Master Service Agreement

Version 1.03, 08.10.26

HIGHRIDGE SYSTEMS LLC

Managed Revenue Systems for Small Businesses

Master Services Agreement

SERVICE PROVIDER

HighRidge Systems LLC, a Colorado Limited Liability Company

858 Main Ave., Unit 201, Durango, CO 81301

(“HighRidge” or “Company”)

RECITALS

WHEREAS, HighRidge Systems LLC designs, installs, operates, and optimizes AI-powered revenue systems for small and regional businesses in Southwest Colorado and adjacent markets; and

WHEREAS, Client desires to engage HighRidge to provide the Services described herein on the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

1.1 “Agreement”

means this Master Services Agreement, including all Exhibits and Order Forms attached hereto or incorporated by reference, as amended from time to time.

1.2 “AI Systems”

means the artificial intelligence-powered software agents, chatbots, voice agents, automation workflows, integrations, and related technology components configured, installed, and operated by HighRidge on behalf of Client.

1.3 “Confidential Information”

means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to HighRidge IP, Know-How, Client Data, pricing, customer data, business strategies, system configurations, and trade secrets.

1.4 “Client Data”

means data, content, and information submitted by Client or generated by Client’s customers through the AI Systems, including call recordings, chat logs, form submissions, and review content.

1.5 “HighRidge IP”

means all AI Systems, software configurations, automation workflows, system architecture, prompts, templates, playbooks, integrations, Know-How, and any derivative works thereof, whether created before or during the term of this Agreement, including all modifications and improvements thereto.

1.6 “Know-How”

means HighRidge’s proprietary methods, processes, technical expertise, implementation frameworks, and accumulated operational knowledge used to design, install, and optimize the AI Systems.

1.7 “Monthly Recurring Fee” or “MRF”

means the service fee payable by Client for access to, operation of, and optimization of the AI Systems on a monthly basis, as specified in the applicable Order Form.

1.8 “Order Form”

means a written or electronic document executed by both parties that specifies the Services ordered, applicable Service Tier, fees, and any additional terms.

1.9 “Services”

means the managed revenue system services provided by HighRidge under this Agreement, as further described in Section 3 and the applicable Order Form.

1.10 “Service Tier”

means the package of Services selected by the Client on their then-active Order Form, as may be amended from time to time by HighRidge (Service Tier Descriptions).

1.11 “Setup Fee”

means the one-time fee charged by HighRidge for initial system design, configuration, installation, and integration of the AI Systems.

1.12 “Third-Party Platforms”

means software, APIs, and services provided by third parties (including without limitation HubSpot, Google Business Profile, and similar providers) that HighRidge utilizes in delivering the Services.

2. TERM

2.1 Initial Term.

This Agreement commences on the Effective Date and continues on a month-to-month basis unless a fixed initial term is specified in the applicable Order Form.

2.2 Auto-Renewal.

This Agreement and each active Order Form shall automatically renew for successive one-month periods at the end of each billing cycle unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

2.3 Effect of Expiration.

Upon expiration or termination of this Agreement, HighRidge’s obligation to provide Services ceases, and Client’s access to the AI Systems and all associated integrations shall be suspended. Client Data export provisions in Section 11 apply.

3. SERVICES

3.1 Scope.

HighRidge agrees to provide the Services corresponding to the Service Tier selected by Client, as described in the applicable Order Form. HighRidge reserves the right to determine the manner and means by which Services are delivered, provided the Services meet the functional descriptions.

3.2 Service Tiers.

The parties acknowledge that Services are offered in tiers, the specifications and current pricing for which are set forth in the Order Form:

3.3 System Installation.

HighRidge will design, build, and install the AI Systems within a commercially reasonable timeframe following receipt of the Setup Fee and Client’s cooperation in providing necessary credentials, access, and information.

3.4 Ongoing Management.

The Monthly Recurring Fee covers HighRidge’s ongoing operation, monitoring, and optimization of the AI Systems. HighRidge will perform periodic review and refinement of system performance as part of this ongoing service.

3.5 Change Orders.

Any material change to the scope of Services, including upgrades to a higher Service Tier or addition of services not included in the current Order Form, shall require a written change order executed by both parties (each, a “Change Order”). Pricing for changes will be mutually agreed upon in writing.

Change Order Requests. Either party may request a Change Order by providing written notice to the other party, which such notice must include the change or modification being requested, as well as the proposed starting date for the requested change (each, a “Change Order Request”). For the avoidance of doubt, each Change Order Request must include documentation that allows the parties to reasonably determine the associated costs, timing, and viability of the requested change. If HighRidge submits a Change Order Request, then it must include information on the fees and expenses to be incurred with the proposed Change Order. Upon receipt of a Change Order Request, the receiving party shall have 7 days to review and approve or reject the Change Order Request. Failure to respond within the 7-day period will be deemed a rejection of the Change Order Request. Upon approval of the Change Order Request, the parties must promptly sign the Change Order, which will become a part of and incorporated into this Agreement.

Emergency Change Order. In the event of an emergency, threatening the unauthorized use, disclosure, breach, or failure of Confidential Information, the Client Accounts (as defined below), or the AI System, HighRidge shall have the right to implement measures and changes it deems necessary to prevent or mitigate the threat, without the prior written consent of the Client; provided, HighRidge must promptly provide the Client with notice of the emergency action(s) taken, and in no event no later than 72 hours after actually discovering the emergency. Each emergency action resulting in additional fees and expenses must be submitted in a Change Order Request. The Client shall have 7 days to review and approve the Change Order Request under this subsection b. In the event the Client fails to respond within the 7-day period hereunder, the Change Order Request will be deemed approved and will become a Change Order.

Pending Change Orders. The existence of a pending Change Order, unsigned Change Order, or Change Order Request will not excuse either party from performing their obligation(s) under this Agreement, including any obligation to pay. Unless and until a Change Order is signed and incorporated into this Agreement, each party shall perform their obligations pursuant to the terms of this Agreement without regard to the pending Change Order.

3.6 Third-Party Platforms.

Client acknowledges that certain Services rely on Third-Party Platforms. HighRidge does not warrant the performance, availability, or continued operation of Third-Party Platforms and shall not be liable for any disruption, modification, or discontinuation of Third-Party Platforms. In the event a Third-Party Platform becomes unavailable or materially changes its functionality, HighRidge will use commercially reasonable efforts to substitute an equivalent platform with notice to Client.

Discontinuation of Services. Notwithstanding anything to the contrary under this Agreement, HighRidge may discontinue all or a portion of the Services under any Service Tier, in its sole discretion, regardless of the status of any Third-Party Platforms. HighRidge shall provide the Client with written notice of the discontinued Service(s) at least 30 days before the intended discontinuation date.

3.7 Client Cooperation.

Client agrees to provide HighRidge with timely access to websites, Google Business Profile, phone numbers, calendaring systems, and other accounts and credentials used in the business and operations of the Client (collectively, the “Client Accounts”). From the Effective Date and until termination of this Agreement, Client grants to HighRidge a revocable, fully-paid, royalty-free, sublicensable license to use and access the Client Accounts as are reasonably necessary for installation and ongoing operation of the AI Systems (the “Client License”). Delays caused by Client’s failure to cooperate shall not constitute a breach by HighRidge and may delay system delivery at no penalty to HighRidge. Client agrees and acknowledges the Services are contingent on HighRidge receiving access to the Client Accounts promptly. Client shall pay to HighRidge the Setup Fee and MRF in accordance with the Order Form regardless of any delays in accessing the Client Accounts.

4. FEES AND PAYMENT

4.1 Setup Fee.

Client agrees to pay the one-time Setup Fee specified in the Order Form prior to commencement of system build. The Setup Fee is non-refundable upon commencement of installation activities.

4.2 Monthly Recurring Fee.

Client agrees to pay the Monthly Recurring Fee specified in the Order Form, due on the same calendar day each month as the Effective Date (the “Billing Date”). The MRF covers all standard services included in the applicable Service Tier for the billing period.

4.3 Payment Methods.

HighRidge will issue invoices via electronic means. Payment is due within five (5) business days of the Billing Date by ACH transfer, credit card, or such other method as HighRidge designates. Client authorizes HighRidge to charge Client’s payment method on file on each Billing Date.

4.4 Late Payments.

Amounts not received within five (5) business days of the Billing Date shall accrue interest at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. HighRidge reserves the right to suspend Services if payment is more than ten (10) days past due, without prejudice to any other rights or remedies.

4.5 Fee Adjustments.

HighRidge may adjust the Monthly Recurring Fee upon not less than thirty (30) days’ written notice to Client. Client’s continued use of Services following the effective date of any fee adjustment constitutes acceptance of the adjusted fee. If Client does not accept the adjusted fee, Client may terminate this Agreement pursuant to Section 9.2.

4.6 Taxes.

All fees are exclusive of applicable federal, state, and local taxes. Client shall be responsible for all such taxes, excluding taxes on HighRidge’s net income. If HighRidge is required to collect or remit any taxes, the amounts will be invoiced to and paid by Client unless Client provides HighRidge with a valid tax exemption certificate.

4.7 SMS and Usage Overages.

Services that include SMS messaging are subject to usage limits as specified in the applicable Order Form. Usage in excess of included limits will be billed at the overage rates set forth in the Order Form, or if not specified, at HighRidge’s then-current overage rates. HighRidge will use commercially reasonable efforts to notify Client when usage approaches applicable limits.

4.8 Disputed Invoices.

Client must notify HighRidge in writing of any good-faith invoice dispute within five (5) business days of receipt, specifying the amount disputed and the basis for the dispute. Undisputed amounts remain due and payable. The parties shall work in good faith to resolve any dispute within fifteen (15) days of notification.

4.9 No Refunds. EXCEPT AS MAY OTHERWISE BE PROVIDED IN THIS AGREEMENT OR BY APPLICABLE LAW, THE SETUP FEE, MONTHLY RECURRING FEE, AND ANY ADDITIONAL CHARGES INCURRED ON A CHANGE ORDER ARE NONREFUNDABLE, and if Client terminates this Agreement, as provided herein, Client shall not be entitled to receive any refund or credit for the time remaining in the billing period. Notwithstanding the forgoing, HighRidge reserves the right to issue refunds or credits for Service(s) in its sole and absolute discretion. If HighRidge issues a refund or credit for Service(s), HighRidge is not obligated to issue the same or similar refund in the future.

5. INTELLECTUAL PROPERTY OWNERSHIP

IMPORTANT — PLEASE READ: HighRidge retains full ownership of all AI Systems, workflows, and configurations installed in connection with this Agreement. Client receives access to the benefit of these systems, not ownership of them. Client Data remains the property of Client.

5.1 HighRidge Ownership.

All right, title, and interest in and to the HighRidge IP — including all AI Systems, automation workflows, system configurations, voice agent scripts, chatbot training data, prompt architectures, integrations, templates, playbooks, and Know-How designed, developed, or delivered by HighRidge in connection with this Agreement, and any derivatives, modifications, or integrations thereof — shall remain exclusively with HighRidge at all times. Client’s engagement of HighRidge does not constitute a sale, transfer, or assignment of any such rights. To the extent any derivative of the HighRidge IP incorporates or requires Client Data, Client shall grant to HighRidge a limited, exclusive, royalty-free, fully-paid license to use the Client Data solely for the purpose of creating a redacted version of the derivative HighRidge IP that does not use, identify, or disclose Client Data.

5.2 License to Client During Term.

Subject to Client’s full and timely payment of all fees and compliance with this Agreement, HighRidge grants Client a limited, non-exclusive, non-transferable, revocable license to access and receive the benefit of the AI Systems solely for Client’s internal business operations during the term of this Agreement. This license does not include the right to copy, modify, reverse-engineer, sublicense, sell, or otherwise transfer the AI Systems or any component thereof.

5.3 No Transfer Upon Termination.

Upon expiration or termination of this Agreement for any reason, the license granted in Section 5.2 shall immediately terminate. Client shall have no right to continue operating, replicating, or retaining access to the AI Systems, workflows, or configurations installed by HighRidge. HighRidge may remove, disable, or reconfigure such systems at its discretion following termination.

5.4 Client Data Ownership.

Client retains all right, title, and interest in and to Client Data. Client hereby grants HighRidge a limited, non-exclusive license to access, process, and use Client Data solely to the extent necessary to provide the Services. HighRidge shall not sell, disclose, or otherwise use Client Data for any purpose other than performing the Services.

5.5 Feedback and Suggestions.

If Client provides HighRidge with any feedback, suggestions, or ideas regarding the Services or AI Systems (“Feedback”), Client hereby assigns to HighRidge all right, title, and interest in such Feedback, and HighRidge may use such Feedback without restriction or obligation to Client.

5.6 No Reverse Engineering.

Client agrees not to, and shall not permit any third party to: (a) reverse engineer, disassemble, decompile, or attempt to derive the source code or underlying logic of any AI Systems; (b) attempt to replicate, recreate, or build systems substantially similar to the HighRidge IP using knowledge gained through access to the Services; or (c) assist any third party in doing the foregoing.

5.7 Aggregate Data.

HighRidge may use aggregated, anonymized, and de-identified data derived from use of the Services across its client base for purposes of improving and developing its services, provided such data does not identify Client or its customers. Such aggregated data shall not constitute Client Data.

6. CONFIDENTIALITY

6.1 Mutual Obligations.

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely for purposes of performing or receiving Services under this Agreement.

6.2 Exceptions.

The obligations of Section 6.1 do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law, court order, or government authority, provided the receiving party gives prompt written notice to the disclosing party and cooperates in seeking a protective order.

6.3 Return or Destruction.

Upon termination of this Agreement, each party shall promptly return or destroy all Confidential Information of the other party in its possession, upon written request.

6.4 Non-Solicitation.

During the term of this Agreement and for twelve (12) months thereafter, Client agrees not to directly or indirectly solicit, recruit, or hire any HighRidge employee, contractor, or consultant who was involved in providing Services to Client.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations.

Each party represents and warrants that: (a) it has the legal authority and capacity to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (c) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party.

7.2 HighRidge Warranties.

HighRidge warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards for AI automation services for small businesses.

7.3 Client Warranties.

Client represents and warrants that: (a) Client owns or has the right to provide all credentials, content, data, and third-party accounts provided to HighRidge in connection with the Services; (b) Client’s use of the Services will comply with all applicable laws and regulations; and (c) Client Data does not infringe any third-party intellectual property rights.

7.4 Disclaimer of Warranties.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, THE SERVICES AND AI SYSTEMS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HIGHRIDGE MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HIGHRIDGE DOES NOT WARRANT THAT THE AI SYSTEMS WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR FREE FROM DEFECTS, OR THAT ANY SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR PERFORMANCE METRICS WILL BE ACHIEVED.

8. LIMITATION OF LIABILITY

This Section 8 is a material term of this Agreement. Client has considered the following limitations in negotiating the fees set forth herein.

8.1 Exclusion of Consequential Damages.

IN NO EVENT SHALL HIGHRIDGE, ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF HIGHRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. FOR THE AVOIDANCE OF DOUBT, HIGHRIDGE SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF OR RELATING TO INACCURACIES, FAILURES, OR MISREPRESENTATIONS GENERATED BY THE AI SYSTEM WHICH WERE CAUSED BY OR ORIGINATED FROM CLIENT DATA.

8.2 Cap on Liability.

HIGHRIDGE’S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM, SHALL NOT EXCEED THE TOTAL MONTHLY RECURRING FEES PAID BY CLIENT TO HIGHRIDGE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This cap applies in aggregate to all claims, whether based in contract, tort, or any other legal theory.

8.3 Essential Basis.

Client acknowledges that the foregoing limitations of liability are a fundamental element of the basis of the bargain between the parties and reflect the allocation of risk. The fees charged by HighRidge reflect and are set in reliance upon this allocation. Without these limitations, HighRidge would not be willing to provide the Services at the fees set forth in this Agreement.

8.4 Third-Party Platform Failures.

HighRidge shall not be liable for any damages, losses, or claims arising from the failure, modification, discontinuation, or security breach of any Third-Party Platform, including but not limited to missed calls, undelivered SMS messages, failed bookings, or review posting failures attributable to such platforms.

8.5 Force Majeure.

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, acts of government, internet or telecommunications failures, or other events outside the affected party’s reasonable control, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

9. TERMINATION

9.1 Termination for Cause.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice specifying the breach; (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings; or (c) engages in fraudulent, illegal, or willful misconduct.

9.2 Termination for Convenience.

Either party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other party. Client shall remain obligated to pay all Monthly Recurring Fees accrued through the termination effective date. In the event Client wishes to terminate this Agreement under this Section 9.2, Client may send a cancellation email to HighRidge at the address below with the following Subject line: “CANCELLATION OF SERVICES REQUEST”

Email: cancel@highridgesystems.com

9.3 Effect of Termination — Fees.

Upon termination for any reason: (a) all outstanding fees, including the MRF for the current billing period, become immediately due and payable; (b) the Setup Fee is non-refundable under all circumstances; and (c) if Client terminates without cause within the first ninety (90) days of the initial Service Tier activation, Client agrees to pay an early termination fee equal to two (2) months’ Monthly Recurring Fee to compensate HighRidge for build and onboarding costs incurred.

9.4 Effect of Termination — Systems.

Upon termination, HighRidge will: (a) cease providing Services; (b) disable or deactivate the AI Systems and associated integrations; (c) remove HighRidge-controlled credentials from Client accounts; and (d) retain the right to repurpose, retrain, or redeploy all HighRidge IP, including system configurations and automation workflows, for other clients or purposes.

9.5 Client Data Return.

Upon written request submitted within fifteen (15) days following termination, HighRidge will provide Client with an export of Client Data in a commercially reasonable format. After thirty (30) days following termination, HighRidge has no obligation to retain Client Data and may permanently delete it.

9.6 Survival.

Sections 1, 4 (outstanding payments), 5, 6, 7.4, 8, 9.3 through 9.6, 10, and 12 shall survive the expiration or termination of this Agreement.

10. INDEMNIFICATION

10.1 By Client.

Client, on behalf of itself, its officers, directors, managers, members, employees, contractors, agents, representatives, successors and assigns, shall defend, indemnify, and hold harmless HighRidge and its members, managers, employees, contractors, successors, and assigns from and against any and all third-party claims, demands, obligations, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) that HighRidge shall incur or suffer, which are arising out of or relating to: (a) Client’s breach of this Agreement; (b) Client’s violation of applicable law; (c) Client Data, including any claim that Client Data infringes third-party intellectual property rights; (d) the Client Accounts; (e) content generated for Client by the AI System utilizing Client Data; or (f) Client’s use of the Services in a manner not authorized by this Agreement. Without limiting the forgoing, Client’s indemnification obligations above shall not apply to Claims involving the gross negligence or willful misconduct of HighRidge.

10.2 By HighRidge.

HighRidge, on behalf of itself and its members, managers, employees, contractors, successors, and assigns, shall defend, indemnify, and hold harmless Client and its officers, directors, employees, successors, and assigns from and against Claims that Client shall incur or suffer, which are arising out of or relating to: (a) HighRidge’s breach of this Agreement; (b) HighRidge’s violation of applicable law; (c) the AI Systems infringement upon any United States patent, copyright, or trademark, except to the extent such Claims arises from: (a) Client’s modification of the AI Systems; (b) Client’s combination of the AI Systems with other products or services; or (c) Client Data. Without limiting the forgoing, HighRidge’s indemnification obligations above shall not apply to Claims involving the gross negligence or willful misconduct of the Client.

10.3 TCPA Indemnification — Mutual.

The parties acknowledge that TCPA compliance for automated SMS messaging and AI voice calling requires coordinated action by both parties. Notwithstanding anything to the contrary in Section 10.1 and 10.2:

(a) Client shall defend, indemnify, and hold harmless HighRidge from and against any Claims arising from Client’s failure to obtain or maintain legally required consents from Client’s customers prior to HighRidge initiating automated SMS or AI voice communications on Client’s behalf.

(b) HighRidge shall defend, indemnify, and hold harmless Client from and against any Claims arising from (i) HighRidge’s failure to honor a properly communicated opt-out request, (ii) HighRidge’s failure to honor STOP or HELP keyword responses, or (iii) HighRidge sending automated messages outside the scope authorized by Client in writing.

Each party’s indemnification obligation under this Section 10.3 is limited to matters within its operational control as described above. Neither party shall be liable to indemnify the other for Claims arising from matters within the other party’s control.

11. DATA PRIVACY AND SECURITY

11.1 Data Handling.

HighRidge will handle Client Data in accordance with its Privacy Policy (available at highridgesystems.com/privacy) and applicable law, including without limitation the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.) and the Telephone Consumer Protection Act (47 U.S.C. § 227) to the extent applicable. The categories of Personal Data that HighRidge collects, stores, and processes on Client’s behalf in providing the Services include, without limitation:

(a) caller information (name, phone number, reason for call, urgency, appointment preferences);

(b) website visitor information (name, email, phone number, chat transcripts, form submissions);

(c) SMS and text message content (outbound review requests, missed-call text-backs, appointment reminders, opt-in and opt-out status);

(d) call recordings and transcripts generated by the AI voice agent;

(e) review content (review text, ratings, and AI-drafted responses);

(f) appointment and scheduling data (dates, times, service type, assigned staff); and

(g) CRM records (lead status, pipeline stage, follow-up history).

HighRidge shall process such Personal Data solely to provide the Services and shall not sell, disclose, or otherwise use Personal Data for any purpose other than performing the Services, including marketing HighRidge’s own products or services to Client’s customers.

11.2 Security Measures.

HighRidge will implement commercially reasonable administrative, technical, and physical safeguards to protect Client Data from unauthorized access, use, or disclosure, consistent with industry standards for small business AI service providers.

11.3 TCPA Compliance.

Client acknowledges that Services involving SMS messaging and AI voice calling are subject to the Telephone Consumer Protection Act (TCPA) and related regulations. Client represents and warrants that: (a) Client has obtained all legally required consents from its customers prior to initiating or authorizing automated SMS messages or AI voice calls through the AI Systems, and (b) each of the phone numbers provided to HighRidge for SMS messaging and/or AI voice calls has an associated ‘opt-in’ or consent notice. Client agrees to indemnify and hold HighRidge harmless from any TCPA claims arising from Client’s failure to obtain required consents. Upon request by HighRidge, Client shall promptly provide documention of any and all consent under this Section 11.3, and in no event no later than 7 days after receiving the request from HighRidge.

11.4 No HIPAA Services.

Unless expressly stated in the Order Form and supported by a separate Business Associate Agreement, HighRidge does not represent that its Services are HIPAA-compliant, and Client shall not transmit Protected Health Information (as defined under HIPAA) through the AI Systems without executing a Business Associate Agreement with HighRidge.

11.5 A2P 10DLC Compliance.

Client acknowledges that SMS messaging services provided under this Agreement require registration with The Campaign Registry (TCR) under A2P 10DLC regulations, including a Brand registration and Campaign registration in Client’s name or in HighRidge’s name on Client’s behalf. Client agrees to:

(a) Provide accurate business information (legal name, EIN, address, website) required for Brand registration;

(b) Maintain a publicly accessible Privacy Policy and Terms of Service containing required SMS consent disclosures, as drafted or reviewed by HighRidge;

(c) Implement opt-in consent language on all forms collecting phone numbers, as specified by HighRidge;

(d) Acknowledge that A2P approval timelines are controlled by third-party carriers and TCR, typically 1-3 weeks but potentially longer, and HighRidge is not responsible for delays caused by these third parties;

(e) Acknowledge that the one-time TCR vetting fee ($19.50, comprised of Brand registration $4.50 + Campaign vetting $15, which is not billed separately but included in the Client’s Setup fee) is non-refundable regardless of approval outcome. The $10 per month A2P 10DLC Monthly Campaign Fee is included in Client’s Monthly Recurring Fee.

11.6 Data Processing and Sub-Processors.

(a) Authorization. Client authorizes HighRidge to collect, store, retrieve, transmit, and use Personal Data on Client’s behalf solely to the extent necessary to provide the Services described in this Agreement and the applicable Order Form.

(b) Sub-Processors. Client acknowledges and authorizes HighRidge’s use of third-party sub-processors (“Sub-Processors”) in connection with the delivery of the Services, including the following functional categories: (i) Voice AI Platform — AI-powered call handling, appointment booking, call recording and transcription; (ii) SMS and Voice Infrastructure — missed-call text-back, review request messaging, call routing, A2P campaign registration; (iii) Automation Platform — workflow orchestration, event-based triggers, data routing; (iv) Customer Relationship Management — lead and contact management, pipeline tracking, form submissions; (v) Email Infrastructure — lead notifications, review alerts, automated correspondence; (vi) Reporting and Analytics — client-facing dashboards, performance metrics; and (vii) AI Language Processing — review response drafting, content generation, conversational intelligence. HighRidge will provide the current list of specific Sub-Processors, including the providers and the categories of Personal Data each processes, upon Client’s written request.

(c) Changes to Sub-Processors. HighRidge shall notify Client in writing at least fifteen (15) days prior to engaging any new Sub-Processor or materially changing the function of an existing Sub-Processor. Client may object in writing within ten (10) days of notification. If HighRidge cannot reasonably accommodate the objection, either party may terminate the affected Service Tier upon thirty (30) days’ written notice.

(d) Sub-Processor Obligations. HighRidge shall ensure that each Sub-Processor is bound by data protection obligations no less protective than those set forth in this Agreement. HighRidge remains liable to Client for the acts and omissions of its Sub-Processors to the same extent HighRidge would be liable if performing the processing directly, subject to the limitations of liability set forth in Section 8.

(e) Data Breach Notification. HighRidge shall notify Client without undue delay, and in no event later than seventy-two (72) hours after becoming aware of a confirmed Data Breach affecting Client’s Personal Data. For purposes of this Section, a “Data Breach” means any unauthorized access to, acquisition of, or disclosure of Personal Data that compromises its security, confidentiality, or integrity. The notification shall include, to the extent reasonably available: (i) the nature of the breach, including categories and approximate number of records affected; (ii) the likely consequences of the breach; (iii) measures taken or proposed to address the breach; and (iv) the identity of any Sub-Processor involved. HighRidge shall cooperate with Client in investigating and mitigating the Data Breach and shall provide reasonable assistance with Client’s notification obligations to affected individuals or regulatory authorities under applicable law.

(f) Data Retention. During the term of this Agreement, HighRidge shall retain Personal Data only for as long as necessary to provide the Services. Call recordings shall be retained for a maximum of ninety (90) days unless a longer period is required by applicable law or agreed in writing. SMS message logs and chat transcripts shall be retained for the duration of the Service Term. Upon termination, HighRidge shall comply with Section 9.5 (Client Data Return) and shall use commercially reasonable efforts to delete or anonymize Personal Data held by Sub-Processors within thirty (30) days of termination, and shall provide written confirmation of deletion upon Client’s request.

(g) Data Subject Requests. If HighRidge receives a request from Client’s customer to access, correct, delete, or restrict processing of their Personal Data, HighRidge shall promptly notify Client and shall not respond to the requester directly unless instructed by Client or required by law.

12. GENERAL PROVISIONS

12.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in La Plata County, Colorado.

12.2 Dispute Resolution.

Before initiating any legal action (other than for injunctive or emergency relief), the parties agree to first attempt good-faith negotiation of any dispute for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved through negotiation, either party may pursue its rights and remedies as provided by law.

12.3 Attorneys’ Fees.

In the event of any action to enforce or interpret this Agreement, the substantially prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party.

12.4 Entire Agreement.

This Agreement, together with all Exhibits and Order Forms, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations. No prior representations, warranties, or statements not contained herein shall be of any force or effect.

12.5 Amendments.

This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both parties. HighRidge reserves the right to update its Service Tier descriptions and pricing with thirty (30) days’ notice pursuant to Section 4.5.

12.6 No Waiver.

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce such provision or any other provision in the future.

12.7 Severability.

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.8 Assignment.

Client may not assign this Agreement or any rights hereunder without the prior written consent of HighRidge. HighRidge may assign this Agreement or any of its obligations or rights herein by providing reasonable prior written notice to the Client and such assignment is to: (i) a parent, subsidiary, or related other entity under common control with HighRidge, or (ii) any party that acquires all or substantially all of HighRidge’s assets or otherwise succeeds to all or substantially all of HighRidge’s business and operations. For purposes of this section, “common control” means the power to direct or cause the direction of the management and policies of a person or an organization, whether by ownership of equity, voting rights, by contract, or otherwise. Any purported assignment in violation of this Section shall be void.

12.9 Notices.

All notices under this Agreement shall be in writing and delivered by: (a) email with confirmation of receipt to the email addresses set forth in the Order Form; (b) overnight courier; or (c) certified mail, return receipt requested, to the addresses set forth above. Notices are effective upon delivery or, for email, upon the next business day following transmission.

12.10 Independent Contractors.

The parties are independent contractors. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, agency, or franchise relationship between the parties.

12.11 Publicity.

HighRidge may reference Client’s name and general description of Services in its marketing materials, case studies, and portfolio without further consent, provided HighRidge does not disclose Client’s Confidential Information. Client may opt out of such reference by written notice to HighRidge.

12.12 Counterparts and Electronic Signatures.

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures, including those obtained through PandaDoc or DocuSign, shall be deemed valid and binding for all purposes.

HighRidge Systems LLC · legal@highridgesystems.com · (970) 508-9555 · 858 Main Ave Unit 201, Durango, CO 81301