TERMS OF SERVICE - MAUTECH
ARTICLE 1. INTRODUCTION AND CONTRACTUAL NATURE OF AGREEMENT
1.1 Binding Legal Agreement
These Terms of Service (“Terms” or “Agreement”) constitute a legally binding contract between MauTech, operated by Mauseth Technologies ENK, Org. No. 925392243 (“MauTech,” “Company,” “we,” “us,” or “our”), and the entity or individual (“Client,” “you,” or “your”) that accesses, purchases, configures, subscribes to, or uses any portion of the Services (as defined herein).
This Agreement governs all use of:
Axel AI
MauTech Voice Assistant
MauTech Growth System
Review Management Tools
CRM, automations, workflows
All AI, SMS, email, voice, and data-processing modules
All websites, funnels, dashboards, and hosting
All Third-Party Platforms integrated with the Services
Acceptance of this Agreement creates a binding legal obligation enforceable under Texas law, and specifically excludes application of consumer protection statutes to the maximum extent permitted by law.
1.2 Electronic Execution and Acceptance by Conduct
Client agrees to these Terms through any of the following actions:
Clicking “Agree,” “Accept,” “Continue,” or similar;
Creating an account;
Submitting an Order Form;
Paying any Fee or invoice;
Accessing or using any portion of the Services;
Allowing Authorized Users to access or use the Services;
Integrating the Services with any website, CRM, or system;
Communicating with customers or End Users via the Services.
Each of the above constitutes full acceptance of all Terms, regardless of whether Client has read this Agreement in full.
Use of the Services = Full, irrevocable acceptance of this Agreement.
1.3 Business Use Only; No Consumer Rights
Client represents and warrants that:
Client is using the Services strictly for business-to-business commercial purposes;
Client is not a consumer and will not use the Services for personal, family, or household purposes;
All applicable consumer protection statutes (including, but not limited to, EU consumer directives, UK Consumer Rights Act, and U.S. consumer protection laws) are expressly waived and excluded to the fullest extent permitted by law.
This Agreement is drafted and enforced strictly under commercial contract law.
1.4 Authority to Bind Entity
If Client is a corporation, limited liability company, partnership, sole proprietorship, association, or other entity, the individual accepting these Terms represents and warrants that:
They have actual, express legal authority to bind the entity;
The entity will be fully responsible for all obligations;
MauTech may rely on such authority without further verification.
Client shall indemnify MauTech for any failure of such authority.
ARTICLE 2. EXCLUSIVE AGREEMENT AND CONTRACTUAL HIERARCHY
2.1 Entire Agreement Components
This Agreement incorporates by reference the following documents, each of which is legally binding and forms an integral part of the contract:
The Data Processing Addendum (DPA)
The Privacy Policy
The Cookie Policy (if applicable)
Any signed Order Forms
Any platform-specific descriptions, addenda, notices, or usage rules
Any regional compliance notices
Any legally required disclosures posted by MauTech
All of the above collectively constitute the “Agreement.”
2.2 Hierarchy of Documents
In the event of any conflict, inconsistency, or ambiguity between documents:
DPA (including Standard Contractual Clauses)
These Terms of Service
Order Forms
Privacy Policy
Product Documentation
Any marketing or sales materials (no contractual effect)
Client expressly agrees that:
Marketing materials, statements made by sales representatives, onboarding specialists, support staff, consultants, or affiliates shall have NO legal effect and shall NOT modify this Agreement under any circumstances.
2.3 No Reliance on Statements Outside This Agreement
Client acknowledges and agrees that:
Client is not relying on any promise, representation, assurance, or warranty not expressly included in this written Agreement;
MauTech shall not be bound by any prior negotiations, emails, calls, demos, statements, proposals, or presentations;
No marketing, advertising, content, examples, or descriptions of results create any warranty or guarantee.
This clause expressly supersedes any verbal statement, communication, or expectation.
2.4 No Oral Modifications
This Agreement may not be modified, altered, waived, amended, supplemented, expanded, or limited by:
Conversations
Emails
Chat messages
Customer support responses
Tutorials
Verbal agreements
Sales communications
Instructions to staff
Only a written amendment signed by both parties may modify the Terms.
2.5 Unilateral Right to Update Terms
Client acknowledges and agrees that MauTech may, at its sole discretion, update, revise, modify, or replace these Terms at any time.
Such changes become effective:
Immediately upon posting;
Immediately upon notice to Client;
Immediately upon the start of the next Billing Cycle;
Or upon Client’s continued use of the Services.
Continued use constitutes full acceptance of updated Terms.
ARTICLE 3. LEGAL CAPACITY, ELIGIBILITY, AND COMPLIANCE
3.1 Legal Capacity
Client represents and warrants that:
Client is at least 18 years old;
Client has full legal capacity to enter binding contracts;
Client is not prohibited from receiving or using the Services under applicable laws.
3.2 Compliance with Laws
Client is solely responsible for complying with all applicable:
Local, state, federal, and international laws
Telemarketing rules
Data privacy regulations
Opt-in/opt-out laws
SMS and email marketing laws
AI disclosure requirements
Industry-specific regulations
Consumer protection exclusions (because this is B2B only)
This responsibility cannot be delegated to MauTech.
3.3 Client Acknowledgment of Risks
Client acknowledges the following realities and assumes all associated risks:
AI Output may be inaccurate or inappropriate.
Third-party platforms may fail without warning.
Carrier regulations may change at any time.
SMS, email, and voice delivery is never guaranteed.
All commercial outcomes are speculative.
Services may change, be modified, or be discontinued.
MauTech is not responsible for business decisions made by Client.
MauTech is not responsible for compliance obligations.
MauTech is not responsible for any losses arising from AI Output, configuration errors, or misuse.
This acknowledgment is a material condition of receiving the Services.
ARTICLE 4. RULES OF INTERPRETATION
4.1 Interpretation Favoring MauTech
To the fullest extent permitted by applicable law, the Parties expressly agree that:
All ambiguities, uncertainties, or disputes regarding interpretation of this Agreement shall be resolved in favor of MauTech.
Client knowingly waives any right to have ambiguous contractual language construed against the drafter.
This clause supersedes the common-law doctrine of contra proferentem.
4.2 No Implied Rights, No Implied Obligations
Client acknowledges and agrees that:
No rights, remedies, benefits, guarantees, covenants, or obligations are created by implication.
No term shall be inferred, implied, or read into this Agreement unless expressly stated.
No oral statements or conduct by MauTech employees, contractors, or affiliates shall create rights or obligations of any kind.
All obligations owed by MauTech must be explicit, written, and contained herein, or they do not exist.
4.3 Headings for Convenience Only
Section headings, formatting, indentation, and organizational structure are included solely for convenience and shall not:
Affect interpretation
Modify meaning
Expand obligations
Narrow obligations
The Agreement must be interpreted based on its content alone.
4.4 Severability with Reinforcement
If any provision is deemed invalid, unlawful, or unenforceable:
That provision shall be enforced to the maximum extent permitted by law;
The provision shall be modified minimally to achieve lawful effect;
All remaining provisions shall continue in full force;
Invalidity of one clause shall not affect the enforceability of any other clause;
The Parties expressly intend all remaining provisions to survive to the maximum legal extent.
4.5 Interpretation Based on Plain Meaning
Terms shall be interpreted based on:
The ordinary, plain, and commonly understood meaning of the words;
The technical meaning where relevant (e.g., telecom, AI, SaaS);
The definitions contained herein;
Commercial business-to-business standards;
Best practices in enterprise agreements.
No alternative, creative, expanded, or consumer-friendly interpretations are permitted.
4.6 Scope of Waivers
Where this Agreement contains waivers:
Waivers apply to all claims, whether known or unknown, anticipated or unanticipated.
Client expressly waives rights under any jurisdiction’s law that limits waivers of unknown claims.
Waivers survive termination of this Agreement indefinitely.
4.7 Survival of Intent
If any clause is removed or altered by law or court order:
The Parties intend that the remaining clauses reflect the maximum enforceable version of their original intent.
The Agreement must be interpreted to uphold as much of MauTech’s protective legal framework as possible.
ARTICLE 5. CONSTRUCTION PRINCIPLES AND LEGAL REFINEMENTS
5.1 Priority of Specific Over General Terms
Where a conflict exists between:
A general clause
A specific clause
… the specific clause controls.
5.2 References to “Including”
Any use of “including,” “include,” “for example,” “such as,” or similar language:
Is not limiting
and shall always mean:
“including, without limitation.”
Client waives any argument to the contrary.
5.3 No Waiver by Conduct
MauTech’s:
Failure to enforce any right
Delay in enforcing any right
Partial enforcement
Occasional leniency
Customer support accommodations
shall not constitute a waiver of any current or future rights.
Waivers must be:
Explicit
Written
Signed by an authorized MauTech representative
Otherwise, no waiver exists.
5.4 Cumulative Remedies
All rights and remedies provided to MauTech under this Agreement are:
Cumulative
Non-exclusive
Supplemental to any other rights available under law
Not mutually exclusive
MauTech may pursue one or all remedies simultaneously.
5.5 References to Law or Regulation
Any reference to a statute, regulation, or legal requirement is automatically updated and includes:
All modifications
Amendments
Successor provisions
Judicial interpretations
Administrative guidance
Industry or carrier compliance rules
This prevents Client from claiming outdated compliance obligations.
5.6 No Joint Venture or Partnership
This Agreement does not create:
Partnership
Joint venture
Employment relationship
Fiduciary relationship
Franchise
Agency
Each Party remains an independent contractor.
Client agrees to indemnify MauTech for any claim suggesting an agency or employment relationship existed.
5.7 No Third-Party Beneficiaries
This Agreement is for the exclusive benefit of MauTech and Client.
No other person, entity, or End User has:
Rights
Claims
Remedies
Expectations
Standing
… arising under this Agreement.
ARTICLE 6. BURDEN OF PROOF & RESPONSIBILITY ALLOCATION
6.1 Burden of Proof on Client
In any dispute, claim, or legal proceeding relating to:
Payment
Performance
Accuracy
Misuse
Configuration
Data integrity
AI Output
Third-party services
Telecommunication compliance
Consent management
Client bears the full burden of proof.
MauTech shall not be required to prove:
Absence of wrongdoing
Accuracy of logs
Validity of AI Output
Delivery of messages
Performance of third-party services
Client must prove its claims by clear and convincing evidence.
6.2 Presumption of Correctness
All MauTech logs, system records, billing records, timestamps, usage data, and metadata shall be presumed accurate and binding unless Client provides incontrovertible evidence to the contrary.
6.3 Client Responsibility Cannot Be Delegated
Client’s obligations regarding:
Consent collection
Legal compliance
Content legality
AI Output review
Telemarketing rules
Data accuracy
Workflow configuration
… may not be delegated to MauTech or any third party.
Client bears sole, absolute, non-transferable responsibility.
ARTICLE 7. CONTRACTUAL CERTAINTY & ENFORCEABILITY
7.1 Enforceability Across Jurisdictions
To the maximum extent allowed by law:
This Agreement shall be enforceable in all jurisdictions in which the Services are used
Conflicts of law provisions are expressly waived
The Parties agree that Texas law governs all disputes
Client waives any right to assert non-enforceability due to geographical location or jurisdictional difference
7.2 Execution Without Signature
This Agreement:
Does not require a handwritten signature
Does not require a digital signature
Is binding upon use, access, or payment
Client waives any argument requiring formal signature execution.
7.3 Independent and Continuing Obligations
Client’s obligations under this Agreement:
Survive termination
Survive suspension
Survive account deletion
Continue regardless of dissatisfaction
Continue even if Services are modified
Continue despite third-party failures
Continue despite configuration errors
Are not excused by force majeure
ARTICLE 8. DEFINITIONS
8.1 “Agreement”
“Agreement” means these Terms of Service, together with all incorporated documents, including but not limited to the Privacy Policy, Data Processing Addendum (DPA), Cookie Policy, Order Forms, written amendments, published notices, service descriptions, and any updates issued by MauTech.
8.2 “AI Output”
“AI Output” means any content, message, response, classification, recommendation, summary, transcription, estimate, booking decision, automated follow-up, workflow action, analytical insight, or other material generated—directly or indirectly—by:
Axel AI
MauTech Voice Assistant
Any AI agent, ML system, or automation workflow
Any third-party LLM, including but not limited to OpenAI models
AI Output is:
Non-deterministic
Subject to error, hallucination, or inaccuracy
Not professional advice
Not guaranteed to be complete, correct, safe, lawful, or appropriate
Used entirely at Client’s own risk
Client bears full responsibility for reviewing, validating, approving, and relying upon any AI Output.
8.3 “Authorized User”
“Authorized User” means any individual who is granted access to the Services by Client, including employees, contractors, agents, consultants, virtual assistants, AI agents configured by Client, or any other party acting on Client’s behalf.
Client is fully responsible for all actions and omissions of Authorized Users.
8.4 “Billing Cycle”
“Billing Cycle” means the recurring subscription period (monthly or annually) applicable to the Services. Billing Cycles renew automatically and commence upon payment of any initial setup fee, regardless of actual usage.
8.5 “Client”
“Client” means the business entity entering into the Agreement, and expressly excludes any consumer, natural person acting for personal purposes, or individual protected by consumer protection laws.
Client represents it is acting solely in a business, commercial, or professional capacity.
8.6 “Client Content”
“Client Content” means all content, data, prompts, messages, workflows, scripts, configurations, uploaded files, instructions, training inputs, contacts, customer lists, and any information Client inputs into or transmits through the Services.
Client retains ownership of Client Content but assumes exclusive liability for:
legality
accuracy
compliance with telecom, privacy, marketing, and AI laws
consequences arising from AI Output based on such content
8.7 “Confidential Information”
“Confidential Information” means any proprietary, non-public, or sensitive information relating to either Party. With respect to MauTech, this expressly includes:
code, architecture, and infrastructure
AI prompts, models, workflows, and internal logic
system configurations
security controls
pricing, roadmap, and commercial terms
training materials
usage analytics
AI models, workflows, and automation logic remain strictly MauTech Confidential Information.
8.8 “Controller” / “Data Controller”
“Controller” or “Data Controller” means Client, who determines the purposes and means of processing Personal Data.
8.9 “Processor” / “Data Processor”
“Processor” or “Data Processor” means MauTech, which processes Personal Data solely in accordance with documented Client instructions.
8.10 “Data Subject”
“Data Subject” means any identified or identifiable natural person whose Personal Data is processed by Client or through the Services, including leads, customers, contacts, and individuals interacting via SMS, email, chat, or voice.
8.11 “End User”
“End User” means any natural person who interacts with the Services as a result of Client’s configuration, including individuals:
using AI chat
receiving SMS or email
receiving voice calls
submitting forms
booking appointments
interacting with automated agents
Client holds full legal responsibility for all End User communications.
8.12 “Fees”
“Fees” means all monetary amounts owed by Client, including:
setup fees
recurring subscription fees
usage-based fees
SMS, email, and voice charges
third-party fees
overage charges
additional module fees
All Fees are non-refundable unless expressly stated otherwise (e.g., documented double billing).
8.13 “High-Risk Use”
“High-Risk Use” means any use of the Services that could impact safety-critical or life-critical systems, medical decision-making, emergency services, legal rights, financial outcomes, or any activity where inaccuracy could cause harm.
High-Risk Use is strictly prohibited.
8.14 “Instructions”
“Instructions” means any configuration, prompt, workflow rule, data input, automation setup, or command supplied—directly or indirectly—by Client.
All processing performed by the Services is deemed to be carried out on behalf of and under the instructions of Client.
8.15 “Order Form”
“Order Form” means any ordering document, online checkout page, invoice, pricing confirmation, subscription screen, or written agreement specifying subscription tier, pricing, setup fees, and selected services.
Order Forms supplement—but do not supersede—the Terms unless expressly stated.
8.16 “Personal Data” / “Personal Information”
Means any information relating to an identified or identifiable natural person, including but not limited to:
names
phone numbers
emails
messages
IP addresses
device data
voice recordings
chat transcripts
form submissions
service requests
vehicle information
metadata generated by GHL, Twilio, Mailgun, OpenAI, or Stripe
8.17 “Prohibited Conduct”
“Prohibited Conduct” means any activity that:
violates law
violates telecom or carrier rules
attempts to bypass system security
involves spam or unlawful marketing
manipulates AI dishonestly
infringes intellectual property
involves scraping or reverse engineering
exploits Services for unauthorized purposes
sends unlawful automated messages
violates privacy laws
A more detailed Acceptable Use Policy (AUP) appears later.
All Prohibited Conduct triggers immediate suspension.
8.18 “Service Provider” (CPRA/CCPA)
Under California law, MauTech is a Service Provider, meaning MauTech:
does not sell Personal Information
does not share Personal Information for cross-context behavioral advertising
processes Personal Information solely on behalf of Client
8.19 “Services”
“Services” means all products, software, automation systems, AI systems, voice systems, review tools, CRM functions, analytics, dashboards, chat widgets, API functions, workflows, integrations, and hosting infrastructure provided by MauTech, including all enhancements and updates.
Services are provided “AS IS” with no guarantee of availability, accuracy, or fitness for any particular purpose.
8.20 “Sub-Processor”
“Sub-Processor” means any third party engaged by MauTech to process data on MauTech’s behalf, including but not limited to:
GoHighLevel (GHL)
Twilio
Mailgun
OpenAI
Stripe
AWS / Cloudflare
Google
Meta (if applicable)
Client provides blanket authorization for all listed Sub-Processors.
8.21 “Subscription Term”
“Subscription Term” means the continuous period for which Client is subscribed, renewed, or bound to pay for Services, regardless of actual usage.
8.22 “Third-Party Platforms”
Means all external systems, carriers, cloud services, payment processors, AI vendors, or external APIs used to operate the Services.
MauTech has no control over Third-Party Platforms and disclaims all liability for their availability or performance.
8.23 “Usage Data”
Means anonymized, aggregated, or technical data relating to use of the Services.
Usage Data is the exclusive property of MauTech and may be used for:
analytics
system optimization
benchmarking
security
service improvements
Usage Data never includes Personal Data unless anonymized.
8.24 “You,” “Your,” “Client”
Means the entity (not a consumer) bound by this Agreement, responsible for all Fees, usage, compliance obligations, and End User interactions.
ARTICLE 9. ACCOUNT CREATION AND CLIENT RESPONSIBILITY
9.1 Account Registration
The Client must create an account (“Account”) to access the Services.
By creating an Account, the Client represents and warrants that:
All information provided during registration is accurate, complete, and truthful;
The Client has full authority to bind the entity represented;
The Client will maintain accurate Account information at all times;
The Client is solely responsible for the actions of any person granted access to the Account.
MauTech relies entirely on the accuracy of Client-provided information and has no obligation to verify identity, authority, or legitimacy.
9.2 Authorized Users
Only individuals explicitly permitted by Client (“Authorized Users”) may access the Services.
Client is:
strictly and exclusively responsible for all actions taken by Authorized Users, whether authorized or unauthorized;
fully liable for all conduct occurring under its Account;
obligated to ensure that Authorized Users comply with this Agreement at all times.
Any violation by an Authorized User constitutes a violation by Client.
9.3 Security of Credentials
Client must:
Maintain strict confidentiality of all passwords, authentication mechanisms, API keys, tokens, and access credentials;
Implement commercially reasonable security practices to prevent unauthorized access;
Monitor Account activity;
Immediately notify MauTech of any suspected compromise.
All use of the Account is conclusively deemed authorized by Client.
Client bears all liability for unauthorized access caused by:
credential sharing,
poor password management,
insecure devices,
misconfigured permissions,
inadequate internal security,
phishing or social engineering attacks involving Client personnel.
MauTech has no obligation to verify identity of any user accessing the Account.
9.4 Prohibition on Sharing Accounts
Client may not:
share credentials,
allow multiple individuals to use the same login,
sublicense or resell access,
provide access to contractors or third parties unless explicitly authorized.
Any such conduct constitutes a material breach subject to immediate suspension without refund.
9.5 Technical Configuration and System Setup
Client is solely responsible for:
configuring workflows, pipelines, triggers, automations, AI agents, prompts, messaging rules, call handling logic, and any other system components;
ensuring that all configurations comply with applicable law;
verifying the accuracy, legality, and appropriateness of all outbound communications.
MauTech provides the tools;
Client bears 100% responsibility for how the tools are used.
ARTICLE 10. GENERAL USE RESTRICTIONS (AUP — ACCEPTABLE USE POLICY)
10.1 Broad Prohibition on Unlawful Activity
Client shall not use the Services for any unlawful, harmful, fraudulent, deceptive, or abusive purposes, including but not limited to:
Violating any federal, state, local, or international law;
Violating telemarketing, spam, opt-in, opt-out, or consumer contact laws (including TCPA, CASL, CAN-SPAM, CTIA rules);
Processing unlawfully obtained data;
Using the Services to deceive or mislead End Users;
Engaging in harassment, threats, defamation, discrimination, or unlawful discrimination.
This clause shall be interpreted expansively in MauTech’s favor.
10.2 Prohibition on Interference and System Manipulation
Client may not:
interfere with or disrupt the Service;
attempt to breach or test security mechanisms;
probe for vulnerabilities;
reverse engineer, decompile, decode, or extract any part of the Services or underlying systems;
integrate the Services into competing or substantially similar products;
attempt to replicate or mimic MauTech’s AI agents, automations, workflows, or models;
use the Services to build derivative or competing services.
Any such conduct constitutes a material breach.
10.3 Prohibition on Automated Abuse
Client may not use:
bots,
scripts,
spiders,
crawlers,
automated systems
… in such a way that:
overloads the system,
circumvents limitations,
mimics human behavior deceptively,
or attempts to exploit AI behavior.
10.4 Data Integrity and Legality Requirements
Client is solely responsible for ensuring:
Data accuracy,
Data lawfulness,
Valid consent for all End Users,
Proper disclosures required by law,
Compliance with privacy and telecom regulations.
MauTech is not obligated to monitor, validate, or verify Client Content or AI Output.
10.5 No Use of Services for High-Risk Activities
Client may not use the Services for any activities where inaccurate AI Output, delays, failures, or miscommunication could reasonably result in:
physical injury
death
property damage
emergency response delays
legally binding decisions
professional advice
regulatory non-compliance
Such prohibited use includes (but is not limited to):
medical triage or diagnosis
emergency services
financial, investment, or tax advice
legal advice
automotive safety-critical functions
mental health or crisis support
mechanical repair instructions where failure can cause harm
Client bears full liability for violating this clause.
ARTICLE 11. CLIENT RESPONSIBILITY FOR END USER INTERACTIONS
11.1 Full Responsibility for Communications
Client is exclusively responsible for:
all outbound messages (SMS, email, voice, AI chat, etc.);
all content communicated to End Users;
all outcomes, business decisions, and interactions initiated by the Services;
verifying the accuracy and appropriateness of AI Output;
obtaining all necessary consents under applicable law;
ensuring that frequency, timing, and content comply with regulatory limits.
MauTech is not responsible for:
message delivery,
telecom carrier policies,
End User reactions,
booking outcomes,
misinterpretations,
damages caused by incorrect or misleading AI Output,
any loss resulting from Client’s communications.
11.2 Prohibition on Misrepresentation
Client shall not:
impersonate MauTech or any third party;
falsely imply affiliation;
represent AI Output as human-generated when prohibited;
mislead End Users about the nature or identity of the AI agent.
Client assumes full liability for any deceptive or misleading practice.
11.3 Client is the Sole Controller of End User Data
Under global privacy frameworks:
Client is the Data Controller
MauTech is the Data Processor
This means:
Client is responsible for lawful data collection
Client must provide End Users with legally required privacy notices
Client must manage and respond to privacy requests
Client must ensure lawful basis for usage of data
MauTech has no responsibility for Client’s regulatory compliance.
ARTICLE 12. PROHIBITED USE OF AI SYSTEMS
Client shall not use AI agents to:
Provide medical, legal, financial, tax, immigration, or safety-critical advice;
Generate harmful, abusive, discriminatory, or defamatory content;
Fabricate or manipulate facts for deceptive purposes;
Act as a licensed expert or imply professional accreditation;
Automatically approve, deny, or affect legal rights of any person without human oversight;
Issue regulated documents, quotes, certificates, or statements requiring professional licensing;
Perform autonomous actions without Client oversight.
ARTICLE 13. PROHIBITED CONDUCT (ABSOLUTE RESTRICTIONS)
Client and all Authorized Users are strictly prohibited from engaging in any conduct that, in MauTech’s sole and absolute discretion, constitutes misuse, abuse, unlawful activity, system manipulation, or interference with the Services.
The following are absolute, non-negotiable prohibitions, and violations shall constitute immediate material breach:
13.1 Misuse of AI, Workflows, or Automations
Client shall not:
Use AI Output as a substitute for professional judgment in any regulated field (including legal, financial, medical, repair diagnostics, safety guidance, or emergency response).
Attempt to manipulate, override, bypass, or induce the AI to produce harmful, misleading, defamatory, discriminatory, or unlawful responses.
Configure AI systems to impersonate a government body, licensed professional, emergency service, or regulated entity.
Use AI to generate deceptive pricing, fraudulent estimates, or misleading claims.
Employ prompt-injection techniques, adversarial prompts, model manipulation, or any attempt to extract system parameters.
Attempt to replicate, reverse-engineer, recreate, or train external models based on AI Output or internal system behavior.
Client assumes absolute liability for all outcomes derived from AI use.
13.2 Unlawful or High-Risk Communications
Client shall not use the Services for:
Telemarketing without provable opt-in
TCPA-regulated activities without documentation
Emergency communications
Debt collection without legal authorization
Threats, harassment, abuse, defamation, or intimidation
Delivery of hazardous, illegal, or controversial claims
High-risk or mission-critical messaging
Any use leading to complaints from carriers, regulators, or End Users triggers immediate suspension.
13.3 Spam, Fraud, or Deceptive Practices
Client shall not:
Send unsolicited SMS or email without valid opt-in
Engage in spam, bulk blasting, or message flooding
Mask caller identity, spoof numbers, or engage in caller-ID manipulation
Use deceptive content, misleading claims, or fraudulent statements
Provide false, incomplete, or misleading business information
Client is fully responsible for compliance with all telecom, marketing, and commercial laws.
13.4 Security Violations
Client is prohibited from:
Attempting to bypass authentication or security protocols
Accessing non-public areas of MauTech systems
Using bots, scrapers, or automated extraction tools
Performing penetration tests, scans, or security evaluations without written consent
Uploading malware, scripts, agents, crawlers, or harmful code
Any such activity constitutes criminal access in multiple jurisdictions.
ARTICLE 14. CLIENT RESPONSIBILITIES AND AFFIRMATIVE OBLIGATIONS
Client bears full, unilateral, exclusive responsibility for all actions taken through their account, configurations, workflows, and communications with End Users.
14.1 Responsibility for End Users
Client is exclusively responsible for:
Obtaining valid opt-ins
Maintaining consent records
Managing STOP/HELP compliance
Ensuring lawful communication with all End Users
Providing customer support
Handling all complaints, disputes, and legal demands
MauTech does not interact with End Users on Client’s behalf unless explicitly configured by Client.
14.2 Configuration and Workflow Responsibility
Client is responsible for:
Workflow logic
Automations
Triggers
AI decision chains
Booking logic
Pricing and estimate logic
Message content
Call-forwarding functions
All consequences of configuration—financial, operational, reputational, or legal—are the sole responsibility of Client.
14.3 Compliance Responsibilities
Client shall ensure full compliance with:
TCPA
CAN-SPAM
CASL (Canada)
GDPR (for EU/EEA End Users)
UK-GDPR
Australian Privacy Act
Carrier rules & telecom restrictions
Federal and state deceptive trade practices laws
Local regulations in Client’s jurisdiction
MauTech does not verify or enforce Client’s compliance.
14.4 Providing Accurate Information
Client must provide accurate:
Business information
Contact information
Operating hours
Pricing
Service descriptions
Legal disclaimers
AI Output relying on inaccurate information is entirely Client’s fault.
ARTICLE 15. TELECOM, SMS, EMAIL, AND VOICE REGULATORY RESTRICTIONS
The Services operate through U.S.-based carriers and infrastructure providers with strict compliance requirements.
15.1 Consent Requirements
Client acknowledges that valid written opt-in is required for:
SMS marketing
Automated dialing
AI-powered messaging
AI-powered voice responses
Appointment reminders where required
Client is responsible for maintaining records for a minimum of 4 years.
15.2 STOP/HELP Compliance
Client shall:
Immediately honor STOP/UNSUBSCRIBE requests
Maintain audit logs
Ensure automated systems respect opt-outs
Never re-message after opt-out without fresh opt-in
Failure to honor STOP requests is grounds for immediate suspension.
15.3 Carrier Filtering and Delivery Failures
Client acknowledges that:
Telecom carriers may filter, block, degrade, or delay messages
MauTech has zero control over carrier behavior
No delivery rates or deliverability guarantees exist
Carrier restrictions override Client usage
Client bears all risks associated with telecom infrastructure.
15.4 Message and Data Rates Disclaimer
Client must inform End Users that:
“Message and data rates may apply.”
This statement must appear on every opt-in flow.
15.5 Prohibited SMS Content
Client may not transmit:
SHAFT content (Sex, Hate, Alcohol, Firearms, Tobacco)
Fraudulent or deceptive claims
High-volume blasts
Phishing or malware
Political or election messaging (unless permitted by law)
Violations may result in instant account termination without refund.
15.6 Voice AI Restrictions
Client shall not:
Use MauTech Voice Assistant for emergency routing
Provide high-risk advice through AI-based voice calls
Generate misleading or unauthorized recordings
Use AI voices to impersonate real individuals without explicit, written, verifiable consent
ARTICLE 16. AI-SPECIFIC LIMITATIONS, DISCLAIMERS, AND CLIENT LIABILITY
16.1 AI Is Non-Deterministic
AI Output may be:
Incorrect
Incomplete
Outdated
Hallucinated
Illogical
Misleading
Unexpected
Contrary to Client instructions
Client assumes full responsibility for reviewing and verifying all AI Output.
16.2 AI Is Not Professional Advice
Client agrees that AI Output:
Does not constitute professional advice
Cannot be relied upon for regulated services
Must be manually reviewed prior to use
Is provided entirely “AS IS” without accuracy guarantees
16.3 Client Liability for AI Prompts
Client is fully responsible for:
All prompts
All instructions
All configuration logic
All data fed into the AI
Any harm caused by AI Output
MauTech shall have no liability for any downstream effect.
16.4 No Model Training Using Client Personal Data
Unless expressly agreed in writing:
MauTech shall not use Personal Data to train underlying LLMs
Third-party models such as OpenAI may process data solely to generate outputs
Client must inform End Users of AI use where required by law
16.5 Client Review Requirement
Client shall:
Review all AI Output
Validate all estimates before sending
Confirm appointment logic
Manually approve high-sensitivity workflows
Ensure compliance with applicable laws
Failure to review does not shift liability to MauTech.
ARTICLE 17. COMMUNICATIONS COMPLIANCE AND CARRIER GOVERNANCE
17.1 Full Responsibility for Messaging Compliance
Client acknowledges and agrees that:
Client bears sole and exclusive responsibility for ensuring that all SMS, MMS, voice calls, ringless voicemail, email messages, chat messages, automations, and AI-generated communications sent through the Services fully comply with all applicable laws, including but not limited to:
Telephone Consumer Protection Act (“TCPA”)
Telemarketing Sales Rule (“TSR”)
CAN-SPAM Act
CASL (Canada)
GDPR/UK GDPR
ePrivacy Directive
CTIA Messaging Principles
Carrier vetting requirements
State-level telemarketing and opt-in laws
Any applicable consent, disclosure, and record-keeping obligations
MauTech does not verify, audit, supervise, or validate Client’s compliance.
All regulatory risk is transferred entirely to Client.
17.2 Consent Requirements
Client is solely responsible for:
Obtaining valid, prior, express consent from all End Users before sending any communication using the Services;
Maintaining verifiable proof of consent;
Implementing STOP/UNSUBSCRIBE procedures;
Ensuring opt-outs are immediately enforced;
Ensuring AI-generated or automated replies do NOT violate opt-out preferences;
Ensuring consent collected outside of the Services is legally valid.
MauTech has no obligation to monitor, validate, or enforce Client’s consent practices.
17.3 Carrier Blocking, Filtering, and Rejection
Client acknowledges and agrees that:
Carriers (Twilio, AT&T, T-Mobile, Verizon, etc.) may block, filter, throttle, reject, or permanently restrict Client’s messages or calls at any time, with or without notice.
These actions are outside the control of MauTech.
MauTech assumes no liability for:
message delivery failure,
message delays,
spam filtering,
carrier penalties,
A2P registration rejections,
campaign vetting failures,
number suspensions,
10DLC compliance issues.
Client bears all associated risks, fees, and losses.
17.4 A2P / 10DLC / Carrier Registration
Client is exclusively responsible for:
Completing all A2P 10DLC registrations and campaign filings;
Providing truthful, accurate information;
Maintaining compliance with carrier rules;
Updating registrations as required;
Paying all A2P fees, surcharges, penalties, or carrier-imposed fines.
MauTech may provide optional assistance but does not guarantee verification, acceptance, or ongoing compliance.
Any suspension, ban, fine, or message blocking caused by Client’s conduct or incomplete registration is entirely Client’s responsibility.
17.5 Voice and Call Compliance
Client is responsible for ensuring that any inbound or outbound calls processed by:
MauTech Voice Assistant
Axel AI voice systems
Twilio-powered voice channels
… comply with:
robocall regulations
caller ID regulations
state-level disclosure requirements
call recording laws (one-party or two-party consent)
emergency call restrictions
time-of-day calling rules
MauTech does not guarantee compliance for any voice-related operations.
ARTICLE 18. AI LIMITATIONS, NON-RELIANCE, AND CLIENT RISK ASSUMPTION
18.1 No Professional Advice
Client acknowledges and agrees that all AI Output generated by the Services:
is not legal advice
is not financial advice
is not medical advice
is not mechanical diagnosis or repair advice
is not professional or expert guidance
should be reviewed for accuracy and legality prior to use
Client assumes 100% responsibility for all outcomes derived from AI Output.
18.2 No Accuracy, Completeness, or Reliability Guarantee
Due to the non-deterministic nature of AI systems:
AI Output may be inaccurate, incomplete, misleading, harmful, offensive, or erroneous;
AI Output may fabricate, hallucinate, or misinterpret end-user content;
AI behavior may change over time due to model updates or platform changes;
MauTech does not warrant or guarantee any outcome, recommendation, or representation generated by AI.
Client explicitly releases MauTech from any and all liability arising from AI Output.
18.3 AI Output Deemed Client’s Own Content
For legal and regulatory purposes:
All AI Output generated within the Services is deemed Client Content.
This means:
Client is fully responsible for the legality, accuracy, and regulatory compliance of AI Output;
AI Output is treated as if written directly by Client;
MauTech assumes no editorial or supervisory role;
Client cannot attribute errors or violations to MauTech.
18.4 Prohibition on High-Risk or Safety-Critical Use Cases
Client shall not use the Services for:
emergency services
medical triage or patient care
legal case management
financial or investment decisions
safety-critical mechanical assessments
any context where AI Output could cause physical or financial harm
Any breach voids all warranties and indemnifies MauTech from any claim, damage, or loss.
18.5 Model Training
Unless explicitly stated otherwise in writing:
MauTech does not train proprietary AI models using Client Content;
Third-party LLM providers (e.g., OpenAI) may process data under their own terms;
MauTech is not liable for any actions or outputs of LLMs.
ARTICLE 19. PLATFORM INTEGRITY, SECURITY, AND TECHNICAL RESTRICTIONS
19.1 No Reverse Engineering
Client shall not:
reverse engineer,
disassemble,
decompile,
copy,
attempt to reconstruct,
access underlying architecture or parameters, or
replicate models or workflows
of the Services.
Violation constitutes immediate termination without refund.
19.2 No Circumvention of Security or Usage Limits
Client may not:
bypass rate limits,
bypass authentication controls,
interfere with internal APIs,
exploit vulnerabilities,
use unauthorized automations,
access hidden endpoints.
Any attempt constitutes a material breach.
19.3 No Unauthorized Integrations
Client may not:
embed the Services into competing SaaS products,
expose APIs to third parties,
resell or sub-license access,
use the Services for multi-tenant purposes unless explicitly approved by MauTech.
19.4 No Scraping or Data Harvesting
Client shall not use:
bots
scripts
crawlers
automated agents
… to extract, harvest, or scrape data from the Services except through approved integrations.
19.5 Security Responsibilities
Client is solely responsible for:
maintaining the security of login credentials,
securing API keys,
enabling 2FA/MFA,
restricting access to authorized users,
monitoring for unauthorized access,
configuring automations responsibly.
Any security incident caused by Client (even unintentionally) is Client’s full liability.
ARTICLE 20. IMMEDIATE SUSPENSION RIGHTS
20.1 Grounds for Immediate Suspension
MauTech may immediately suspend Client’s access — with zero refund — if Client:
Violates any communications or carrier rule
Lacks proper consent for messaging
Uses AI Output in illegal or harmful ways
Attempts to circumvent platform controls
Misuses API, integrations, or workflows
Creates system instability
Uses Services for high-risk scenarios
Triggers carrier filtering or penalties
Submits fraudulent or misleading registration information
Threatens MauTech’s infrastructure or reputation
Suspension may occur without prior notice.
20.2 Reinstatement
Reinstatement is fully at MauTech’s discretion, and may require:
additional verification,
additional fees,
additional documentation,
carrier re-approval,
corrective actions.
MauTech is not obligated to reinstate any suspended account.
ARTICLE 21. DESCRIPTION OF THE SERVICES
21.1 Overview of the Services
The “Services” include, without limitation:
Axel AI (AI-driven conversational agent for webchat, SMS, CRM events, scheduling, intake flows, appointment booking, and automated customer interaction);
MauTech Voice Assistant (AI-driven inbound call reception, call answering, intake, customer qualification, appointment booking, information capture, and conversational decision-making);
MauTech Growth System (websites, funnels, CRM, review management, review filtering, review requests, nurture automations, customer segmentation, analytics, and business process automations);
AI-Generated Outputs, including but not limited to: messages, text responses, estimates, classifications, summaries, recommendations, routing instructions, booking actions, scheduling logic, customer qualification logic, and any content or decision-making generated through AI models;
Third-Party Platform Integrations, including GoHighLevel, Twilio, Mailgun, Stripe, OpenAI, Google, Meta, and any infrastructure, hosting, telecommunication, or delivery provider used by MauTech;
Any tools, dashboards, interfaces, scripts, APIs, templates, workflow systems, or other operational mechanisms made available by MauTech.
All Services are delivered “AS IS,” are informational in nature, and may change, evolve, or be discontinued without notice.
ARTICLE 22. NON-DETERMINISTIC AI BEHAVIOR & OUTPUT DISCLAIMERS
22.1 AI Models Are Non-Deterministic by Design
Client acknowledges, understands, and agrees that:
AI models used by MauTech, OpenAI, or any Sub-Processor can produce different outputs given identical inputs;
AI behavior is influenced by model training data, system prompts, temperature settings, provider updates, algorithmic behaviors, and external conditions entirely outside MauTech’s control;
AI may hallucinate, fabricate, misinterpret, generate inaccurate information, generate legally risky content, or generate unintended messages.
MauTech makes no representation or warranty whatsoever as to accuracy, appropriateness, reliability, safety, consistency, predictability, completeness, legality, or professional soundness of AI Output.
22.2 Client Retains Full Liability for AI Output
Client assumes all legal, regulatory, commercial, financial, compliance, reputational, and operational risks associated with the use, interpretation, and reliance upon AI Output.
This includes, without limitation:
inaccurate estimates;
incorrect appointment bookings;
misinterpretations of customer intent;
inappropriate tone or messaging;
legally sensitive statements;
incorrect service recommendations;
false facts or fabricated details;
statements that violate regulatory rules;
unintended communication outcomes;
misrouted or mishandled customer requests.
AI Output is generated solely based on Client inputs, Client workflows, Client configurations, and Client operational decisions.
22.3 AI Output Is Not Professional Advice
Client agrees and acknowledges that AI Output:
is not legal advice;
is not medical advice;
is not mechanical or technical advice;
is not financial advice;
is not professional judgment;
is not guaranteed to comply with any regulatory framework;
must never replace professional human review or oversight.
Client agrees that it must independently verify any AI Output before acting upon it.
22.4 No Guarantee of Consistency or Quality
MauTech does not guarantee:
any particular conversational style;
any specific level of accuracy;
any continuity of behavior across model updates;
any guarantee that outputs will be lawful;
any guarantee that outputs will match Client expectations;
any ability to replicate past output behavior;
any control over AI model updates conducted by OpenAI or other Sub-Processors.
AI model behavior is inherently variable and may change without notice.
ARTICLE 23. SERVICE LIMITATIONS, PERFORMANCE DISCLAIMERS, AND OPERATIONAL BOUNDARIES
23.1 No Guarantee of Service Availability
Client understands and agrees that:
AI systems, CRM systems, telecommunication networks, and third-party platforms may experience outages;
Downtime may occur due to factors outside MauTech’s control;
Maintenance, provider updates, or network issues may cause temporary unavailability;
MauTech does not warrant 100% uptime under any circumstances.
Service availability is offered on a commercially reasonable efforts basis only.
23.2 No Guarantee of Delivery (SMS, Email, Voice, Chat)
Client acknowledges that message delivery is dependent on:
carrier networks;
spam filtering;
regulatory frameworks;
end-user device conditions;
telecommunication congestion;
email deliverability factors;
third-party downtime;
IP reputation;
carrier blocking behavior.
MauTech does not guarantee the delivery, receipt, timing, accuracy, sequencing, routing, or successful completion of:
SMS messages
Emails
Voice calls
AI-generated responses
Chat messages
Client assumes full risk of failed, delayed, or misdirected communications.
23.3 No Guarantee of Leads, Revenue, Business Outcomes, or Performance
Client understands and agrees that MauTech provides software only and does not guarantee:
leads
customers
appointments
revenue
ROI
business growth
performance improvements
customer satisfaction outcomes
conversion rate increases
All commercial outcomes are entirely outside MauTech’s control.
23.4 No Liability for Third-Party Platforms
Client acknowledges that MauTech relies heavily on Third-Party Platforms (GHL, Twilio, Mailgun, OpenAI, Stripe, etc.).
MauTech is not liable for:
outages
failures
policy changes
API limitations
delivery issues
algorithm updates
model changes
carrier restrictions
integrations failing
pricing changes by Sub-Processors
Client’s sole remedy for third-party failures is to stop using the Services.
ARTICLE 24. CLIENT RESPONSIBILITY FOR CONFIGURATIONS, WORKFLOWS, AND INPUTS
24.1 Client Responsible for Workflow Logic
All behavior of Axel AI, MauTech Voice Assistant, and all automations is the direct result of:
Client configurations;
Client logic flows;
Client prompts;
Client settings;
Client data inputs;
Client mapping rules;
Client business logic.
Client bears exclusive responsibility for verifying correctness, legality, and suitability of such configurations.
24.2 Client Responsible for Reviewing Output
Client must:
monitor AI Output
audit workflows
review conversations
correct errors
adjust configurations
verify booking accuracy
ensure compliance with all applicable laws
Client’s failure to supervise does not transfer liability to MauTech.
24.3 Client Responsible for Consent, Opt-In, and Compliance
Client is solely responsible for:
obtaining all legally required opt-ins
consent for SMS, email, and voice calls
TCPA compliance
carrier compliance
CAN-SPAM compliance
GDPR/CPRA privacy obligations
all marketing law compliance
MauTech assumes zero liability for Client’s failure to maintain compliant practices.
ARTICLE 25. AI SYSTEMS, OUTPUT LIMITATIONS, NON-DETERMINISTIC BEHAVIOR
25.1 No Guarantee of Accuracy or Reliability of AI Output
Client acknowledges and agrees that:
All AI systems provided through the Services, including Axel AI and MauTech Voice Assistant, are non-deterministic and may generate inconsistent, inaccurate, incomplete, misleading, false, harmful, biased, offensive, or commercially damaging outputs.
MauTech does not represent, warrant, or guarantee that any AI Output:
is correct,
is suitable for any purpose,
complies with law,
reflects Client’s intent,
properly interprets user queries,
generates appropriate responses,
provides accurate estimates, bookings, or assessments,
does not hallucinate.
Client bears full responsibility for verifying AI Output prior to relying on it.
25.2 AI Output Not Professional Advice
Client acknowledges that AI Output does not constitute:
legal advice,
medical advice,
mechanical or repair expertise,
financial advice,
safety-critical recommendations,
professional guidance of any kind.
Client agrees that AI Output cannot be relied upon as a substitute for professional judgment, inspection, diagnosis, or assessment.
MauTech expressly disclaims ANY liability arising from Client treating AI Output as authoritative.
25.3 AI Output Generated Based on Client Inputs
All AI Output, including any automated responses, estimates, booking logic, decision flows, or suggested actions, is generated based on:
Client configurations,
Client prompts,
Client instructions,
Client-approved workflows,
Client data,
Client content,
Client training information,
integrated third-party systems.
Therefore:
AI actions = Client actions.
AI mistakes = Client responsibility.
25.4 Client Must Supervise and Review AI Behavior
Client agrees to:
actively monitor AI Output,
regularly audit performance,
correct errors immediately,
adjust workflows as needed,
implement human review processes where necessary.
Failure to supervise AI is solely Client’s risk.
25.5 No Liability for AI Misinterpretation
MauTech shall not be liable for:
incorrect responses,
misinterpretations of natural language,
inaccurate classification of messages,
wrong routing,
failure to recognize intent,
hallucinations or fabricated information,
incomplete or incoherent responses,
mis-tagged inquiries,
incorrect booking outcomes.
25.6 No Guarantee AI Will Follow Client Instructions
Client understands that AI systems may:
fail to follow exact instructions,
misapply rules,
override expectations,
interpret prompts differently than intended,
behave inconsistently after model updates,
react to ambiguous or unclear inputs unpredictably.
Client assumes all risks from such deviations.
ARTICLE 26. CLIENT RESPONSIBILITY FOR CONFIGURATION, WORKFLOWS, AND AUTOMATIONS
26.1 Client Solely Responsible for Configuration
Client is fully and exclusively responsible for:
setup,
workflows,
rules,
tagging systems,
funnels,
integrations,
phone number configuration,
consent flows,
email/SMS templates,
call forwarding logic,
automations,
triggers,
custom code,
decision trees,
booking logic,
business hours configurations.
Any error in configuration = Client liability.
26.2 Misconfiguration Is Not a MauTech Error
Client acknowledges that:
misconfigured workflows,
incorrect automations,
faulty triggers,
incorrect logic conditions,
broken sequences,
invalid CRM fields,
mapping errors,
routing errors,
… ARE NOT considered defects in the Services.
These are purely Client implementation errors, even if Client received general guidance from MauTech support.
26.3 Client Responsible for All Communications Sent Through the Services
Regardless of cause, Client is responsible for ALL:
SMS,
emails,
calls,
AI responses,
follow-up messages,
automations,
outreach sequences.
This applies even when:
AI generated the content,
a workflow was triggered unexpectedly,
a misconfiguration caused unintended messages.
Client bears unlimited responsibility for regulatory, financial, or reputational harm.
26.4 No Duty for MauTech to Monitor Client’s Use
MauTech has no obligation to:
monitor Client behavior,
supervise compliance,
enforce legal standards,
review templates,
audit automations,
check workflows,
evaluate content legality,
verify consent validity.
Client waives any claim alleging MauTech should have detected or prevented misuse.
ARTICLE 27. AUTOMATED DECISION-MAKING AND REGULATORY RESPONSIBILITY
27.1 Client Responsible for Regulatory Disclosures
If automated decision-making involving End Users triggers legal obligations under GDPR, CPRA, PIPEDA, or other frameworks:
Client — not MauTech — is solely responsible for:
providing required notices,
obtaining required consents,
enabling opt-outs,
satisfying transparency obligations,
managing data subject rights.
27.2 No Guarantee of Compliance by Default
MauTech does not guarantee that:
AI workflows,
automated decision-making,
routing logic,
classification logic,
booking logic,
… comply with any specific regulation.
Compliance is entirely Client’s burden.
27.3 Automated Decisions Are Under Client Control
Any automated outcome—such as:
booking acceptance or rejection,
appointment types offered,
estimated costs,
routing to specific staff,
call handling behavior,
follow-up workflows,
… is strictly attributable to Client.
MauTech bears no liability for outcomes.
ARTICLE 28. PROHIBITED USES AND HIGH-RISK RESTRICTIONS
28.1 Strict Prohibition on High-Risk Use Cases
Client is prohibited from using the Services for:
emergency services,
life-support systems,
medical triage or diagnosis,
critical infrastructure control,
aviation, navigation, or transportation safety,
hazardous industry operations,
legal or regulatory advice,
creditworthiness decisions,
hiring or employment decisions,
tenant screening,
financial decisions affecting individuals,
health, safety, or well-being assessments.
Any violation voids all warranties and indemnifications.
28.2 Prohibition on Misleading or Harmful AI Use
Client shall not use AI to:
impersonate professionals,
give expert guidance,
produce false claims,
generate deceptive content,
manipulate End Users,
violate consumer protection laws,
violate telemarketing laws.
Client assumes all liability for any misuse.
28.3 No Use in Regulated Industries Without Legal Review
If Client operates in a regulated industry (e.g., healthcare, finance, automotive safety, legal services), Client must:
obtain independent legal counsel,
implement additional compliance controls,
supervise AI accordingly.
Failure to obtain compliance review = Client liability.
28.4 Immediate Termination for High-Risk Violations
MauTech may suspend or terminate access immediately, without notice or refund, if Client engages in any prohibited or high-risk use.
ARTICLE 29. FEES AND PAYMENT OBLIGATIONS
29.1 Client’s Absolute Payment Obligation
Client agrees to pay all Fees, charges, taxes, overages, usage-based costs, telecom costs, AI costs, or any other amounts incurred under this Agreement, regardless of:
actual usage;
satisfaction with the Services;
configuration success or failure;
third-party outages;
downtime;
delays in onboarding;
carrier filtering or routing issues;
changes in personnel or business strategy;
results, conversions, revenue, or performance;
AI Output accuracy or quality;
any internal or external business disruption.
Client’s payment obligation is unconditional, irrevocable, and non-contingent.
Client may not offset, deduct, withhold, or reduce any Fees for any reason.
29.2 Setup Fees Are Non-Refundable
All setup fees, onboarding fees, installation fees, implementation fees, configuration fees, or initial activation charges are:
due immediately;
earned in full upon payment;
non-cancelable;
non-refundable under all circumstances;
not dependent on the length of onboarding or configuration.
Client acknowledges that setup fees cover the initial work, provisioning, system activation, AI configuration, and resource allocation, and therefore cannot be refunded.
29.3 Recurring Subscription Fees
All recurring subscription Fees are:
billed automatically at the start of each Billing Cycle;
due in full regardless of usage;
non-refundable;
automatically renewed until terminated in accordance with this Agreement;
not subject to proration upon cancellation.
Client authorizes MauTech to automatically charge all applicable Fees to Client’s payment method without further approval.
29.4 Automatic Renewal
Unless expressly terminated in accordance with Article 21:
all subscriptions automatically renew for successive Billing Cycles;
pricing terms continue unchanged unless adjusted pursuant to Article 19;
Client remains fully responsible for all renewal charges.
Failure to cancel constitutes acceptance of renewal Fees.
29.5 Accepted Payment Methods
Client must maintain an active, valid:
credit card,
debit card,
ACH/bank account,
or other approved payment instrument
… for the entire duration of the Subscription Term.
Client authorizes MauTech and its payment processor(s) to:
store payment credentials;
automatically initiate recurring transactions;
reattempt failed charges;
update card information using network updater services;
bill for overages and additional usage.
Client waives any claim related to storage or re-attempts initiated by MauTech or its processors.
ARTICLE 30. NON-REFUNDABILITY AND CHARGEBACK RULES
30.1 No Refunds Under Any Circumstance
Except in the case of verified duplicate billing, no Fees are refundable, including but not limited to:
setup fees
subscription fees
usage fees
telecommunication costs
AI costs
call minutes
carrier charges
inbound/outbound SMS
email send costs
add-on modules
overages
yearly subscriptions
prepayments
Under no circumstance shall Client receive a refund for any portion of Fees.
30.2 Chargebacks Are Strictly Prohibited
If Client initiates a chargeback, payment dispute, or reversal:
Client immediately breaches this Agreement;
access to Services may be suspended or terminated;
MauTech may submit evidence to the payment processor and court;
Client shall be responsible for all dispute fees, penalties, administrative costs, and legal fees incurred by MauTech.
MauTech reserves the right to report repeated chargeback attempts to credit bureaus, payment processors, or fraud monitoring networks.
30.3 Duplicate Billing Refund Policy
The only scenario in which a refund will be issued is:
verified duplicate billing for the identical charge
confirmed by MauTech’s internal transaction logs
Refunds are issued only at MauTech’s sole discretion.
ARTICLE 31. BILLING CYCLES, FAILED PAYMENTS, AND SUSPENSION
31.1 Billing Cycle Commencement
Billing begins:
immediately upon purchase of a setup fee;
or, if no setup fee applies, immediately upon first access to the Services;
regardless of onboarding completion or Client configuration progress.
31.2 Payment Failures
If any payment is declined, fails, expires, reverses, or is rejected:
MauTech may immediately suspend access to the Services without notice;
reattempt charges multiple times automatically;
apply late fees;
accelerate all Fees owed under the entire Subscription Term;
pursue collections;
terminate Services for cause.
Client remains responsible for all Fees notwithstanding any suspension.
31.3 Suspension for Non-Payment
Suspension of Services due to non-payment:
does not relieve Client of payment obligations;
does not toll or pause the Subscription Term;
does not entitle Client to refunds or credits;
may result in permanent data loss, which Client accepts at its sole risk.
31.4 Reactivation After Suspension
If suspended, reactivation may require:
payment of all outstanding Fees;
payment of reactivation fees;
updated billing information;
identity verification;
a new setup or onboarding process.
Reactivation is not guaranteed.
ARTICLE 32. TAXES AND GOVERNMENTAL FEES
32.1 Client Responsible for All Taxes
All Fees are exclusive of:
sales tax
VAT
GST
telecom taxes
excise taxes
withholding taxes
regulatory fees
carrier surcharges
Client must pay all applicable taxes and indemnify MauTech from any tax liability arising from Client’s use of the Services.
32.2 No Tax Withholding Permitted
Client shall not:
withhold taxes
offset taxes
reduce payments due to tax obligations
If withholding is required by law, Client must gross-up the Fees so that MauTech receives the full amount owed.
ARTICLE 33. PRICE CHANGES, Overage Fees, and Usage-Based Costs
33.1 Price Adjustments
MauTech may adjust pricing at any time by:
updating its pricing page;
notifying Client via email;
issuing updated Order Forms;
publishing new subscription tiers.
New pricing becomes effective:
immediately for new purchases;
upon the next Billing Cycle for existing subscriptions.
Client waives any right to dispute price adjustments.
33.2 Usage-Based Fees
Certain Services incur usage-based charges, including but not limited to:
AI usage
SMS send/receive
voice minutes
telecommunication routing
carrier surcharges
bandwidth costs
API overages
storage or data-processing overages
Client is solely responsible for monitoring usage; MauTech has no duty to warn or limit usage before billing applies.
33.3 Overage Fees
If Client exceeds included limits, MauTech may charge:
per-unit overages;
bandwidth surcharges;
per-message or per-minute fees;
per-API call fees;
temporary resource expansion charges.
Overages are final, non-refundable, and billed automatically.
33.4 No Obligation to Cap Usage
MauTech is not obligated to:
stop Client from overspending
prevent high usage
throttle usage to protect Client from financial exposure
notify Client of projected overages
Client accepts full financial responsibility for all usage, intended or unintended.
ARTICLE 34. BILLING DISPUTES
34.1 Notification Requirement
Client must notify MauTech in writing of any billing dispute within five (5) days of the charge.
Failure to do so constitutes permanent waiver of the dispute.
34.2 Evidence Burden
Client bears the full burden of proof for any dispute.
MauTech’s internal transaction logs, system logs, and billing records shall be deemed authoritative, accurate, and final.
34.3 No Dispute Grounds
The following shall not constitute valid grounds for a billing dispute:
dissatisfaction with AI Output
third-party outages
reduced business activity
configuration difficulty
employee turnover
system changes
workflow errors
failure to monitor usage
misunderstanding of Fees
customer churn
business insolvency
ARTICLE 35. FEES AND PAYMENT TERMS
35.1 Fees Are Due in Full; No Right to Withhold
Client agrees that all fees, including setup fees, subscription fees, usage fees, and any additional service charges (“Fees”), are:
due and payable in full
non-contingent
non-cancellable
owed regardless of actual usage
not subject to withholding, offset, or reduction
No portion of the Services may be withheld by Client due to dissatisfaction, configuration difficulty, AI Output errors, third-party outages, or any other circumstance.
35.2 Setup Fees Are Mandatory and Non-Refundable
All setup fees—including but not limited to implementations, onboarding, integration work, data preparation, workflow construction, AI configuration, or account creation—are:
one-time payments
non-refundable under any circumstances
not tied to performance metrics
not tied to feature availability
earned upon receipt
Client expressly waives any claim asserting that setup work was incomplete, insufficient, or otherwise inadequate.
35.3 Subscription Fees Begin Immediately
Subscription billing commences:
on the date Client pays the setup fee, or
on any earlier date Client gains access to the Services
Whichever occurs first.
The first billing cycle begins immediately, not after implementation or onboarding.
35.4 Recurring Billing and Automatic Renewal
All subscriptions renew automatically at the end of each Billing Cycle unless:
Client provides written notice of non-renewal at least 30 days prior to the renewal date; and
All outstanding balances are fully paid.
Failure to provide timely notice results in automatic renewal for the full next Billing Cycle.
35.5 No Refunds Under Any Circumstances
Except in cases of proven duplicate payment:
MauTech provides zero refunds.
This includes, without limitation:
unused Services
dissatisfaction with AI Output
poor lead quality
low engagement
third-party outages
misconfiguration by Client
misunderstanding of functionality
failure to achieve business outcomes
early termination by Client
accidental purchases
perceived lack of ROI
Client irrevocably waives all rights to refunds, chargebacks, or payment reversals.
35.6 Chargebacks Strictly Prohibited
In the event Client initiates a chargeback, payment dispute, or reversal:
Client shall be considered in material breach of this Agreement;
MauTech may immediately suspend or terminate Services;
Client agrees to pay:
the disputed amount,
a $250 administrative fee,
any chargeback penalties assessed by payment processors,
all collection costs,
all attorney’s fees associated with enforcing payment.
Chargeback attempts are treated as intentional fraud.
35.7 Payment Methods
Client authorizes MauTech to charge, without limitation:
credit cards
debit cards
ACH/bank transfer
Stripe
any payment instrument provided
updated or replacement payment methods supplied by Client or automatically updated via Stripe
Client is responsible for maintaining valid payment information at all times.
35.8 Late Payment Consequences
If any payment is past due:
Interest accrues at 1.5% per month or the highest rate allowed by law
MauTech may suspend Services immediately
MauTech may withhold data, access, workflows, and AI configurations
Additional reactivation fees may apply
Client is liable for all costs associated with collection
Suspension does not pause or eliminate billing obligations.
35.9 Taxes and Regulatory Fees
All Fees are exclusive of taxes.
Client agrees to pay:
VAT
sales tax
telecom fees
regulatory surcharges
compliance fees
carrier-imposed fees
any applicable governmental assessments
MauTech may add such taxes to invoices without notice.
35.10 Fee Changes
MauTech may modify pricing at any time by:
posting updated pricing, or
providing notice to Client
Fee changes apply:
immediately to all new subscriptions
upon the next renewal for existing subscriptions
earlier if required by law or third-party pricing changes (e.g., Twilio, Mailgun, OpenAI)
Client waives all objections to fee adjustments.
ARTICLE 36. BILLING DISPUTES AND VERIFICATION
36.1 Billing Records Are Final
MauTech’s billing logs, usage records, timestamps, message counts, AI consumption metrics, and system-generated billing data:
are presumed accurate
constitute binding evidence
override any conflicting data
Client bears the full burden of disproving such records.
36.2 Deadline for Billing Disputes
Any billing dispute must be submitted:
within 7 days of the invoice date
in written form
with sufficient supporting documentation
Failure to dispute within 7 days constitutes irrevocable acceptance of the invoice.
36.3 No Suspension of Payment During Dispute
Client must continue paying all Fees while a dispute is under review.
Non-payment is considered breach regardless of the dispute’s outcome.
36.4 Overages and Usage-Based Charges
Client is responsible for all usage-based fees, including:
SMS charges
outbound calling
AI token consumption
email credits
carrier surcharges
number rental
LLM usage
Client agrees that:
usage may exceed estimates
overages are billable
usage data is binding and not disputable
ARTICLE 37. TERM, NON-CANCELLATION, AND FINANCIAL COMMITMENT
37.1 Subscription Term Is Binding
Client agrees that Subscription Terms are:
fixed
binding
non-cancellable
owed in full regardless of usage
Client cannot terminate early to avoid payment.
37.2 Cancellation Requirements
To cancel, Client must:
Submit written notice to MauTech via official support channels;
Receive acknowledgment of receipt;
Pay all outstanding balances;
Remain responsible for fees through the end of the current Billing Cycle.
Cancellation is not effective until all steps above are completed.
37.3 Effect of Termination
Upon termination:
all Fees remain owed
no refunds are granted
reactivation may require additional setup fees
MauTech may permanently delete Client data
Client forfeits all rights to AI configurations, workflows, and integrations
37.4 Survival of Financial Obligations
The following survive termination:
all unpaid Fees
all indemnification obligations
all late fees
all collection rights
all payment obligations through the end of the term
Termination does not relieve Client of any past or future payment obligations.
ARTICLE 38. PAYMENT SECURITY AND FRAUD PREVENTION
38.1 Payment Verification
MauTech may require identity or account verification for any transaction, including:
government-issued ID
business registration
proof of address
authorization letters
additional documentation
Failure to comply may result in suspension.
38.2 Fraudulent or Unauthorized Use
If MauTech suspects fraudulent, unauthorized, or risky payment activity:
Services may be suspended immediately
All outstanding Fees become due
Client may be referred to law enforcement
MauTech may share relevant data with payment processors or regulators
Client may incur additional security fees
38.3 No Circumvention
Client shall not:
attempt to bypass billing systems
avoid usage fees
manipulate AI to reduce billable events
create new accounts to evade overdue balances
use alternative contacts or identities to avoid payment obligations
Violations constitute material breach.
ARTICLE 39. WARRANTY DISCLAIMERS
39.1 Services Provided “As Is” and “As Available”
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING BUT NOT LIMITED TO AXEL AI, MAUTECH VOICE ASSISTANT, MAUTECH GROWTH SYSTEM, ALL AI OUTPUT, ALL AUTOMATIONS, ALL INTEGRATIONS, AND ALL THIRD-PARTY PLATFORM INTERFACES, ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
MAUTECH EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
ANY IMPLIED WARRANTY OF MERCHANTABILITY;
ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
ANY IMPLIED WARRANTY OF TITLE OR NON-INFRINGEMENT;
ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
ANY WARRANTY THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE;
ANY WARRANTY THAT AI OUTPUT OR AUTOMATED DECISIONS WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR USE.
CLIENT ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTY, REPRESENTATION, STATEMENT, OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
39.2 No Warranty on AI Output, Automated Decisions, or Estimates
WITHOUT LIMITING THE FOREGOING, MAUTECH MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE WHATSOEVER WITH RESPECT TO:
ANY AI OUTPUT GENERATED BY AXEL AI, MAUTECH VOICE ASSISTANT, OR ANY OTHER AI OR ML COMPONENT;
ANY ESTIMATES, RECOMMENDATIONS, OR SUGGESTED ACTIONS GENERATED BY THE SERVICES;
ANY AUTOMATED DECISION-MAKING, CLASSIFICATIONS, OR ROUTING;
ANY INTERPRETATION OF CUSTOMER INPUTS OR END USER CONTENT;
ANY PREDICTIONS, ANALYTICS, OR INSIGHTS PRODUCED BY THE SERVICES.
CLIENT UNDERSTANDS AND AGREES THAT AI SYSTEMS ARE PROBABILISTIC AND NON-DETERMINISTIC, AND MAY PRODUCE ERRONEOUS, MISLEADING, INCOMPLETE, OR OFFENSIVE OUTPUT. THE ENTIRE RISK AS TO THE QUALITY, SUITABILITY, AND ACCURACY OF AI OUTPUT RESIDES SOLELY WITH CLIENT.
39.3 No Warranty of Results, Business Outcomes, or Profit
MAUTECH DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT:
CLIENT WILL OBTAIN ANY PARTICULAR BUSINESS RESULT;
CLIENT WILL RECEIVE ANY MINIMUM NUMBER OR QUALITY OF LEADS;
CLIENT’S REVENUE, BOOKINGS, OR REVIEWS WILL INCREASE;
END USERS WILL RESPOND FAVORABLY TO COMMUNICATIONS;
ANY CAMPAIGN, AUTOMATION, OR WORKFLOW WILL ACHIEVE ANY SPECIFIC GOAL.
ANY STATEMENTS REGARDING PERFORMANCE, RESULTS, OR OUTCOMES (WHETHER IN MARKETING MATERIALS, SALES CALLS, DEMOS, OR OTHERWISE) ARE EXPRESSLY NON-BINDING, “AS-IS,” AND FOR ILLUSTRATIVE PURPOSES ONLY.
39.4 No Warranty for Third-Party Platforms or Infrastructure
MAUTECH MAKES NO WARRANTIES OF ANY KIND REGARDING:
GOHIGHLEVEL (GHL);
TWILIO;
MAILGUN;
OPENAI;
STRIPE;
ANY CLOUD, HOSTING, OR CDN PROVIDER;
ANY CARRIER, TELECOM, OR NETWORK PROVIDER;
ANY OTHER THIRD-PARTY PLATFORM, API, OR SERVICE.
CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ISSUES ARISING FROM THIRD-PARTY SERVICES IS AGAINST SUCH THIRD PARTY AND NOT AGAINST MAUTECH.
39.5 High-Risk Use Disclaimer
THE SERVICES ARE NOT DESIGNED OR INTENDED FOR USE IN HIGH-RISK ENVIRONMENTS, INCLUDING BUT NOT LIMITED TO:
EMERGENCY RESPONSE;
MEDICAL DIAGNOSIS OR TREATMENT;
LIFE-SUPPORT SYSTEMS;
SAFETY-CRITICAL OPERATIONS;
ANY USE WHERE FAILURE COULD RESULT IN DEATH, PERSONAL INJURY, OR SUBSTANTIAL PROPERTY DAMAGE.
ANY SUCH USE IS STRICTLY PROHIBITED, AND CLIENT ASSUMES ALL LIABILITY FOR ANY VIOLATION OF THIS PROHIBITION.
ARTICLE 40. LIMITATION OF LIABILITY
40.1 Exclusion of Certain Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAUTECH, ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR SUB-PROCESSORS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY:
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY;
LOSS OF GOODWILL OR REPUTATION;
LOSS OF DATA OR CORRUPTION OF DATA;
BUSINESS INTERRUPTION OR DOWNTIME;
COST OF SUBSTITUTE GOODS OR SERVICES;
LOSS RESULTING FROM AI OUTPUT, MISROUTED MESSAGES, OR INCORRECT AUTOMATIONS;
LOSS ARISING FROM THIRD-PARTY PLATFORM FAILURES OR TELECOM ISSUES;
REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), EVEN IF MAUTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE.
40.2 Aggregate Liability Cap
SUBJECT TO ANY NON-EXCLUDABLE RIGHTS UNDER APPLICABLE LAW, MAUTECH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, AI OUTPUT, OR ANY OTHER BREACH OR CLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED:
THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO MAUTECH UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IF CLIENT HAS NOT PAID ANY FEES DURING SUCH PERIOD, MAUTECH’S TOTAL LIABILITY SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (USD $100).
40.3 Allocation of Risk
CLIENT ACKNOWLEDGES THAT:
THE FEES CHARGED BY MAUTECH REFLECT THIS ALLOCATION OF RISK;
THE LIABILITY CAP SET FORTH HEREIN IS FUNDAMENTAL TO THE BARGAIN BETWEEN THE PARTIES;
IN THE ABSENCE OF SUCH LIMITATIONS, THE ECONOMIC TERMS OF THE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
CLIENT AGREES NOT TO CONTEST THE VALIDITY OR ENFORCEABILITY OF THIS LIMITATION OF LIABILITY.
40.4 Additional Exclusions
WITHOUT LIMITING THE ABOVE, MAUTECH SHALL HAVE NO LIABILITY WHATSOEVER FOR DAMAGES OR LOSSES ARISING FROM:
CLIENT’S VIOLATION OF ANY LAW, REGULATION, OR THIRD-PARTY TERMS;
CLIENT’S FAILURE TO OBTAIN OR DOCUMENT CONSENT FROM END USERS;
CLIENT’S MISCONFIGURATION OR MISUSE OF WORKFLOWS, AUTOMATIONS, OR AI SETTINGS;
CLIENT’S FAILURE TO REVIEW OR CORRECT AI OUTPUT;
HIGH-RISK USES OF AI OR AUTOMATIONS CONTRARY TO THIS AGREEMENT;
CLIENT’S FAILURE TO IMPLEMENT SECURITY BEST PRACTICES;
ANY CLAIM ASSERTED BY END USERS AGAINST CLIENT RELATING TO CLIENT’S BUSINESS, PRODUCTS, OR SERVICES.
40.5 Time Limit for Claims
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE BROUGHT WITHIN:
TWELVE (12) MONTHS
FROM THE DATE THE CLAIM FIRST AROSE, OR SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.
ARTICLE 41. INDEMNIFICATION BY CLIENT
41.1 Scope of Indemnity
CLIENT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS MAUTECH, ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AND SUB-PROCESSORS (COLLECTIVELY, THE “MAUTECH INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, INVESTIGATIONS, REGULATORY PROCEEDINGS, DAMAGES, LOSSES, LIABILITIES, JUDGMENTS, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO:
CLIENT’S USE OR MISUSE OF THE SERVICES;
CLIENT’S VIOLATION OF ANY LAW, REGULATION, OR INDUSTRY STANDARD, INCLUDING BUT NOT LIMITED TO TELEMARKETING, TCPA, CASL, GDPR, CPRA, OR OTHER PRIVACY/COMMUNICATION LAWS;
CLIENT’S FAILURE TO OBTAIN VALID CONSENT FOR SMS, EMAIL, OR VOICE COMMUNICATIONS;
CLIENT’S CONTENT, INCLUDING ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, DEFAMATION, OR VIOLATION OF PRIVACY OR PUBLICITY RIGHTS;
ANY CLAIM BY AN END USER, CUSTOMER, OR THIRD PARTY AGAINST MAUTECH ARISING FROM CLIENT’S PRODUCTS, SERVICES, OR BUSINESS PRACTICES;
CLIENT’S CONFIGURATION, PROMPTS, WORKFLOWS, SCRIPTS, OR AUTOMATIONS RESULTING IN HARMFUL OR ILLEGAL COMMUNICATIONS;
ANY MISUSE OR ABUSE OF AI OUTPUT OR AUTOMATED DECISIONS;
ANY BREACH BY CLIENT OF THIS AGREEMENT OR THE DPA.
41.2 Indemnification Procedure
MauTech shall:
Provide Client with prompt written notice of any claim for which indemnification is sought (provided that failure to give prompt notice shall not relieve Client of its obligations except to the extent prejudiced);
Allow Client sole control of the defense and settlement of such claim, provided that:
Any settlement fully and unconditionally releases all MauTech Indemnified Parties; and
No settlement imposes any admission of liability, injunction, or non-monetary obligation on MauTech without MauTech’s prior written consent;
Provide reasonable cooperation at Client’s expense.
If Client fails to assume the defense of any such claim, MauTech may defend the claim at Client’s cost, and Client shall still be bound by any good faith settlement reached.
ARTICLE 42. LIMITED INDEMNIFICATION BY MAUTECH
42.1 IP Infringement Indemnity (Limited)
Subject to the limitations in this Agreement, MauTech shall defend Client against any third-party claim alleging that the core, unmodified Services (excluding Client Content, third-party integrations, configurations, or Instructions) directly infringe a valid, enforceable intellectual property right, and shall pay any final judgment or settlement amounts solely attributable to such claim.
This indemnity shall not apply where the alleged infringement arises from:
Client Content or data;
Client’s instructions, prompts, workflows, or configurations;
Third-party platforms, APIs, or services;
Use of the Services in combination with other products or systems;
Use of the Services in violation of this Agreement;
Modifications made by or for Client without MauTech’s written approval.
42.2 Exclusive Remedies for IP Claims
In the event of a covered IP infringement claim, MauTech may, at its sole option and expense:
Modify the Services to be non-infringing;
Replace the Services with functionally equivalent non-infringing services;
Obtain a license for Client’s continued use; or
If none of the above are commercially reasonable, terminate the impacted portion of the Services and refund prepaid, unused Fees for such portion as of the effective date of termination.
THE FOREGOING CONSTITUTES CLIENT’S SOLE AND EXCLUSIVE REMEDY AND MAUTECH’S ENTIRE LIABILITY FOR ANY ALLEGED OR ACTUAL INFRINGEMENT.
ARTICLE 43. EXCLUSIVE REMEDIES AND NATURE OF RELIEF
43.1 Exclusive Monetary Remedy
EXCEPT FOR CLIENT’S PAYMENT OBLIGATIONS AND CLIENT’S INDEMNITY OBLIGATIONS, THE PARTIES AGREE THAT:
CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM RELATING TO THE SERVICES OR THIS AGREEMENT SHALL BE MONETARY DAMAGES SUBJECT TO THE LIMITATIONS SET FORTH HEREIN.
CLIENT WAIVES ANY RIGHT TO SEEK:
SPECIFIC PERFORMANCE;
INJUNCTIVE RELIEF AGAINST OPERATION OF THE SERVICES (EXCEPT FOR IP MISUSE OF CLIENT’S OWN DATA);
RESCISSION;
ANY FORM OF EQUITABLE RELIEF THAT WOULD RESTRICT MAUTECH’S ABILITY TO PROVIDE SERVICES TO OTHER CLIENTS.
43.2 No Class Actions or Representative Actions
CLIENT AGREES THAT ANY CLAIMS SHALL BE BROUGHT INDIVIDUALLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION.
43.3 Survival
ALL PROVISIONS OF THIS SECTION ON WARRANTIES, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION — INCLUDING WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY, AND INDEMNIFICATION OBLIGATIONS — SHALL SURVIVE:
TERMINATION OR EXPIRATION OF THIS AGREEMENT;
SUSPENSION OR DISCONTINUATION OF SERVICES;
ANY ASSIGNMENT OR TRANSFER OF THIS AGREEMENT;
ANY BANKRUPTCY, INSOLVENCY, OR RESTRUCTURING PROCEEDING.
ARTICLE 44.1 – OWNERSHIP OF MAUTECH INTELLECTUAL PROPERTY
44.1.1 MauTech Intellectual Property
As between MauTech and Client, MauTech exclusively owns and shall retain all right, title, and interest (including all intellectual property rights) in and to:
the Services in their entirety;
all underlying software, source code, object code, algorithms, models, prompts, embeddings, system instructions, architecture, data structures, schemas, workflows, templates, configurations, dashboards, and interfaces;
Axel AI, MauTech Voice Assistant, MauTech Growth System, and any other AI or automation technology used or made available by MauTech;
all updates, modifications, enhancements, derivative works, improvements, customizations, patches, bug fixes, and extensions to the Services, whether suggested by Client or not;
any anonymized or aggregated Usage Data;
all documentation, training materials, technical specifications, onboarding processes, standard operating procedures, best-practice libraries, and internal playbooks;
all trade secrets, know-how, methodologies, and processes developed or used by MauTech in connection with the Services.
No ownership rights in any MauTech Intellectual Property are granted or transferred to Client under this Agreement, except for the limited license rights expressly set forth in this DEL 5A.
44.1.2 No Implied Transfer or Assignment
Nothing in this Agreement, nor any access, configuration, onboarding, support interaction, or use of the Services, shall be construed as:
transferring any ownership interest in MauTech Intellectual Property;
assigning any patent, copyright, trade secret, or trademark rights; or
granting any right or license by implication, estoppel, or otherwise, except as explicitly set forth herein.
Any purported assignment or transfer of MauTech Intellectual Property by Client shall be null, void, and of no legal effect.
ARTICLE 44.2 – CLIENT CONTENT AND LIMITED LICENSE TO MAUTECH
44.2.1 Ownership of Client Content
As between the Parties, Client retains all right, title, and interest in and to all Client Content, including:
business information, service offerings, and pricing that Client inputs;
customer lists, leads, contact information, and CRM records provided or imported by Client;
any scripts, prompts, templates, or business-specific instructions authored by Client;
any media, text, or other materials uploaded or provided by Client for use with the Services.
MauTech does not claim ownership of raw Client Content, subject to the licenses granted in this Article 44.
44.2.2 License from Client to MauTech
Client hereby grants MauTech a non-exclusive, worldwide, transferable, sublicensable, irrevocable, royalty-free license to:
host, store, reproduce, display, process, transmit, and otherwise use Client Content as necessary to provide, secure, maintain, support, and improve the Services;
generate AI Output based on Client Content and Instructions;
create anonymized or aggregated data derived from Client Content and usage of the Services, for purposes including analytics, optimization, product development, security monitoring, and benchmarking, provided such data does not identify Client or End Users;
use Client’s name, logos, and marks solely as reasonably necessary to identify Client within the Services and for internal reference, unless otherwise agreed in writing.
This license survives termination of the Agreement to the extent necessary for:
compliance with law,
enforcement of rights,
maintenance of audit logs and records,
and operation of backup and archival systems.
44.2.3 Client Responsibility for Client Content
Client is solely and exclusively responsible for:
ensuring that Client has all rights, permissions, and consents necessary to provide Client Content to MauTech and to grant the license in Section 5A.2.2;
ensuring that Client Content does not infringe any third-party intellectual property right, privacy right, publicity right, or other proprietary right;
the legality, accuracy, completeness, and integrity of Client Content;
promptly correcting any errors or inaccuracies in Client Content;
configuring workflows, prompts, and automations such that the resulting processing of Client Content complies with all applicable laws and regulations.
MauTech shall have no obligation to monitor Client Content and assumes no liability arising from Client Content.
ARTICLE 44.3 – AI OUTPUT AND RELATED RIGHTS
44.3.1 Ownership of Systems vs. AI Output
Client acknowledges and agrees that:
MauTech retains all rights to the underlying AI systems, models, parameters, prompts, embeddings, and infrastructure that generate AI Output;
the AI Output is generated as a result of Client’s Instructions, Client Content, and use of the Services;
subject to Client’s compliance with this Agreement and applicable law, Client may use the AI Output for Client’s legitimate internal business purposes.
No rights in the underlying AI systems are granted to Client by virtue of any AI Output.
44.3.2 No Guarantee of Originality or Non-Infringement
Client understands and agrees that:
AI Output may not be unique and may be similar or identical to content generated for other clients or third parties;
MauTech does not and cannot guarantee that AI Output does not infringe third-party intellectual property rights;
Client is solely responsible for reviewing AI Output and ensuring that the use, publication, or further processing of AI Output complies with all applicable laws and does not infringe any third-party rights.
Client shall indemnify and hold MauTech harmless from any claim arising from Client’s use of AI Output, including IP or content-related disputes.
44.3.3 Restrictions on Use of AI Output
Client may not:
use AI Output to train, develop, or improve any competing AI model, conversational agent, or automation system;
represent AI Output as factual, accurate, or professionally verified without independent validation;
use AI Output to generate or disseminate content that is illegal, defamatory, deceptive, infringing, or otherwise violative of third-party rights or applicable law;
remove any attribution, disclaimers, or notices reasonably required by MauTech in connection with AI Output.
All use of AI Output is at Client’s sole risk.
ARTICLE 44.4 – LICENSE GRANT TO CLIENT AND SCOPE OF USE
44.4.1 Limited License to Use Services
Subject to Client’s full and ongoing compliance with this Agreement and timely payment of all Fees, MauTech grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable Subscription Term to:
access and use the Services solely for Client’s own internal business purposes;
permit Authorized Users to use the Services on Client’s behalf;
configure and operate features of the Services within the bounds of permitted use.
Any use of the Services beyond this limited license is strictly prohibited.
44.4.2 Prohibition on Resale and Service Bureau Use
Client shall not:
resell, rent, lease, sublicense, distribute, or otherwise make the Services available to any third party, except as expressly authorized in writing by MauTech;
provide the Services on a service bureau, time-sharing, outsourcing, or managed services basis;
represent to third parties that Client is the developer or owner of the Services.
44.4.3 Restrictions on Reverse Engineering and Derivative Works
Client shall not, and shall ensure that its Authorized Users do not:
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, or structural design of the Services;
attempt to discover underlying algorithms, prompts, or training data;
modify, adapt, translate, or create derivative works based on the Services or any part thereof;
circumvent, disable, or interfere with any security, licensing, or access-control mechanisms;
use any automated tools to scrape, copy, or replicate the Services or any of their functionalities.
Any prohibited activity under this Section constitutes a material breach of the Agreement.
ARTICLE 44.5 – FEEDBACK AND SUGGESTIONS
44.5.1 Definition of Feedback
“Feedback” means any suggestion, recommendation, enhancement request, correction, idea, concept, or other feedback (whether written, oral, or in any other form) provided by Client, Authorized Users, or End Users to MauTech regarding the Services.
44.5.2 Feedback License
Client agrees that:
all Feedback shall be deemed non-confidential and non-proprietary;
MauTech shall own all rights in and to any improvements, enhancements, or modifications resulting from such Feedback;
Client hereby grants MauTech a perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable, and sublicensable license to use, implement, reproduce, display, perform, distribute, modify, create derivative works from, and otherwise exploit any Feedback without restriction and without any obligation to compensate Client.
Client waives all moral rights in Feedback to the fullest extent permitted by law.
ARTICLE 44.6 – BENCHMARKING, COMPETITIVE ANALYSIS, AND TRAINING OF COMPETING SYSTEMS
44.6.1 Benchmarking Restrictions
Client shall not:
use the Services for the purpose of benchmarking or competitive analysis aimed at developing or improving a competing product or service;
publish or disclose to any third party any benchmark tests or performance results related to the Services without MauTech’s prior written consent;
perform load testing, penetration testing, or similar capacities against the Services for publication or competitive evaluation.
44.6.2 Training or Assisting Competing Products
Client shall not:
use the Services, AI Output, or any access to the Services to build, train, or improve any competing AI, automation, CRM, or communications platform;
allow any competitor of MauTech to gain access to the Services (directly or indirectly) for the purpose of copying, analyzing, or reproducing functionality;
use any insights, structures, or workflows gained from the Services to architect substantially similar competitive offerings.
ARTICLE 44.7 – RESERVATION OF RIGHTS
All rights not expressly granted to Client under this DEL 5A are reserved by MauTech.
Without limiting the foregoing, MauTech reserves the right to:
continue developing, improving, and commercializing the Services and related products;
independently develop features, products, or services that may compete with any of Client’s business activities, provided MauTech does not use Client’s Confidential Information in violation of this Agreement;
use anonymized and aggregated data to train and improve its AI, detection systems, routing logic, or performance optimization models.
Client acquires no rights by implication, estoppel, or otherwise, beyond the limited rights explicitly set forth in this article 44.
ARTICLE 45. CONFIDENTIAL INFORMATION
45.1 Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, in electronic form, or otherwise, that:
Is marked or designated as “confidential,” “proprietary,” or a similar legend; or
By its nature or the circumstances of disclosure reasonably should be understood to be confidential.
Without limiting the generality of the foregoing, MauTech’s Confidential Information expressly includes:
All aspects of the Services, including architecture, design, workflows, automations, logic, models, and configurations;
AI prompts, training data structures (excluding Client Content itself), and system parameters;
Source code, object code, scripts, APIs, SDKs, documentation, technical specifications, and performance data;
Pricing, fee schedules, business plans, roadmaps, and financial information;
Security policies, incident response procedures, and system designs;
Information regarding Sub-Processors, Third-Party Platforms, and infrastructure partners, to the extent non-public.
Client’s Confidential Information expressly includes:
Non-public business information and strategies;
Client Content that is not visible to End Users;
Non-public Customer lists and lead lists;
Non-public CRM notes and deal information;
Internal processes and configuration information.
Confidential Information does not include information that:
Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
Was lawfully known to the Receiving Party before disclosure by the Disclosing Party;
Is received from a third party without breach of any confidentiality obligation; or
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
ARTICLE 46. CONFIDENTIALITY OBLIGATIONS
46.1 Non-Use and Non-Disclosure
The Receiving Party shall:
Use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; and
Not disclose Confidential Information to any third party except as expressly permitted herein.
The Receiving Party may disclose Confidential Information only to its employees, contractors, professional advisors, and Sub-Processors who:
Have a strict need to know the Confidential Information for purposes of this Agreement; and
Are bound by confidentiality obligations no less protective than those set forth in this Agreement.
The Receiving Party shall be fully responsible for any breach of this Agreement by such recipients.
46.2 Degree of Care
The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own similar confidential information, and in no event less than a commercially reasonable degree of care.
46.3 No License
Except as expressly stated in this Agreement, the Disclosing Party’s Confidential Information remains the exclusive property of the Disclosing Party, and no license or other rights are granted by disclosure.
ARTICLE 47. EXCEPTIONS AND LEGALLY REQUIRED DISCLOSURES
47.1 Legally Compelled Disclosure
The Receiving Party may disclose Confidential Information to the extent required by:
Law, regulation, subpoena, court order, governmental request, or
Regulatory, supervisory, or enforcement authority with competent jurisdiction,
provided that, to the extent legally permitted:
The Receiving Party gives the Disclosing Party prompt written notice of the request, so that the Disclosing Party may seek a protective order or other appropriate remedy; and
The Receiving Party discloses only the minimum amount of Confidential Information necessary to comply with the request.
47.2 No Admission
Any disclosure pursuant to Section 3.1 shall not be construed as:
An admission of wrongdoing;
A waiver of any rights;
Permission for broader disclosure beyond the specific request.
ARTICLE 47. RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION
47.1 Return or Destruction Upon Request
Upon written request by the Disclosing Party, or upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party’s option:
Return; or
Destroy
… all Confidential Information of the Disclosing Party in its possession or control, including copies, extracts, or derivative works, except that:
The Receiving Party may retain copies as required by law, regulation, or bona fide internal compliance policies; and
MauTech may retain copies of data to the limited extent necessary for backup, archival, logging, or legal defense purposes, subject to ongoing confidentiality obligations.
47.2 Certification
Upon written request, the Receiving Party shall certify in writing that it has complied with its obligations under this Article regarding return or destruction.
ARTICLE 48. RESIDUAL INFORMATION
Notwithstanding the foregoing, the Parties acknowledge that:
Individuals exposed to Confidential Information may retain intangible, residual knowledge, such as general ideas, concepts, or know-how.
The Receiving Party shall not be restricted from using such residual knowledge, provided that:
The Receiving Party does not intentionally memorize Confidential Information for the purpose of avoiding the return or destruction obligations; and
The use of residual knowledge does not result in disclosure of Confidential Information in tangible form.
ARTICLE 48. SECURITY MEASURES APPLIED BY MAUTECH
48.1 Technical and Organizational Measures
MauTech shall implement and maintain commercially reasonable technical, organizational, and administrative security measures designed to:
Protect the confidentiality, integrity, and availability of the Services;
Protect Personal Data processed on behalf of Client, as further described in the Data Processing Addendum (DPA);
Limit access to authorized personnel and Sub-Processors with a need to know.
Such measures may include:
Access controls and authentication mechanisms;
Role-based permission structures;
Encryption in transit and at rest where appropriate;
Network segmentation and firewalls;
Logging, monitoring, and anomaly detection;
Secure software development practices;
Regular vulnerability management and patching;
Business continuity and disaster recovery planning.
MauTech reserves the right to update, modify, or enhance its security measures from time to time, provided the overall level of protection is not materially reduced.
48.2 No Absolute Security Guarantee
Client expressly acknowledges and agrees that:
No system, network, or transmission method can be guaranteed to be 100% secure;
MauTech does not guarantee absolute security, nor the absence of vulnerabilities, threats, or incidents;
Use of the Services is at Client’s own risk, subject to the limitations of liability and disclaimers set forth in this Agreement.
Nothing in this Agreement or in any documentation shall be interpreted as a warranty or guarantee of perfect security.
ARTICLE 49. CLIENT SECURITY RESPONSIBILITIES
49.1 Protection of Credentials and Access
Client is solely and exclusively responsible for:
Maintaining the confidentiality and security of all usernames, passwords, API keys, tokens, and access credentials associated with its account;
Implementing multi-factor authentication (MFA), where available;
Restricting access to Authorized Users with a legitimate need for access;
Promptly revoking access for any Authorized User who no longer requires or should have access;
Ensuring that Authorized Users do not share credentials.
Any action taken through Client’s account (including by subcontractors or employees) shall be deemed authorized by Client. MauTech shall not be liable for any loss or damage arising from unauthorized access that results from Client’s failure to secure credentials.
49.2 Configuration and Use of Services
Client is solely responsible for:
Configuring the Services correctly, including workflows, triggers, messaging, automations, AI instructions, and access roles;
Ensuring that AI Output and automated actions align with Client’s policies, legal obligations, and risk tolerance;
Implementing reasonable internal controls to review and monitor communications and automations;
Designing and maintaining backup workflows or contingency plans if the Services are unavailable.
MauTech shall have no responsibility or liability for:
Misconfigurations by Client;
Unintended consequences of Client’s workflows or Instructions;
Errors, over-contact, or under-contact of End Users caused by Client configuration;
Exposure of Client Content or Personal Data resulting from Client’s own sharing, misconfiguration, integrations, or credential issues.
49.3 Client’s Own Systems and Network Security
Client is solely responsible for the security of:
Its own devices, networks, browsers, and systems;
Any endpoints or systems that access or integrate with the Services;
Its internal firewalls, antivirus, anti-malware, VPNs, and local protections.
MauTech has no obligation to protect Client’s internal systems and is not liable for:
Compromise of Client systems;
Malware, ransomware, or other cyber incidents on Client’s network;
Misuse of valid credentials obtained via phishing, social engineering, or Client system compromise.
ARTICLE 50. SECURITY INCIDENTS AND BREACH NOTIFICATION
50.1 Definition of Security Incident
For purposes of this Agreement, a “Security Incident” means:
An actual unauthorized access to, or unauthorized acquisition of, Personal Data stored or processed by MauTech in its production systems, to the extent such incident is attributable to MauTech’s systems and not to Client’s misconfigurations, third-party systems, or misuse of credentials.
Incidents that arise from:
Client’s negligence;
Weak or compromised passwords;
Phishing or social engineering attacks against Client;
Third-party applications connected by Client;
Client’s sharing of data with external parties;
… shall not be considered Security Incidents attributable to MauTech.
50.2 Notification Obligations
In the event MauTech becomes aware of a Security Incident affecting Client’s Personal Data in MauTech’s possession or control, MauTech shall:
Notify Client without undue delay, and where feasible within the timelines required by applicable law;
Provide information reasonably available at the time, which may be updated as the investigation progresses;
Take reasonable steps to contain, investigate, and mitigate the Security Incident.
MauTech’s obligation to notify is not an admission of fault, liability, or negligence.
50.3 Client Responsibilities Following a Security Incident
Following notice of a Security Incident, Client is responsible for:
Determining whether and how to notify End Users, regulators, supervisory authorities, or any other third parties;
Determining any required public disclosures;
Implementing corrective measures in its own systems and processes;
Evaluating its own legal obligations with its own counsel.
MauTech shall not be responsible for:
Drafting or issuing regulatory or end-user notifications on behalf of Client;
Paying costs of notification, credit monitoring, or remediation for Client’s End Users;
Any regulatory fines or penalties assessed directly against Client.
50.4 Cooperation and Limitations
MauTech shall reasonably cooperate with Client, at Client’s request and cost, in connection with any investigation or mitigation activities related to a Security Incident, provided that:
Such cooperation does not require MauTech to disclose its own or third-party confidential information, proprietary security tools, system logs exposing unrelated clients, or trade secrets;
Such cooperation is subject to applicable law and any confidentiality or security obligations owed to third parties.
Nothing in this Article shall expand MauTech’s liability beyond the limitations and exclusions set forth elsewhere in this Agreement.
ARTICLE 51. RELATIONSHIP TO DATA PROCESSING ADDENDUM (DPA)
51.1 Priority of Privacy and Data Protection Terms
In the event of any inconsistency or conflict between:
This Confidentiality and Security section; and
The Data Processing Addendum (DPA) executed between MauTech and Client,
…the DPA shall control solely with respect to the processing of Personal Data and cross-border transfers, while this Del 5B shall control for general confidentiality, trade secrets, and security obligations beyond data protection law.
51.2 No Expansion of Liability
Nothing in this Del 5B shall be interpreted to:
Increase MauTech’s liability beyond the caps, exclusions, and disclaimers set forth in the Limitations of Liability and Indemnification sections;
Create any right of action or remedy not expressly stated in this Agreement;
Provide Client with additional rights beyond those required by mandatory law.
ARTICLE 52. GENERAL WARRANTY DISCLAIMERS
52.1 Services Provided “AS IS” and “AS AVAILABLE”
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING WITHOUT LIMITATION ALL SOFTWARE, AI SYSTEMS, VOICE SYSTEMS, WORKFLOWS, AUTOMATIONS, WEBSITES, INTEGRATIONS, APIS, AND ANY RELATED DOCUMENTATION OR OUTPUT, ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
MAUTECH EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
ANY IMPLIED WARRANTY OF MERCHANTABILITY;
ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
ANY IMPLIED WARRANTY OF TITLE OR NON-INFRINGEMENT;
ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
ANY WARRANTY THAT THE SERVICES WILL MEET CLIENT’S OR END USERS’ REQUIREMENTS;
ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
ANY WARRANTY THAT AI OUTPUT OR OTHER OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PURPOSE.
CLIENT ACKNOWLEDGES THAT NO ADVICE, STATEMENT, OR INFORMATION (WHETHER ORAL OR WRITTEN) OBTAINED FROM MAUTECH OR ANY THIRD PARTY CREATES ANY WARRANTY OR GUARANTEE THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
52.2 No Warranty of Results, Outcomes, or Performance
MAUTECH MAKES NO REPRESENTATION OR WARRANTY THAT USE OF THE SERVICES WILL:
GENERATE ANY MINIMUM NUMBER OF LEADS OR BOOKINGS;
IMPROVE CLIENT’S SALES, CONVERSION RATES, OR REVENUE;
REDUCE CLIENT’S COSTS OR LABOR;
PRODUCE ANY PARTICULAR BUSINESS OUTCOME;
RESULT IN ANY SPECIFIC RETURN ON INVESTMENT;
PREVENT MISSED CALLS, LOST LEADS, OR CUSTOMER CHURN.
ANY STATEMENTS REGARDING POTENTIAL OR EXPECTED RESULTS ARE PURELY ILLUSTRATIVE, NON-BINDING, AND DO NOT CONSTITUTE A WARRANTY, GUARANTEE, OR COMMITMENT OF ANY KIND.
CLIENT ASSUMES FULL RESPONSIBILITY FOR ALL BUSINESS DECISIONS MADE IN RELIANCE ON OR IN CONNECTION WITH THE SERVICES OR ANY OUTPUT GENERATED BY THE SERVICES.
52.3 No Warranty of Legal, Regulatory, or Industry Compliance
MAUTECH DOES NOT PROVIDE LEGAL, REGULATORY, OR COMPLIANCE ADVICE AND MAKES NO WARRANTY THAT CLIENT’S USE OF THE SERVICES WILL COMPLY WITH:
TELEMARKETING LAWS (INCLUDING BUT NOT LIMITED TO TCPA, TSR, CASL);
DATA PROTECTION OR PRIVACY LAWS (INCLUDING BUT NOT LIMITED TO GDPR, UK GDPR, CCPA, CPRA, PIPEDA, AUSTRALIAN PRIVACY ACT);
INDUSTRY-SPECIFIC RULES (INCLUDING HEALTHCARE, FINANCIAL SERVICES, OR AUTOMOTIVE REPAIR REGULATIONS);
CARRIER, TELECOM, OR PLATFORM POLICIES.
CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE SERVICES, AND ALL CONTENT, WORKFLOWS, CAMPAIGNS, AND COMMUNICATIONS GENERATED OR TRANSMITTED THROUGH THE SERVICES, COMPLY WITH ALL APPLICABLE LAWS, RULES, AND INDUSTRY STANDARDS.
ARTICLE 53. SPECIFIC DISCLAIMERS REGARDING AI, AUTOMATION, AND TELECOM
53.1 No Warranty Regarding AI Output
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT:
AI SYSTEMS, INCLUDING AXEL AI AND MAUTECH VOICE ASSISTANT, ARE PROBABILISTIC AND MAY PRODUCE OUTPUT THAT IS FACTUALLY INCORRECT, MISLEADING, INCOMPLETE, OFFENSIVE, OR OTHERWISE UNSUITABLE.
AI OUTPUT MAY MISINTERPRET CUSTOMER REQUESTS, MISCLASSIFY INTENT, PROVIDE ERRONEOUS ESTIMATES, OR GENERATE CONTENT THAT DOES NOT ALIGN WITH CLIENT POLICIES OR EXPECTATIONS.
MAUTECH DOES NOT REVIEW, APPROVE, OR VALIDATE AI OUTPUT BEFORE IT IS DELIVERED TO END USERS, EXCEPT WHERE EXPRESSLY AND SEPARATELY AGREED IN WRITING.
ACCORDINGLY:
MAUTECH PROVIDES NO WARRANTY THAT ANY AI OUTPUT IS ACCURATE, RELIABLE, SAFE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE;
CLIENT BEARS FULL, EXCLUSIVE RESPONSIBILITY FOR MONITORING, REVIEWING, FILTERING, EDITING, AND APPROVING ALL AI OUTPUT PRIOR TO RELYING ON IT OR ALLOWING END USERS TO RELY ON IT;
CLIENT SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL CLAIMS, DAMAGES, OR LOSSES ARISING FROM OR RELATED TO THE CONTENT, USE, OR EFFECTS OF AI OUTPUT.
53.2 No Warranty for Third-Party Platforms, Carriers, or Telecom Infrastructure
MAUTECH DOES NOT CONTROL, AND EXPRESSLY DISCLAIMS ALL LIABILITY AND WARRANTY OBLIGATIONS RELATED TO, THIRD-PARTY PLATFORMS AND INFRASTRUCTURE, INCLUDING BUT NOT LIMITED TO:
GOHIGHLEVEL (GHL);
TWILIO;
MAILGUN;
OPENAI;
STRIPE;
TELECOMMUNICATION CARRIERS AND NETWORKS;
INTERNET SERVICE PROVIDERS;
CLOUD PROVIDERS, CDNs, OR HOSTING PROVIDERS;
ANY OTHER THIRD-PARTY APIs, PLATFORMS, OR SERVICES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MAUTECH MAKES NO WARRANTY THAT:
SMS, EMAIL, OR VOICE COMMUNICATIONS WILL BE DELIVERED, RECEIVED, OR TIMELY PROCESSED;
CARRIERS WILL NOT BLOCK, FILTER, OR THROTTLE MESSAGES OR CALLS;
THIRD-PARTY AI MODELS (INCLUDING OPENAI MODELS) WILL BE AVAILABLE, FUNCTIONAL, OR BUG-FREE;
STRIPE OR OTHER PAYMENT PROVIDERS WILL REMAIN AVAILABLE OR UNINTERRUPTED;
ANY THIRD-PARTY PLATFORM WILL MAINTAIN COMPATIBILITY OR EXISTING FUNCTIONALITY.
ALL RISKS ARISING FROM OR RELATED TO THIRD-PARTY SYSTEMS ARE BORNE ENTIRELY BY CLIENT.
53.3 No Warranty in High-Risk or Safety-Critical Uses
THE SERVICES ARE NOT DESIGNED, INTENDED, OR WARRANTED FOR USE IN CONNECTION WITH:
EMERGENCY SERVICES;
LIFE-SUPPORT SYSTEMS;
SAFETY-CRITICAL SYSTEMS;
MEDICAL DIAGNOSIS OR TREATMENT;
AIRCRAFT OR VEHICLE NAVIGATION OR CONTROL;
NUCLEAR FACILITIES;
OR ANY OTHER ENVIRONMENT WHERE FAILURE COULD RESULT IN DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE.
CLIENT AGREES NOT TO USE, OR PERMIT ANYONE TO USE, THE SERVICES IN ANY SUCH CONTEXT AND SHALL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES OF ANY BREACH OF THIS PROVISION.
ARTICLE 58. LIMITATIONS OF LIABILITY
58.1 Maximum Aggregate Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAUTECH’S TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR ANY AI OUTPUT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EXCEED:
THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO MAUTECH UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IF CLIENT HAS NOT PAID ANY FEES, MAUTECH’S AGGREGATE LIABILITY SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (USD $100).
THIS LIABILITY CAP IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
58.2 Exclusion of Indirect, Consequential, and Special Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MAUTECH BE LIABLE FOR ANY:
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
LOSS OF PROFITS, REVENUE, OR GOODWILL;
LOSS OF ANTICIPATED SAVINGS;
LOSS OF BUSINESS OR OPPORTUNITY;
LOSS OR CORRUPTION OF DATA;
BUSINESS INTERRUPTION;
COST OF SUBSTITUTE SERVICES OR SYSTEMS;
LOSS OR DAMAGE ARISING FROM INACCURATE AI OUTPUT, FAILED COMMUNICATIONS, OR ERRORS IN AUTOMATION;
EVEN IF MAUTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE.
58.3 Allocation of Risk
THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY DISCLAIMERS SET FORTH IN THIS AGREEMENT:
REPRESENT AN ESSENTIAL ALLOCATION OF RISK BETWEEN THE PARTIES;
FORM A MATERIAL BASIS OF THE BARGAIN;
SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE;
SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
CLIENT ACKNOWLEDGES THAT FEES CHARGED BY MAUTECH ARE BASED IN SUBSTANTIAL PART ON THESE ALLOCATIONS OF RISK, AND THAT WITHOUT SUCH LIMITATIONS, THE PRICING AND TERMS WOULD BE MATERIALLY DIFFERENT.
58.4 No Liability for Client Misuse, Misconfiguration, or Non-Compliance
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, MAUTECH SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM OR RELATED TO:
CLIENT’S FAILURE TO OBTAIN OR DOCUMENT VALID CONSENT FOR SMS, EMAIL, OR VOICE COMMUNICATIONS;
CLIENT’S VIOLATION OF TELEMARKETING, PRIVACY, OR CONSUMER PROTECTION LAWS;
CLIENT’S CONFIGURATION OF WORKFLOWS, AUTOMATIONS, OR AI PROMPTS;
CLIENT’S FAILURE TO REVIEW OR MODIFY AI OUTPUT BEFORE USE;
CLIENT’S PROVISION OF INCOMPLETE, INACCURATE, OR MISLEADING DATA;
CLIENT’S OR AUTHORIZED USERS’ MISUSE OR ABUSE OF THE SERVICES;
CLIENT’S FAILURE TO IMPLEMENT SECURITY MEASURES, INCLUDING CREDENTIAL MANAGEMENT AND ACCESS CONTROLS;
ANY ACTIONS OR OMISSIONS OF CLIENT’S EMPLOYEES, CONTRACTORS, OR AGENTS.
ALL SUCH RISKS ARE ASSUMED SOLELY BY CLIENT.
58.5 Applicability of Limitations; Carve-Out Where Required by Law
The exclusions and limitations in this DEL 5C apply:
To all claims collectively, whether asserted individually or in aggregate;
To all causes of action and theories of liability;
To all forms of damages, to the extent not expressly carved out by mandatory law.
Some jurisdictions do not allow certain warranty disclaimers or limitations of liability. In such case, the scope of the disclaimers and limitations in this Agreement shall be construed to the maximum extent permitted by applicable law, and any provision deemed invalid shall be modified minimally to remain enforceable while preserving the Parties’ original intent.
58.6 Survival
All warranty disclaimers and limitations of liability set forth in this DEL 5C shall:
SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT;
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY;
CONTINUE TO PROTECT MAUTECH AGAINST ANY POST-TERMINATION CLAIMS ARISING FROM OR RELATED TO PRIOR USE OF THE SERVICES OR AI OUTPUT.
Below is TOS DEL 5D drafted in strict U.S. commercial contract language, maximum-defensive, and aligned with high-litigation-risk AI/SaaS use in the U.S. market.
You can adjust article numbering later to match your compiled TOS; the substance is what matters.
ARTICLE 59. INDEMNIFICATION
59.1 Client Indemnification of MauTech
Client shall defend, indemnify, and hold harmless MauTech, its parents, subsidiaries, affiliates, officers, directors, employees, contractors, agents, suppliers, and Sub-Processors (collectively, the “MauTech Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, investigations, complaints, fines, penalties, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) arising out of or relating to:
Client’s Use of the Services.
Any use or misuse of the Services by Client, its Authorized Users, employees, contractors, agents, or End Users, including without limitation:
configuration of workflows, automations, and logic;
reliance on AI Output;
the content of messages, calls, emails, or communications;
scheduling, quotations, pricing, and estimates.
Client Content and Data.
Any Client Content or data provided, uploaded, transmitted, or otherwise made available to or through the Services, including without limitation:
infringement or alleged infringement of any intellectual property, privacy, publicity, or contractual rights;
defamatory, misleading, deceptive, or unlawful content;
violation of confidentiality obligations owed by Client to any third party.
Telecommunications, Marketing, and Privacy Violations.
Any actual or alleged violation of:
the U.S. Telephone Consumer Protection Act (TCPA);
CAN-SPAM;
Canada’s Anti-Spam Legislation (CASL);
GDPR, UK GDPR, CCPA/CPRA, or any global privacy law;
carrier rules, A2P 10DLC rules, anti-spam policies;
any opt-in, consent, disclosure, opt-out, or “Do Not Call” requirements;
arising from communications initiated, sent, or facilitated through the Services on Client’s behalf.
Regulatory and Compliance Failures.
Any failure by Client to comply with applicable law, industry rules, or regulatory obligations, including without limitation:
failure to obtain, document, or maintain valid End User consents;
failure to provide legally sufficient notices or privacy disclosures;
misuse of Personal Data or Client Content;
deployment of AI Output or automations in prohibited or high-risk use cases.
Client’s Business Operations.
Any Claim made by End Users, customers, prospects, employees, vendors, or regulators against MauTech arising from or relating to:
the quality or delivery of Client’s services;
delays, cancellations, miscommunications, or scheduling disputes;
alleged misrepresentations by Client, including AI-assisted statements;
Client’s acts, omissions, or business practices of any kind.
Breach of Agreement.
Any breach or alleged breach by Client of this Agreement, including violation of the Acceptable Use provisions, payment obligations, security obligations, confidentiality obligations, or any representations and warranties.
Client’s indemnification obligations apply regardless of whether such Claims are brought directly against MauTech or are asserted as cross-claims, counterclaims, third-party claims, or in any other procedural form.
59.2 Indemnification Procedure
MauTech shall:
Provide Client with written notice of any Claim for which MauTech seeks indemnification (provided that delay or failure to give such notice shall not relieve Client of its obligations except to the extent materially prejudiced);
Permit Client to control the defense and settlement of the Claim, subject to MauTech’s rights below; and
Provide reasonable cooperation at Client’s expense.
Notwithstanding the foregoing:
MauTech may participate in the defense with counsel of its own choosing at its own expense.
Client shall not settle any Claim without MauTech’s prior written consent if the settlement:
imposes any liability, injunction, or obligation on MauTech;
requires an admission of fault or wrongdoing by MauTech; or
fails to unconditionally release MauTech from all liability with prejudice.
If Client fails to promptly assume the defense of a Claim, MauTech may defend the Claim at Client’s sole cost and expense, and Client shall remain liable for all resulting judgments, settlements, and costs.
59.3 MauTech’s Limited Indemnity to Client
Subject to all limitations, exclusions, and caps set forth in this Agreement, MauTech shall defend and indemnify Client against third-party Claims alleging that Client’s authorized use of the Services (excluding Client Content, third-party components, and configurations made by Client) directly infringes a valid, enforceable, registered copyright or patent in the jurisdiction in which Client is using the Services.
MauTech shall have no obligation to indemnify Client to the extent any Claim arises from or relates to:
Client Content, Client data, or any materials provided by or on behalf of Client;
use of the Services in combination with products, software, or services not provided by MauTech;
modification, configuration, or customization of the Services by anyone other than MauTech;
use of the Services in violation of this Agreement or applicable law;
use of any version of the Services other than the most current version made available by MauTech;
third-party platforms or Sub-Processors such as GHL, Twilio, Mailgun, OpenAI, Stripe, or others.
If the Services, or any component thereof, become or, in MauTech’s opinion, are likely to become the subject of a Claim, MauTech may, at its sole option and as Client’s exclusive remedy:
procure the right for Client to continue using the Services; or
modify or replace the Services with substantially equivalent functionality; or
terminate the affected Services on written notice and provide a pro-rated refund of any pre-paid, unused recurring subscription fees (excluding any setup fees and any non-refundable charges).
This Section sets forth Client’s sole and exclusive remedy, and MauTech’s entire liability, for any infringement or alleged infringement arising out of or related to the Services.
ARTICLE 60. GOVERNING LAW
This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the Parties (whether in contract, tort, statute, or otherwise), shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without giving effect to any conflict of law principles that would cause the laws of another jurisdiction to apply.
Client expressly agrees that:
Texas commercial contract law shall apply;
Any application of consumer protection law is disclaimed and waived to the maximum extent permitted;
Any choice-of-law arguments based on Client’s jurisdiction are expressly waived.
ARTICLE 61. MANDATORY ARBITRATION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER
61.1 Mandatory Binding Arbitration
Except as expressly provided in Section 26.4 (Small Claims), any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the Parties (whether based in contract, statute, tort, fraud, misrepresentation, or any other legal theory) shall be resolved exclusively by final and binding arbitration.
The arbitration shall be:
Administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules;
Conducted before a single arbitrator experienced in complex commercial and technology disputes;
Held in Harris County, Texas, or such other location as MauTech may reasonably designate, or conducted virtually if so agreed;
Conducted in English;
Limited in scope to the rights and obligations of the Parties under this Agreement.
The arbitrator shall have the exclusive authority to resolve all issues of arbitrability and interpretation of this arbitration clause.
61.2 Class Action and Collective Relief Waiver
Client agrees that any arbitration or proceeding shall be conducted only on an individual basis and not in a class, consolidated, representative, or collective action.
Client expressly waives any right to:
act as a plaintiff or class member in any purported class or representative proceeding;
seek relief on behalf of any other person or entity;
have any Claim resolved on a class or collective basis.
The arbitrator shall have no authority to consolidate claims of multiple parties or to preside over any form of representative or class proceeding.
61.3 Jury Trial Waiver
To the extent any dispute is determined to be non-arbitrable, the Parties irrevocably and unconditionally waive any right to a trial by jury in any judicial proceeding arising out of or relating to this Agreement or the Services.
61.4 Small Claims Court Exception
Either Party may bring an individual action in a small claims court of competent jurisdiction located in Texas, provided that the dispute remains within the jurisdictional limits of such court and seeks solely individual, non-equitable, monetary relief.
61.5 Injunctive Relief
Nothing in this Article shall prevent MauTech from seeking:
temporary, preliminary, or permanent injunctive relief;
specific performance;
other equitable relief;
in any court of competent jurisdiction, to protect its intellectual property rights, Confidential Information, trade secrets, or to prevent unauthorized use or access to the Services.
ARTICLE 62. LIMITATION PERIOD FOR CLAIMS
To the maximum extent permitted by law, Client agrees that:
Any Claim arising out of or relating to this Agreement or the Services must be filed within one (1) year after the cause of action accrues;
Any Claim not brought within this one-year period is permanently barred;
This limitation period applies regardless of any statute of limitations that might otherwise apply.
The one-year period shall begin when the Claim could first reasonably have been discovered.
ARTICLE 63. FORCE MAJEURE
MauTech shall not be liable for any delay or failure to perform any obligation under this Agreement (other than payment obligations of Client) to the extent such delay or failure is caused by events beyond MauTech’s reasonable control, including but not limited to:
acts of God, natural disasters, or severe weather;
war, terrorism, civil unrest, or sabotage;
strikes, lockouts, labor disputes;
failures of telecommunications, internet, or network providers;
outages or failures of Third-Party Platforms or cloud infrastructure;
governmental actions, regulations, or restrictions;
pandemics, epidemics, or public health emergencies;
power failures or utility outages;
cyberattacks, denial-of-service attacks, or other malicious acts by third parties.
In any such event:
MauTech’s performance shall be deemed suspended for the duration of the force majeure event;
MauTech shall use commercially reasonable efforts to resume performance;
Client shall remain obligated to pay all Fees for Services made available.
Force majeure shall not excuse or delay Client’s payment obligations.
ARTICLE 64. ASSIGNMENT
Client may not assign, transfer, delegate, sublicense, or otherwise convey this Agreement, in whole or in part, whether voluntarily, involuntarily, by operation of law, merger, change of control, asset sale, or otherwise, without MauTech’s prior written consent.
Any attempted assignment in violation of this provision shall be null and void and of no effect.
MauTech may assign or transfer this Agreement, in whole or in part, without Client’s consent, including to:
an affiliate or subsidiary;
a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets;
any entity acquiring the Services business.
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
ARTICLE 65. MISCELLANEOUS
65.1 Entire Agreement
This Agreement (including all documents incorporated by reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, understandings, representations, and communications, whether oral or written.
Client acknowledges that no reliance is placed upon any statement, representation, warranty, or understanding not expressly set forth in this Agreement.
65.2 Amendments
No amendment, modification, or supplement to this Agreement shall be binding unless:
Posted by MauTech in accordance with its right to update these Terms; or
Set forth in a written instrument signed by an authorized representative of MauTech.
Client’s continued use of the Services after any update constitutes acceptance of the updated Terms.
65.3 Relationship of the Parties
The Parties are independent contractors. Nothing in this Agreement shall be construed to:
create a partnership, joint venture, or franchise;
create an agency or employment relationship;
authorize either Party to bind the other in any way.
Client shall not represent that MauTech endorses or is responsible for Client’s services.
65.4 No Third-Party Beneficiaries
Except for the MauTech Indemnified Parties, no person or entity other than the Parties shall have any rights or remedies under this Agreement as a third-party beneficiary or otherwise.
65.5 Waiver
No failure or delay by MauTech in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.
Any waiver must be in writing and signed by an authorized representative of MauTech.
65.6 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable:
Such provision shall be enforced to the maximum extent permissible;
The remaining provisions shall remain in full force and effect;
The Parties intend that the Agreement be construed to give effect to its fundamental business and risk-allocation purposes.
65.7 Notices
Legal notices to MauTech shall be sent to:
Legal Entity: Mauseth Technologies ENK
Brand: MauTech
Address: Solbakken 32D, 6429 Molde, Norway
Legal Email: [email protected]
MauTech may provide notices to Client via:
email to the address associated with Client’s account;
in-app notifications;
postings within the Services;
any other commercially reasonable method.
Such notices shall be deemed effective upon sending or posting.
65.8 Export Compliance
Client shall comply with all applicable export control and sanctions laws and regulations of the United States and any other relevant jurisdiction. Client shall not:
use the Services in any country or for any person or entity subject to U.S. sanctions;
export or re-export the Services in violation of applicable export control laws.
Client agrees to indemnify MauTech for any violation of export or sanctions laws arising from Client’s use of the Services.
65.9 Counterparts; Electronic Form
This Agreement may be executed or accepted in counterparts, including via electronic acceptance mechanisms, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic and digital records shall be admissible in any proceeding to the same extent as original documents.