AIMRRA Technologies & Innovations L.L.C

Artificial Intelligence (AI) Agent Service Agreement

This Artificial Intelligence (AI) Agent Service Agreement ("Agreement") is entered into on [Date], by and between AIMRRA Technologies & Innovations L.L.C. ("Provider") ______________("Client").

1. Purpose

The purpose of this Agreement is for AIMRRA Technologies & Innovations L.L.C. to design, configure, deploy, and monitor Artificial Intelligence (AI) agents for the Client’s business operations.

2. Services Provided

AIMRRA Technologies & Innovations will provide the following services:
- Setup and configuration of AI Agents for business use
- Creation and customization of AI Agents based on Client needs
- Integration with communication systems when applicable
- Monitoring and maintenance of AI Agents
- Ongoing performance optimization
- Provision of a dedicated local phone number that can be used by the AI agents for communication purposes.

3. Client Responsibilities

The Client agrees to provide:
- A clear business script or outline describing what the AI Agents should say or how they should interact with customers.
- Any additional information necessary to properly configure the AI Agents.
- Timely feedback during setup and testing phases.

4. Setup and Pricing

The Client agrees to the following fees:
- AI Agent Setup Fee: $__________(one-time payment)
- Monthly AI Monitoring & Maintenance Fee: $________ per month

The setup fee covers system configuration, AI agent creation, initial testing, and deployment. AIMRRA Technologies & Innovations anticipates that full implementation and setup will be completed within approximately fourteen (14) to sixteen (16) business days, subject to the timely cooperation and provision of required materials by the Client.

5. Local Phone Number

As part of this Agreement, AIMRRA Technologies & Innovations will provide a local phone number that will be used for AI communication services if applicable. This number will be configured to operate with the deployed AI agents.

6. Telecommunications and Call Recording Compliance

The Client acknowledges that AI agents deployed under this Agreement may interact with customers, users, or third parties through telephone or voice-based communication systems. The Client is solely responsible for ensuring that its use of AI-driven communications complies with all applicable federal, state, and local laws, including but not limited to telecommunications regulations, consumer protection laws, and call recording or notification requirements. Where required by law, the Client agrees to ensure that proper disclosures or notifications are provided to individuals interacting with the AI system. AIMRRA Technologies & Innovations shall not be responsible for the Client’s failure to comply with applicable telecommunications or recording consent laws. The Client agrees to indemnify and hold harmless AIMRRA Technologies & Innovations from any claims, liabilities, or damages arising from the Client’s use of the AI communication systems.

7. Payment Terms

The setup fee must be paid in full prior to the deployment of the AI system. Monthly monitoring fees will be billed on a recurring monthly basis.

8. Cancellation Policy

Either party may terminate this Agreement by providing a written cancellation notice at least thirty (30) days in advance.

9. Cancellation During Implementation Period

The Client acknowledges that the setup and implementation of AI agents requires significant technical configuration, development time, and resource allocation. If the Client elects to cancel services during the implementation and setup period, which is anticipated to take approximately fourteen (14) to sixteen (16) business days, AIMRRA Technologies & Innovations shall retain seventy-five percent (75%) of the setup fee as compensation for services performed, system configuration, development work, and administrative costs incurred. The remaining twenty-five percent (25%) of the setup fee may be eligible for reimbursement and shall be refunded within thirty (30) business days from the effective date of cancellation. The Client further acknowledges that once implementation has been completed and the AI agents have been deployed, the setup fee shall be considered fully earned and non-refundable.

10. Intellectual Property

All AI models, system architecture, software configurations, and underlying technologies remain the property of AIMRRA Technologies & Innovations L.L.C.

11. Indemnification

 The Client agrees to indemnify, defend, and hold harmless AIMRRA Technologies & Innovations L.L.C., its owners, officers, employees, affiliates, and contractors from and against any and all claims, liabilities, damages, losses, costs, or expenses, including reasonable attorneys’ fees, arising out of or related to the Client’s use of the AI agents, the Client’s business operations, the content or scripts provided by the Client, or the Client’s violation of any applicable law, regulation, or third-party rights. This indemnification obligation shall survive the termination or expiration of this Agreement.

12. Non-Circumvention and Reverse Engineering

The Client acknowledges that the Artificial Intelligence agents, system architecture, configurations, workflows, and related technologies developed or deployed by AIMRRA Technologies & Innovations constitute proprietary technology and intellectual property. The Client agrees not to copy, reproduce, modify, reverse engineer, decompile, replicate, or otherwise attempt to derive the underlying structure, logic, or functionality of the AI agents or associated systems provided under this Agreement. The Client further agrees not to circumvent AIMRRA Technologies & Innovations by using the knowledge, configurations, scripts, or system structures developed through this engagement to create, develop, or obtain similar AI systems from third parties. Any unauthorized use, replication, or circumvention of AIMRRA Technologies & Innovations’ proprietary technology shall constitute a material breach of this Agreement and may result in termination of services and legal action.

13. Force Majeure

AIMRRA Technologies & Innovations shall not be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond its reasonable control. Such circumstances may include, but are not limited to, acts of God, natural disasters, power outages, internet or telecommunications failures, cyberattacks, labor disputes, government actions, or failures of third-party service providers. In such events, performance obligations shall be suspended for the duration of the force majeure event, and AIMRRA Technologies & Innovations shall make reasonable efforts to resume services as soon as practicable.

14. Limitation of Liability

AI systems are automated technologies and may not always produce perfect responses. AIMRRA Technologies & Innovations is not responsible for decisions made by the Client based solely on AI outputs.

15. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the matter through good faith negotiations. If the dispute cannot be resolved through negotiation, the Parties agree that the matter shall be submitted to binding arbitration in the State of New York in accordance with the rules of the American Arbitration Association. Each Party shall bear its own legal fees and costs unless otherwise determined by the arbitrator. The decision of the arbitrator shall be final and binding on both Parties.

16. Governing Law

This Agreement shall be governed by the laws of the State of New York.

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