedules, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and communications.
16.4 Amendment.
This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties, or, with respect to Commerce Orders only, by the Hosted Commerce Addendum as it may be updated per its own terms.
16.5 Severability.
If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16.6 Force Majeure.
Neither Party shall be liable for any failure or delay resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government actions, power failures, or internet outages.
16.7 Waiver.
No waiver shall be effective unless in writing and signed by the waiving Party.
16.8 Assignment.
Client may not assign this Agreement without Provider’s prior written consent. Provider may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
16.9 Notices.
All notices shall be in writing and deemed given when: (a) delivered personally; (b) sent by email with confirmation of receipt; or (c) one (1) business day after deposit with a nationally recognized overnight courier. Notices to Provider shall be sent to the notice address stated in the applicable Order. Notices to Client shall be sent to the email address stated in the applicable Order. For Commerce Orders, this Section 16.9 is superseded by the Hosted Commerce Addendum.
16.10 Independent Contractor.
Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.
16.11 Counterparts.
This Agreement may be executed in counterparts, each deemed an original. Electronic signatures shall be deemed original signatures for all purposes.
IN WITNESS WHEREOF, the Parties have executed the applicable Order incorporating this Agreement as of the Effective Date stated in that Order.
Signature blocks appear on the Order. This Agreement is not separately signed.