Master Services Agreement

This Master Services Agreement (this "Agreement") is between Executops LLC, a South Carolina limited liability company doing business as xop.ai, with a mailing address of PO Box 14114, Myrtle Beach, SC 29587 ("Provider", "we"), and the customer identified on an Order Form ("Customer", "you"). Customer accepts this Agreement by executing or accepting an Order Form that references it, or by using the Service. This Agreement is effective as of the date of that first Order Form or first use, whichever is earlier (the "Effective Date").

1. Definitions

"Service" means Provider's hosted, subscription software products identified on an Order Form (including, as of the Last Updated date, Assist-X, Assist-X Mobile, Voice-X, XOP Command, and Agent-X), together with associated support. "Order Form" means a proposal, order form, or statement of work signed or accepted by both parties that references this Agreement. "Customer Data" means data submitted to the Service by or for Customer, including data retrieved from Customer Systems and call recordings and their transcripts. "Customer Systems" means Customer's third-party systems that Customer connects to the Service (for example a PSA such as ConnectWise Manage, documentation platforms such as IT Glue, Hudu, or SharePoint, and Microsoft 365 including Microsoft Entra). "End Client" means a customer of Customer to whom Customer resells or provides the Service (or white-labeled portions of it, including the Agent-X end-user application). "Users" means individuals authorized by Customer to use the Service, including Customer's engineers and managers and, for end-user applications, End Client personnel.

2. The Service

1. Provision. Provider will make the Service available to Customer during each Subscription Term in accordance with this Agreement and the applicable Order Form. The Service is provided on a subscription basis; nothing in this Agreement transfers any software license other than the limited rights expressly granted here.
2. Subscriptions. Subscriptions are licensed as stated on the Order Form (for example, per engineer, with a stated included capacity). Customer may add subscriptions during a Subscription Term at the per-unit rate on the Order Form.
3. Support. Support is available at support@xop.ai during Provider's published support hours.
4. Availability. Provider will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding planned maintenance (noticed in advance where practicable). Customer acknowledges that the availability and functioning of the Service depend on services outside Provider's control, including services in Customer's own environment (such as Microsoft Entra single sign-on, Customer's PSA, and documentation platforms such as IT Glue or Hudu) and Provider's own service providers and AI vendors (including Anthropic, OpenAI, and Groq), and that the Service may be limited or unavailable while any such dependency is impaired.
5. Changes. Provider may enhance or modify the Service, and will not materially degrade its core functionality during a Subscription Term.
6. Beta features. Features identified as beta, preview, or early access are provided as-is, may change or be withdrawn, are excluded from any availability commitments, and are used at Customer's option and risk.

3. Customer responsibilities

1. Accounts and access. Customer is responsible for its Users, for the accuracy of the information it provides, and for all activity under its accounts. Customer will use reasonable means to protect credentials and will notify Provider promptly of any suspected unauthorized use.
2. Customer Systems. The Service operates by connecting to Customer Systems with access Customer configures (for example PSA API members, documentation platform keys, and Microsoft Entra consent). Customer represents that it is authorized to grant that access, and acknowledges that Provider does not control Customer Systems or their vendors.
3. Recording consents. Portions of the Service record, transcribe, and analyze voice calls. Customer is solely responsible for ensuring that all recording, monitoring, notice, and consent requirements under applicable law are satisfied for every recorded interaction, including any consent required from Customer's personnel and End Clients and their end users, in every applicable jurisdiction.
4. End-user applications; policies. Use of Provider's end-user applications (including Agent-X and any chat, assistant, or AI feature exposed to End Client personnel) is subject to Provider's End-User Terms of Use at https://xop.ai/terms, which are an acceptable-use notice and do not create a contract between Provider and any end user or modify this Agreement. Provider's Privacy Policy at https://xop.ai/privacy describes Provider's privacy practices. Customer will make its End Clients aware of these policies where the Service is deployed to them.
5. Acceptable use. Customer will not: (a) use the Service to violate law or third-party rights; (b) attempt to access another customer's data; (c) reverse engineer, copy, or create derivative works of the Service except as permitted by law; (d) resell the Service except as permitted in Section 4; (e) use the Service to develop a competing product; or (f) probe or test the vulnerability of the Service without Provider's prior written consent.

4. Resale and white-label (MSP terms)

1. Resale right. Customer may make the Service (including white-labeled components such as the Agent-X end-user application) available to its End Clients as part of Customer's own managed services, under Customer's own branding and pricing, during the Subscription Term.
2. Customer remains responsible. Customer's agreement is with Provider; End Clients are not parties to or third-party beneficiaries of this Agreement. Customer is responsible for its End Clients' use of the Service as if it were Customer's own, for its own agreements with End Clients, and for all support relationships with End Clients (Provider supports Customer; Customer supports End Clients).
3. Capability configuration. Where the Service allows Customer to configure what automated actions may run in an End Client environment and what approvals gate them, those configurations are Customer's decisions, and Customer is responsible for them.

5. Fees and payment

1. Fees. Customer will pay the fees stated on each Order Form. Recurring fees are billed monthly in advance unless the Order Form says otherwise; one-time fees are billed per the Order Form's payment schedule.
2. Usage allocations. Where an Order Form states an included usage allocation (for example transcription hours or included calls), usage beyond the allocation does not interrupt the Service; Provider bills overage or add-on blocks at the rates stated on the Order Form.
3. Payment; late amounts. Amounts are due net 15 days from invoice, in U.S. dollars. Undisputed amounts more than 30 days past due may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Provider may suspend the Service for continued nonpayment after 10 days' written notice.
4. Taxes. Fees exclude taxes; Customer is responsible for applicable taxes other than taxes on Provider's income.
5. Renewal pricing. Provider may adjust rates effective at renewal with at least 60 days' prior notice.
6. Billing contact. Billing and contract questions may be directed to accounting@xop.ai.

6. Term and termination

1. Term. This Agreement runs from the Effective Date until all Subscription Terms have expired or been terminated. Each Order Form's subscription term (a "Subscription Term") runs as stated there — including any stated offset between onboarding and licensing start — and renews for successive one-year periods unless either party gives at least 60 days' notice of non-renewal.
2. Termination for cause. Either party may terminate this Agreement or an affected Order Form if the other materially breaches and fails to cure within 30 days of written notice, or upon the other's insolvency.
3. Effect. Upon expiration or termination: Customer's access ends; fees owed for the remainder of a terminated-for-Customer's-convenience Subscription Term remain due (there is no termination for convenience unless an Order Form grants it); and Sections intended to survive (including 7–12 and 14–15) survive.
4. Data on termination. The Service is not the system of record for Customer's operational data (Section 7.1): tickets, notes, time entries, attachments, and documentation created or updated through the Service already reside in Customer Systems and remain there. Accordingly, Provider has no obligation to return Customer Data. Following expiration or termination of the final Subscription Term, Provider will delete Customer Data (including cached ticket data and stored analytics) from its active systems within 60 days, except as retained in routine backups (deleted on backup expiry) or as required by law, and will provide Customer a data destruction letter confirming deletion at the end of the contract term.

7. Customer Data; AI provisions

1. Not the system of record. The Service reads from and writes to Customer Systems; Customer's PSA, documentation platforms, and Microsoft 365 remain the systems of record for Customer's operational data. To operate the Service, Provider may cache ticket data and store AI-generated analytics (including scores, evaluations, and aggregates powering the XOP Command manager applications), in each case encrypted as described in Section 8.
2. Ownership. Customer owns Customer Data. Customer grants Provider a non-exclusive license to host, cache, process, transmit, and display Customer Data solely to provide and support the Service, to prevent or address technical or security issues, and as otherwise instructed by Customer.
3. Outputs. As between the parties, AI-generated output produced by the Service from Customer Data (ticket notes, summaries, replies, analyses) is Customer Data.
4. AI disclaimer. The Service uses artificial intelligence. AI output may be inaccurate or incomplete and is provided to assist, not replace, Customer's professional judgment. Customer is responsible for reviewing AI output before relying on it or sending it to End Clients.
5. No generalized model training. Provider does not use Customer Data to train generalized artificial intelligence models, and contracts with its AI subprocessors on terms that prohibit their use of Customer Data to train their models.
6. Subprocessors. Provider uses third-party subprocessors (including cloud hosting and AI providers such as Anthropic, OpenAI, and Groq) to deliver the Service, remains responsible for their performance, and will maintain a current subprocessor list available on request.
7. Aggregated data. Provider may use data about the operation and use of the Service that does not identify Customer, its Users, or End Clients to operate, benchmark, and improve the Service.

8. Security and compliance

1. Program. Provider maintains a written information security program with administrative, technical, and physical safeguards appropriate to the Service, including encryption of Customer Data (including cached ticket data and stored analytics) in transit and at rest, access controls, logging, and vendor management.
2. Audits. Provider has completed SOC 1 Type 2 and SOC 2 Type 2 examinations and will make its then-current reports available to Customer upon request under confidentiality obligations, at least annually.
3. Payment data. The Service does not accept, store, or transmit payment card data on Provider's systems; any card payments occur through hosted flows of Provider's payment processor.
4. Incidents. Provider will notify Customer without undue delay after becoming aware of a confirmed unauthorized disclosure of Customer Data, and will provide information reasonably available to assist Customer's own obligations.
5. Personal data. To the extent Customer Data includes personal information subject to the California Consumer Privacy Act (as amended by the CPRA), Provider acts as Customer's "service provider": Provider will process such personal information only to provide the Service on Customer's behalf and per Customer's instructions; will not sell or share it; will not retain, use, or disclose it outside the direct business relationship or for any purpose other than the business purposes in this Agreement (or as permitted by law); will apply the same restrictions to its subprocessors; will assist Customer with consumer requests as reasonably needed; and will notify Customer if it determines it can no longer meet these obligations, upon which Customer may take reasonable steps to stop and remediate unauthorized use. To the extent personal data subject to EU or UK data protection law is processed in the future, the parties will execute Provider's data processing addendum, incorporating appropriate transfer mechanisms (including standard contractual clauses), before such processing begins.

9. Confidentiality

Each party will protect the other's non-public information disclosed under this Agreement with at least the care it uses for its own similar information (and no less than reasonable care), use it only to perform under this Agreement, and disclose it only to personnel and advisors bound by comparable obligations. Exclusions: information that is public without breach, independently developed, rightfully received from a third party, or already known. Compelled disclosures are permitted with prompt notice where lawful. Customer Data is Customer's confidential information; the Service and its documentation, pricing, and security reports are Provider's.

10. Intellectual property

Provider and its licensors own the Service, its software, and all related intellectual property, including improvements and modifications. No rights are granted except as expressly stated. If Customer provides feedback, Provider may use it without restriction or obligation. Customer's names, marks, and branding used in white-label configurations remain Customer's.

11. Warranties; disclaimers

Each party warrants that it has the authority to enter into this Agreement. Provider warrants that the Service will perform materially in accordance with its documentation and that support will be performed in a professional and workmanlike manner; Customer's exclusive remedy for breach is re-performance or, if Provider cannot materially cure, termination of the affected Order Form and a pro-rata refund of prepaid unused fees. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE.

12. Indemnification

1. By Provider. Provider will defend Customer against third-party claims alleging that the Service, as provided by Provider and used as permitted, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay resulting damages finally awarded or agreed in settlement. If the Service is enjoined, Provider may procure rights, modify, or replace it, or terminate and refund prepaid unused fees. This section does not apply to claims arising from Customer Data, Customer Systems, combinations not provided by Provider, or beta features, and states Provider's entire liability for infringement.
2. By Customer. Customer will defend Provider against third-party claims (including from End Clients and their personnel) arising from Customer Data, Customer's or its End Clients' use of the Service in violation of this Agreement or law, Customer's capability configurations, or Customer's failure to obtain recording consents, and will pay resulting damages finally awarded or agreed in settlement.
3. Process. The indemnified party must give prompt notice, sole control of the defense to the indemnifying party, and reasonable cooperation.

13. Limitation of liability

EXCEPT FOR (a) A PARTY'S INDEMNIFICATION OBLIGATIONS, (b) CUSTOMER'S PAYMENT OBLIGATIONS, OR (c) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY; AND IN NO EVENT WILL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL MONTHLY RECURRING CHARGES ACTUALLY PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

14. Publicity

Neither party will use the other's name or logo publicly without prior written consent, except that Provider may identify Customer as a customer (name and logo) in customer lists with Customer's consent, revocable on notice.

15. Dispute resolution; general

1. Governing law. This Agreement is governed by the laws of the State of South Carolina, excluding its conflicts-of-law rules.
2. Arbitration. Any dispute arising out of or relating to this Agreement that the parties cannot resolve informally within 30 days will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Horry County, South Carolina. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek temporary injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information pending arbitration, and either party may bring an individual claim in small-claims court. Each party bears its own attorneys' fees unless the arbitrator awards otherwise. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR REPRESENTATIVE PROCEEDINGS.
3. General. Notices must be in writing and are effective on delivery — to Provider at Executops LLC d/b/a xop.ai, PO Box 14114, Myrtle Beach, SC 29587, or by email to accounting@xop.ai for billing and contract matters and support@xop.ai for all other matters; to Customer at the addresses on the Order Form (email permitted with confirmation of receipt). Assignment requires the other party's consent, except to a successor in a merger or sale of substantially all assets. Force majeure excuses non-monetary performance during events beyond a party's reasonable control. Independent contractors; no partnership or agency. Entire agreement — this Agreement, its Order Forms, and the policies referenced in Section 3.4 are the parties' entire agreement regarding the Service and supersede prior discussions; if terms conflict, the Order Form controls for its subject matter. Amendments — Provider may update this Agreement by posting a revised version at https://xop.ai/msa with notice; changes apply at Customer's next renewal. Severability; waiver — unenforceable provisions are limited to the minimum extent necessary; failure to enforce is not waiver. Order of precedence: Order Form → this Agreement → documentation.