Master Services Agreement

Home / Legal / Master Services Agreement

This Agreement is entered into between NexTech Advisors, LLC, a Utah limited liability company doing business as Rivvet AI, with its principal place of business in the State of Utah (“Provider” or “Rivvet”), and the client identified in the applicable Order (“Client”). Provider and Client are each a “Party” and together the “Parties.”

Recitals. Provider operates a proprietary, AI-powered technology platform that delivers configurable AI employees, hosted applications and commerce surfaces, operator consoles, AI workflows, and related services to businesses across multiple verticals. Client wishes to engage Provider for one or more of those services as described in an Order. In consideration of the mutual covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. Definitions

“AI Agents” means the artificial-intelligence-powered software processes Provider deploys on Client’s behalf, which may be configured as one or more AI employees (for example, receptionist, marketing, scheduling, intake, follow-up, content, and similar roles), together with the voice, messaging, chat, email, and workflow components that operate them. AI Agents are software, not employees, agents, or contractors of either Party.

“Order” means any ordering document, service order, partnership order, statement of work, or online order form that references this Agreement and is executed or accepted by both Parties, specifying the Services selected, the fees, and any deal-specific terms. Each Order is governed by this Agreement and the applicable Supplemental Terms.

“Services” means the services described in the applicable Order, which may include AI Agents and AI employees, hosted consumer or business applications and commerce surfaces, operator consoles or growth desks, AI workflows, configuration, hosting, reporting, and related services, in each case delivered through the Platform.

“Platform” means Provider’s proprietary technology infrastructure through which the Services are delivered, including all servers, software, models, prompts, workflows, applications, consoles, dashboards, integrations, and related systems.

“Rivvet IP” means all technology, software, AI models and model configurations, machine-learning systems, prompts and prompt templates, workflows, application code, consoles, dashboards, campaign and content templates, analytics, user interfaces, APIs, documentation, trade secrets, and know-how owned, licensed, or developed by Provider, whether before, during, or after the Term, including all configurations, improvements, and derivative works developed or refined while delivering the Services.

“Client Data” means all data, information, customer and contact records, and materials Client provides to Provider, or that Client’s customers or end users provide through the operation of the Services, in connection with this Agreement.

“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 given its nature and the circumstances of disclosure.

“Supplemental Terms” means the policies and additional terms incorporated by reference into this Agreement and each Order, including the AI Service Addendum at rivvetai.com/legal/ai-addendum, the Acceptable Use Policy at rivvetai.com/legal/aup, and, where applicable, the Data Processing Agreement at rivvetai.com/legal/dpa.

“Trial Period” means a no-fee cancellation period, if and only if an Order expressly provides one, running for the number of days stated in that Order from its effective date. If an Order does not provide a Trial Period, none applies to that Order.

2. Structure of the Agreement; Order of Precedence

This Agreement, each Order, and the Supplemental Terms together form the entire agreement between the Parties for the Services purchased under that Order. If there is a conflict, the documents control in the following order, but only as to the specific conflicting term and only to the extent of the conflict: (a) the Order controls for deal-specific commercial terms (such as scope, pricing, fees, billing, term length, service levels, and any negotiated terms); (b) the Data Processing Agreement controls for the processing of personal data; (c) the AI Service Addendum controls for the AI-specific terms within its subject matter; (d) the Acceptable Use Policy controls for permitted and prohibited use; and (e) this MSA controls for all other provisions. A term in an Order that purports to override this MSA applies only to that Order and only if it expressly references the provision it modifies.

3. Services

3.1 Scope.

Provider will deliver the Services described in each Order during the Term. Provider provides and manages the technical infrastructure required to operate the Services. Where AI Agents operate under Client’s brand identity, they do so as Client directs, subject to this Agreement and the Acceptable Use Policy.

3.2 Representative Offerings.

Provider’s offerings include, without limitation: configurable AI employees that handle communications, scheduling, intake, follow-up, marketing, and content for a Client’s business; hosted consumer or business applications and commerce surfaces operated for a Client’s brand; operator consoles and growth desks; and the AI workflows that power them. The specific Services, deliverables, phases, and any service levels for a given engagement are stated in the applicable Order. Listing an offering here does not entitle Client to it unless it is purchased in an Order.

3.3 Changes.

Any change to the scope of Services requires a written amendment to the Order or a new Order signed or accepted by both Parties.

3.4 Subcontractors.

Provider may use subcontractors and third-party service providers (including model, hosting, communications, and payment providers) to deliver the Services. Provider remains responsible for their performance under this Agreement. Personal-data subprocessors are addressed in the Data Processing Agreement, and Provider’s current list of subprocessors is available to Client on written request to legal@rivvetai.com.

4. Client Obligations

Client will:

• provide accurate and complete business information promptly, and in any event within the time stated in the applicable Order or, if none, within five (5) business days of the Order’s effective date;
• provide all customer lists, contact data, and other Client Data lawfully and in compliance with applicable law, including CAN-SPAM, the TCPA, the CCPA/CPRA, and other applicable state privacy laws, and obtain and maintain all consents required for Provider to deliver the Services;
• maintain any third-party accounts, integrations, domains, or scheduling or payment tools that the Services require, and maintain the access Provider needs to deliver the Services and to calculate amounts due;
• designate at least one authorized contact with authority to make decisions, approve content, and direct Provider regarding the Services;
• promptly review the performance of the Services and report any issues, errors, or compliance concerns to Provider in writing; and
• use the Services only for Client’s lawful business purposes and in compliance with this Agreement and the Acceptable Use Policy.

5. Fees and Payment

5.1 Fees.

Client will pay the fees stated in each Order. Fees may include one-time implementation or setup fees, recurring platform or subscription fees, usage-based fees, performance or per-booking fees, and revenue-share fees, in each case as set forth in the Order. Implementation and setup fees are non-refundable unless the Order states otherwise.

5.2 Billing and Authorization.

Fees are billed as stated in the Order. Where an Order authorizes automated charging of a payment method on file (for example, by card or ACH through a payment processor), Client authorizes Provider to charge that method for all amounts due under the Order, automatically and without further action, for the Term and any renewal or continuation period, and to measure usage-based or revenue-share fees directly from the connected sources identified in the Order. Client may update the payment method through the billing portal or on prior written notice as stated in the Order.

5.3 Payment Terms.

Unless the Order states otherwise, recurring fees are billed in advance and all invoices are due within fifteen (15) days of the invoice date. Client will pay all fees without setoff, deduction, or counterclaim.

5.4 Late Payment and Suspension.

Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid. If any amount is overdue by more than fifteen (15) days, Provider may, on five (5) business days’ written notice, suspend the Services until the balance is paid in full. Suspension does not relieve Client of its payment obligations.

5.5 Taxes.

All fees exclude applicable taxes. Client is responsible for all sales, use, and similar taxes, excluding taxes based on Provider’s net income.

6. Term and Termination

6.1 Term.

Each Order commences on its effective date and, unless the Order states otherwise, continues for an initial term of twelve (12) months and then renews automatically for successive twelve (12)-month periods, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. This Agreement remains in effect for as long as any Order is in effect.

6.2 Trial Period.

A Trial Period applies only if, and exactly as, the applicable Order provides. Where an Order grants a Trial Period, Client may cancel that Order for any reason by written notice within the Trial Period, no Early Termination Fee applies to that cancellation, and any first or implementation fee remains non-refundable unless the Order states otherwise. If an Order does not grant a Trial Period, no no-fee cancellation right applies.

6.3 Termination for Cause.

Either Party may terminate an Order or this Agreement on written notice if the other Party materially breaches and fails to cure within thirty (30) days after written notice describing the breach in reasonable detail, or immediately if the breach is incurable. Provider may also terminate immediately if any payment is overdue by more than thirty (30) days or if Client uses the Services in violation of law or the Acceptable Use Policy.

6.4 Early Termination Fee.

If Client terminates an Order before the end of its then-current term for any reason other than Provider’s uncured material breach, Client will pay the Early Termination Fee stated in the Order. If the Order does not state one, the Early Termination Fee equals fifty percent (50%) of the recurring fees that would have become due for the remainder of the then-current term, due within fifteen (15) days of termination.

6.5 Effect of Termination.

On termination or expiration of an Order: (a) the licenses granted for that Order end; (b) Client will stop using the affected Services and Platform; (c) Provider will, on Client’s written request made within thirty (30) days, export Client Data in a commercially reasonable format, after which Provider may delete it subject to the Data Processing Agreement and applicable law; and (d) any provision that by its nature should survive (including Sections 1, 5 for accrued amounts, 7, 8, 9, 11, 12, 13, and 14) survives.

7. Data Ownership and Privacy

7.1 Client Data.

As between the Parties, Client owns all Client Data. Provider processes Client Data solely to provide the Services and as permitted by this Agreement and the Data Processing Agreement. Provider acts as a service provider and processor, and Client is the controller, with respect to personal information within Client Data.

7.2 Privacy and the DPA.

Provider’s processing of personal information is governed by the Data Processing Agreement at rivvetai.com/legal/dpa and by applicable privacy laws, including the CCPA/CPRA and other applicable U.S. state privacy laws. Provider will not sell Client Data, will not use it for its own marketing, and will not use identifiable Client Data to train AI models other than as needed to deliver the Services to Client.

7.3 Platform Data.

Provider owns all Platform Data, meaning aggregate analytics, de-identified performance benchmarks, system and usage statistics, and operational data derived from delivering the Services, in each case in a form that does not identify Client or any individual. Platform Data does not include Client Data in identifiable form.

7.4 Brand License.

Client grants Provider a limited, non-exclusive, non-transferable, revocable license to use Client’s name, logo, and brand assets solely to operate and deliver the Services on Client’s behalf during the Term.

8. AI Services

8.1 AI Service Addendum.

The AI Service Addendum at rivvetai.com/legal/ai-addendum is incorporated into this Agreement and each Order. It governs the AI-specific nature, disclosures, limitations, and risk allocation of the Services.

8.2 No Guarantee of Accuracy.

CLIENT ACKNOWLEDGES THAT AI SYSTEMS HAVE INHERENT LIMITATIONS AND MAY PRODUCE RESPONSES, DIAGNOSES, PRICE RANGES, AUDITS, OR OTHER OUTPUTS THAT ARE INACCURATE, INCOMPLETE, OR CONTEXTUALLY INAPPROPRIATE. PROVIDER IMPLEMENTS COMMERCIALLY REASONABLE QUALITY MEASURES BUT DOES NOT WARRANT THAT ANY OUTPUT WILL BE ACCURATE, ERROR-FREE, OR FIT FOR A PARTICULAR PURPOSE. AI OUTPUTS ARE NOT PROFESSIONAL, LEGAL, MEDICAL, ENGINEERING, OR SAFETY ADVICE.

8.3 AI Disclosure.

Provider implements reasonable measures for AI Agents to identify themselves as artificial intelligence where required by law. Client is responsible for ensuring that the use of the Services, and any consumer-facing disclosures and human-review paths, comply with the AI-disclosure and other laws applicable to Client’s business and jurisdictions, as further described in the AI Service Addendum.

8.4 Client Monitoring.

Client is responsible for reviewing the performance and outputs of the Services and promptly reporting issues. Provider is not liable for errors or compliance failures that Client failed to report within a reasonable time after Client knew or should have known of them.

9. Intellectual Property

9.1 Rivvet IP.

All Rivvet IP is and remains the sole and exclusive property of Provider. Nothing in this Agreement or any Order transfers any ownership interest in Rivvet IP to Client. All rights not expressly granted are reserved.

9.2 License to Client.

Subject to Client’s compliance with this Agreement and payment of fees, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Platform during the Term solely for Client’s own business. This license ends on termination.

9.3 Client-Owned Content.

Client owns its brand, trade names, domains, its customer and end-user relationships and data, its own accounts, and the brand-specific deliverable content Provider produces for Client under an Order (such as copy, posts, images, and brand assets). On full payment for an Order, Provider assigns to Client its rights in that brand-specific deliverable content, excluding any Rivvet IP, AI workflow, model, prompt, or reusable template embedded in or used to generate it, which remain Provider property and are licensed to Client only as part of the Services.

9.4 Restrictions.

Client will not: (a) reverse engineer, decompile, or attempt to derive the source code, models, or algorithms of the Platform or any AI Agent; (b) copy, modify, or create derivative works of any Rivvet IP; (c) sublicense, sell, resell, or distribute access to the Platform; (d) remove or alter any proprietary notices; or (e) use the Platform or any output to build or train a competing product or service.

9.5 Feedback.

If Client provides feedback or suggestions about the Services, Provider owns all right, title, and interest in that feedback and may use it without restriction or obligation to Client.

10. Confidentiality

Each Party (the “Receiving Party”) will hold the other Party’s Confidential Information in strict confidence, will not disclose it except to its personnel, contractors, and advisors who are bound by equivalent obligations and have a need to know, and will use it solely for purposes of this Agreement. Confidential Information excludes information that: (a) is or becomes public through no fault of the Receiving Party; (b) was known without obligation of confidence before disclosure; (c) is independently developed without use of the disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction. If compelled by law to disclose, the Receiving Party will give prompt notice (where lawful) and cooperate with efforts to obtain protective treatment. These obligations survive termination for three (3) years, and indefinitely for trade secrets.

11. Service Levels

Where an Order specifies service levels (such as uptime, answer rates, or response times), those targets represent commercially reasonable targets, not guarantees, and the Order states the sole remedy for any shortfall (typically a service credit). Email and message deliverability and third-party platform availability are best-effort and depend on factors outside Provider’s control. If an Order specifies no service levels, the Services are provided on a commercially reasonable basis without a service-level commitment.

12. Representations, Warranties, and Disclaimer

12.1 Mutual.

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that doing so does not conflict with any other agreement binding it, and that it will comply with applicable law.

12.2 Provider.

Provider represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards and that it has the right to grant the licenses in this Agreement.

12.3 Client.

Client represents and warrants that all Client Data is lawfully obtained and that Client has all consents needed to provide it and to have the Services operate on it, that all business information it provides is accurate, and that its use of the Services complies with applicable law.

12.4 Disclaimer.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

13. Limitation of Liability

13.1 Cap.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS AN ORDER STATES A DIFFERENT CAP, PROVIDER’S TOTAL AGGREGATE LIABILITY UNDER AN ORDER WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THAT ORDER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

13.2 Exclusion of Damages.

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.

13.3 Exceptions.

The cap and the exclusion of damages do not apply to: (a) Client’s payment obligations; (b) Client’s indemnification obligations under Section 14, which are uncapped; (c) either Party’s breach of confidentiality; (d) a Party’s fraud or willful misconduct; or (e) Provider’s indemnification obligation for third-party intellectual-property infringement under Section 14.2.

14. Indemnification

14.1 By Client.

Client will defend, indemnify, and hold harmless Provider and its members, officers, directors, employees, and agents from any third-party claim, loss, liability, penalty, or expense (including reasonable attorneys’ fees) arising out of: (a) Client Data and the consents, disclosures, and notices required for it, including claims under CAN-SPAM, the TCPA, the CCPA/CPRA and other state privacy laws, and FTC rules; (b) the outputs, diagnoses, price ranges, guidance, or audits delivered to Client’s customers or end users through the Services as configured or used by Client; (c) Client’s products, services, marketing, affiliate, and disclosure practices; (d) any referral, marketplace, or transaction Client facilitates using the Services; and (e) Client’s breach of this Agreement or an Order. This indemnity is uncapped and survives termination.

14.2 By Provider.

Provider will defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from any third-party claim arising out of: (a) Provider’s willful misconduct or gross negligence in operating the Platform; or (b) a claim that the Platform, as provided by Provider and used in accordance with this Agreement, infringes or misappropriates a third party’s intellectual-property rights. Provider has no obligation for any claim arising from Client Data, Client’s configurations or instructions, Client’s combination of the Services with anything not provided by Provider, or use of the Services in violation of this Agreement.

14.3 Procedure.

The indemnified Party will promptly notify the indemnifying Party of the claim, give the indemnifying Party sole control of the defense and settlement (provided no settlement imposes a non-indemnified obligation on the indemnified Party without its consent), and provide reasonable cooperation at the indemnifying Party’s expense.

15. Compliance

Both Parties will comply with applicable federal, state, and local laws, including CAN-SPAM, the TCPA, the CCPA/CPRA and other applicable state privacy laws, FTC rules, and applicable AI-disclosure laws. Provider maintains commercially reasonable safeguards, which may include opt-out and unsubscribe processing, calling-hour and Do-Not-Call handling where applicable, and reasonable data-security measures. Client is solely responsible for obtaining and maintaining all consumer and end-user consents required before providing Client Data to Provider or operating the Services, for posting all required consumer-facing legal terms and disclosures, and for jurisdiction-specific compliance for Client’s business.

16. General Provisions

16.1 Governing Law and Dispute Resolution.

This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-law principles. Any dispute not resolved within thirty (30) days of written notice will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Salt Lake County, Utah. The prevailing Party is entitled to its reasonable attorneys’ fees and costs. Either Party may seek injunctive relief in a court of competent jurisdiction for intellectual-property infringement or unauthorized access.

16.2 Assignment; Reorganization.

Client may not assign this Agreement or any Order without Provider’s prior written consent, not to be unreasonably withheld. Provider may assign this Agreement and any Order, in whole or in part, without Client’s consent, to an affiliate or to a successor in connection with a merger, acquisition, reorganization, entity conversion, or sale of all or substantially all of its assets, including the conversion or reorganization of NexTech Advisors, LLC into a successor corporate entity, provided the successor assumes Provider’s obligations. This Agreement binds and benefits the Parties and their permitted successors and assigns.

16.3 Updates to this Agreement.

Provider may update this Agreement from time to time by posting a new version at rivvetai.com/legal/msa with a new effective date. The version in effect when an Order is executed governs that Order for its then-current term; updates apply to that Order on its next renewal and to Orders executed after the update. Provider will use reasonable efforts to notify Client of material changes.

16.4 Entire Agreement; Amendment.

This Agreement, the Orders, and the Supplemental Terms are the entire agreement between the Parties and supersede all prior proposals, term sheets, marketing materials, and oral representations. A negotiated amendment to an Order is valid only if in writing and signed or accepted by both Parties.

16.5 Force Majeure.

Neither Party is liable for any delay or failure caused by events beyond its reasonable control, including platform, payment-processor, or model-provider outages, internet infrastructure failures, natural disasters, pandemic, war, terrorism, or government actions, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume.

16.6 Notices.

Notices must be in writing and are effective on confirmed delivery, sent by email with confirmation of receipt or by recognized overnight courier to the addresses in the applicable Order. Notices to Provider: legal@rivvetai.com, NexTech Advisors, LLC d/b/a Rivvet AI, Salt Lake City, UT. Either Party may update its notice address on five (5) business days’ written notice.

16.7 Independent Contractor.

Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship, and except as expressly stated, no revenue share, equity, or ownership interest in either Party.

16.8 Miscellaneous.

If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, and the rest remains in effect. No waiver is effective unless in writing. This Agreement may be executed and Orders accepted in counterparts and by electronic signature or electronic acceptance, each of which is an original.

Acceptance.

Client accepts this Agreement by executing an Order that references it or by accessing or using the Services. The signature block in the applicable Order serves as the signature for this Agreement. No separate signature page is required.