Master Terms of Service and Sales Agreement

1. Scope of Services

Azulio provides access to its proprietary platform integrating automated customer outreach, sales-funnel management, lead nurturing, AI-assisted CRM processes, business-intelligence lead generation, and AI text and phone outreach (collectively, the "System" or "Platform"). All usage, including AI agent minutes or communication credits, is prepaid and subject to usage quotas described in your order or invoice.

2. Access and Eligibility

• Authorized Users Only – Access is limited to Clients of Azulio, their authorized employees, and approved subcontractors with prior written consent.
• Competitor Restriction – Competitors may not access the System for monitoring, evaluation, or development of competing products.
• Age & Authority – Users must be at least 18 years old and, if representing a business, duly authorized to bind that entity.
• Account Security – You are responsible for maintaining confidentiality of credentials and promptly reporting unauthorized use.

3. Term and Renewal

This Agreement begins on the Effective Date and continues on a month-to-month basis. Either party may terminate the Agreement at any time with ninety (90) days' written notice.

4. Payment and Billing

• Setup and Fees – A one-time setup fee and first monthly service fee are due in advance to activate the Agreement.
• Invoicing – Recurring invoices are issued on the first (1st) of each month and processed automatically to the payment method on file.
• Non-Refundable – All payments are non-refundable and subject to applicable taxes and processing fees.
• Late Payment – Payments more than 7 days late are delinquent; accounts more than 30 days past due may be suspended or terminated and may accrue the greater of $25 or 1.5% per month interest (or the maximum allowed by law).
• Suspension – Azulio may suspend System access until payment is current.

5. Permitted Use and Compliance

Use the System only for lawful business purposes in accordance with all applicable federal, state (including the Texas Business & Commerce Code), and local laws such as the TCPA, CAN-SPAM Act, U.S. export-control and sanctions laws. You are solely responsible for securing required consents for communications and maintaining proof of those consents.

6. Data, Privacy, and Security

• Client Data – You retain ownership of data you input. You grant Azulio a limited license to host and process such data solely to provide the System.
• Data Responsibilities – You are responsible for accuracy, legality, and proper rights to all data provided.
• Privacy Policy – Data collection and use follow Azulio's Privacy Policy, which complies with the Texas Data Privacy and Security Act and other applicable law.
• Third-Party Services – Integrations with CRMs, AI voice providers, or similar tools are your responsibility; their AUPs and terms apply.
• Data Retention – Upon account termination, Azulio deletes your data within 30 days unless law requires retention. You may request export within 7 days of termination notice.
• Onboarding Data Import – Client is responsible for validating all data prior to import and confirming accuracy within seven (7) days of onboarding completion. Azulio is not liable for data loss or errors during the onboarding import process. Client must maintain backups of all data prior to submission.
• Data Breach Notice – Azulio will notify you without unreasonable delay of any breach involving your data, including nature and remedial steps.

7. Intellectual Property and License

The System, software, designs, interfaces, algorithms, and all intellectual property remain the exclusive property of Azulio and its licensors. Subject to compliance with these Terms, Azulio grants you a limited, revocable, non-transferable license to use the System for internal business purposes during the active subscription term. You may not copy, reverse-engineer, modify, or create derivative works of the System.

8. Prohibited Use – Code of Conduct (Exhibit A)

You agree not to engage in any activity listed in Exhibit A – Code of Conduct, including violations of law, introducing malware, unauthorized access, impersonation, or misuse of AI for harmful or unlawful purposes.

9. Artificial Intelligence Acceptable Use (Exhibit B)

AI functionality must be used responsibly and lawfully. You must comply with data-protection laws, avoid discriminatory or harassing content, and clearly disclose AI-generated interactions. See Exhibit B – AI Acceptable Use Policy for full details.

10. Warranties and Disclaimers

The System and all services are provided "AS IS" and "AS AVAILABLE." Azulio disclaims all express or implied warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy of AI outputs, or uninterrupted operation. Azulio does not guarantee uptime or performance, though it will use commercially reasonable efforts to schedule maintenance outside normal business hours.

11. Limitation of Liability

To the maximum extent permitted by law, Azulio's total aggregate liability for all claims arising under this Agreement shall not exceed the total amount paid by You to Azulio for the System during the twelve (12) months preceding the event giving rise to the claim, or $100 if no fees were paid. Azulio is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, even if advised of the possibility of such damages.

12. Indemnification

You agree to defend, indemnify, and hold harmless Azulio, its affiliates, officers, directors, employees, agents, and contractors from any claims, damages, or expenses (including reasonable attorneys' fees) arising from: (i) your breach of this Agreement or law, (ii) your data or communications, or (iii) use of the System in a manner not expressly authorized herein.

13. Termination

• By Client – You may terminate with 90 days' prior written notice. Unless you have received a promotional offer that requires a different length of term. Standard policy is 90 days.
• By Azulio – Azulio may terminate for material breach (30-day cure) or immediately for unlawful or harmful activity, non-payment, or security concerns.
• Effect of Termination – All rights cease immediately; outstanding balances are due upon termination. Prepaid fees are non-refundable unless otherwise stated. Data-handling follows Section 6.

14. Audit and Cooperation

Azulio may audit System use once per year (or more if misuse suspected) upon reasonable notice. You must cooperate with lawful investigations or regulatory inquiries regarding System use.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Texas, without regard to conflicts principles. Any dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Rules in Dallas, Texas. Class actions are waived. Either party may bring an individual claim in Texas small-claims court for disputes within its jurisdiction. Non-arbitrable intellectual-property claims may be brought in state or federal courts located in Dallas County, Texas.

16. Modifications

Azulio may update these Terms from time to time. Notice of changes will be provided via email or in-app notification. Continued use after notice constitutes acceptance of the updated Terms.

17. Entire Agreement

This Agreement (including Exhibits A and B and the Privacy Policy) constitutes the entire understanding between the parties and supersedes all prior proposals or agreements. Amendments must be in writing and executed by both parties.

18. Contact

Exhibit A – Code of Conduct

The following activities are strictly prohibited and constitute a material breach of these Terms. Violation may result in immediate suspension, termination of access, and reporting to law enforcement where applicable:

• Using the System in violation of any applicable law or regulation.
• Using the System in any jurisdiction that prohibits or restricts the use of artificial intelligence.
• Exploiting, harming, or attempting to exploit or harm others.
• Uploading, transmitting, or distributing material that violates these Terms.
• Sending unlawful advertising, spam, chain letters, or similar solicitations.
• Impersonating Azulio, its employees, another user, or any entity.
• Restricting or inhibiting others' use of the System, or engaging in harmful conduct.
• Introducing viruses, malware, or any harmful code.
• Attempting to gain unauthorized access to any part of the System.
• Engaging in cyberattacks, denial-of-service attacks, or similar interference.
• Circumventing or attempting to circumvent any System safeguards, security measures, or AI safety controls.
• Using AI features to create hateful, harassing, violent, fraudulent, or sexually explicit content.
• Using the System to influence political campaigns or elections.

Exhibit B – AI Acceptable Use Policy

When using AI-powered features (e.g., automated voice, text, or messaging), you agree to:

• Comply with applicable data-protection and privacy laws, including obtaining required consents.
• Not generate or distribute content that is discriminatory, defamatory, abusive, or otherwise harmful.
• Clearly disclose AI-generated interactions where required by law or best practice.
• Not attempt to jailbreak, override safety prompts, or manipulate AI systems.
• Not use AI outputs to make consequential decisions (e.g., legal, medical, hiring) without human oversight.
• Report any AI safety concerns or unexpected behaviors to Azulio promptly.

Azulio reserves the right to audit AI usage and suspend accounts that violate this policy.