Software as a Service (SaaS) Agreement
Last Updated: October 30, 2025
This Software as a Service Agreement ("Agreement") is entered into between Serv AI LLC ("Provider"), a California limited liability company, and the subscribing customer ("Customer"). Provider and Customer may be referred to collectively as the "Parties". This Agreement governs Customer's access to and use of Provider's Application.
Subject to Customer's compliance with this Agreement, Provider grants Customer a non-exclusive, non-transferable, limited right to access and use the Serv AI Voice AI platform and all related modules ("Application") during the Term, solely for Customer's internal business operations.
Customer is responsible for all acts and omissions of its employees, contractors, or agents who are authorized to use the Application ("Authorized Users"). Customer shall ensure Authorized Users comply with all terms of this Agreement.
Customer shall not, and shall not permit any third party to:
Provider reserves the right to immediately suspend Customer's (and all Authorized Users') access to the Application if:
Provider will provide standard technical support for the Application to Customer via email during Provider's normal business hours. Provider has no obligation to provide on-site, dedicated, or 24/7 support.
Customer shall pay Provider the monthly subscription fees specified in the applicable Order Form, which cover access to the Application, hosting, and maintenance.
All fees are billed monthly in advance and are due within seven (7) days of the invoice date. All fees, once paid, are non-refundable under any circumstances. Any undisputed fees not paid by the due date shall be subject to a late charge of the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the due date until the date paid.
Customer shall be responsible for all costs and expenses, including reasonable attorneys' fees, incurred by Provider in collecting any past due amounts owed by Customer.
Fees are exclusive of all taxes. Customer is responsible for all sales, use, and other applicable taxes, excluding only taxes based on Provider's net income.
Provider may, at its discretion, offer a fourteen (14)-day free trial. Customers subscribing without a free trial are eligible for a one-time, full refund if cancellation is requested in writing within fourteen (14) days of activation.
This Agreement begins on the Effective Date and will continue on a month-to-month basis unless terminated earlier as provided herein.
Either Party may terminate this Agreement for any reason by providing the other Party with at least thirty (30) days' prior written notice.
Either Party may terminate this Agreement upon fifteen (15) days' written notice if the other Party materially breaches this Agreement and fails to cure such breach within that 15-day period.
Upon termination, all rights granted to Customer to use the Application cease immediately. Customer shall discontinue all access. No refunds shall be issued for any prepaid or unused fees.
Customer retains all rights, title, and interest in all data input by Customer or its Authorized Users into the Application ("Customer Data").
Customer hereby grants Provider a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and create derivative works from all Customer Data and all other data related to Customer's use of the Application ("User Data") to train, develop, improve, and provide Provider's AI models and the Application. This right and license shall survive the termination or expiration of this Agreement. Provider may also use anonymized and aggregated data derived from Customer Data for analytics, product improvements, and industry reporting.
Customer acknowledges that Provider may work with third-party vendors to help power and enhance the Application. Customer acknowledges that Provider has no control over and shall not be liable for the acts or omissions of any third-party vendor, nor for how such vendors may use Customer Data. Customer's use of the Application constitutes consent to such data sharing.
Customer shall have access to the Application and Customer Data until the termination effective date, which is thirty (30) days from the date of the written notice of termination. Provider does not offer a bulk data export function. All reports are emailed to Customer's designated address at the time of creation. Customer is solely responsible for re-emailing or individually downloading such reports prior to the termination effective date. Thirty (30) days following termination, all Customer Data will be permanently deleted from Provider's systems. Data used for AI training purposes may be retained as part of Provider's AI model's knowledge base. Provider will ensure retention of any such data complies with applicable laws.
Customer's access to the Application is subject to Provider's Privacy Policy, which is incorporated herein by reference.
Customer represents and warrants that it has obtained all necessary rights, consents, and permissions from its Authorized Users and any other third parties (including its own customers) to: (a) provide their data (including personal information) to Provider; and (b) permit Provider to use, process, and store such data as described in this Agreement and the Privacy Policy (including for AI training). Customer is solely responsible for ensuring its Authorized Users read and agree to the Provider's Privacy Policy.
Provider will use commercially reasonable administrative, physical, and technical safeguards to secure Customer Data. Customer acknowledges that no security system is impenetrable and agrees that Provider shall not be liable for any unauthorized access or data breach that occurs despite such safeguards.
Each Party (the "Receiving Party") shall protect the non-public information of the other Party (the "Disclosing Party") marked as confidential or that reasonably should be understood to be confidential, including trade secrets, software, and business plans ("Confidential Information"). The Receiving Party shall use the same degree of care as it uses for its own confidential information (but no less than reasonable care) and shall not disclose or use such information except as necessary to perform its obligations under this Agreement.
As between the Parties, Provider owns all right, title, and interest in and to the Application, the Services, and all underlying software, technology, documentation, and know-how. No rights are granted other than as expressly set forth herein.
If Customer or its Authorized Users provide any suggestions, ideas, or feedback to Provider ("Feedback"), Customer hereby grants Provider a worldwide, perpetual, irrevocable, royalty-free license to use, incorporate, and commercially exploit such Feedback in any manner.
Customer hereby grants Provider a non-exclusive, worldwide, royalty-free license to use Customer's name, trademarks, and logos in Provider's marketing materials, customer lists, and website, solely for the purpose of identifying Customer as a customer of Provider.
Provider will defend Customer against any third-party claim alleging that the Application, as provided by Provider, infringes a third party's U.S. patent, copyright, or trademark. Provider's duty to indemnify is contingent upon Customer providing prompt written notice of the claim and reasonable cooperation. Provider shall have no indemnity obligation for any claim arising from: (a) Customer Data; (b) Customer's or an Authorized User's breach of this Agreement; (c) use of the Application in combination with any data, software, or hardware not provided by Provider; or (d) any modifications to the Application not made by Provider. THIS SECTION 7.1 STATES PROVIDER'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR ANY IP INFRINGEMENT CLAIMS.
Customer will defend, indemnify, and hold harmless Provider and its officers, directors, and employees against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to:
THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE". PROVIDER DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
PROVIDER DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUTS FROM THE APPLICATION, INCLUDING ALL VOICE-TO-TEXT TRANSCRIPTIONS, AI-BASED ESTIMATES, AND PROFESSIONAL SUMMARIES. CUSTOMER ACKNOWLEDGES THAT SUCH OUTPUTS ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR CUSTOMER'S PROFESSIONAL JUDGMENT. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND RELYING ON ALL OUTPUTS. PROVIDER DOES NOT ENDORSE OR GUARANTEE THE QUALIFICATIONS OR PERFORMANCE OF ANY TRADESPERSON OR TECHNICIAN USING THE APPLICATION.
IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA, ARISING FROM THIS AGREEMENT.
PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000.00).
This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws principles. The Parties agree that the exclusive jurisdiction and venue for any dispute not subject to arbitration shall be the state and federal courts located in San Francisco County, California, and each Party hereby consents to such jurisdiction.
Customer may not assign or transfer this Agreement without Provider's prior written consent. Provider may assign this Agreement without consent in connection with a merger, acquisition, or sale of some or all of its assets.
This Agreement, including any Order Forms, constitutes the entire agreement between the Parties and supersedes all prior understandings.
Provider reserves the right to amend this Agreement by providing written notice or by posting the amended terms to the Application. Customer's continued use of the Application after such notice constitutes acceptance of the amendments.
Neither Party shall be liable for delays caused by events beyond its reasonable control, such as acts of God, war, or natural disaster.
All notices shall be in writing and sent to the email addresses listed in the signature section or as updated by the Parties.
This Agreement does not confer any rights or benefits on any person other than the Parties.
All disputes arising from or related to this Agreement shall be resolved exclusively by final and binding arbitration administered by JAMS in Los Angeles, California, in accordance with its "Streamlined Arbitration Rules and Procedures." The arbitration shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW: (A) ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING FROM THIS AGREEMENT; AND (B) ANY RIGHT TO ASSERT OR PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY CLAIMS.
Contact Information:
Serv AI LLC
2261 Market Street STE 22557
San Francisco, CA 94114
Email: legal@goserv.ai