APPENDIX A

DISPUTES. Any disputes that arise between the parties with respect to the performance of this contract shall be submitted to binding arbitration. If required, both parties will mutually agree on an arbitrator Association, and adhere to the arbitrator’s rulings. Both parties hereby agree to share equally in the costs of said arbitration. The final arbitration decision shall be enforceable through the courts of the state of California. In the event that any court of competent jurisdiction holds this arbitration provision unenforceable, then

PAST DUE AMOUNTS. Amounts owing to AGENCY for fees and/or expenses that remain outstanding for thirty (30) calendar days from the invoice date shall be considered past due, and if still past due fifteen (15) calendar days after Client has been notified of the past due status, Client shall pay interest on such past due amounts at a rate of one percent (1%) per month until all amounts owing, including interest, are paid in full.

COLLECTION. Client shall be responsible for all costs incurred by AGENCY in the collection of past due amounts for fees. Such collection costs shall include but not be limited to, attorneys' fees and shall include fees for time expended on collection by AGENCY at its highest prevailing hourly rate.



LIMITED LIABILITY. AGENCY’s liability is limited to the creation and deployment of the AiGent according to Client’s specifications. AGENCY is not responsible for the AiGent providing wrong information (especially in the first 30 days after deployment where the AiGent is being optimized), service interruption due to connection failure or 3rd party phone number provider. In any case AGENCY’s liability will be up to the total payments made to AGENCY. The Client understand and agrees that much like a human phone representative, AiGent can make mistakes, and the Client will not hold Agency responsible for those mistakes. 

CONFIDENTIALITY: AGENCY will not at any time or in any manner, either directly or indirectly, use for the personal benefit of AGENCY, or divulge, disclose, or communicate in any manner any information that is proprietary to Client, or which has been provided to Client by others under confidentiality restrictions.  AGENCY will protect such information and treat it as strictly confidential.  This provision shall continue to be effective after termination of this Agreement.   Confidential information includes, but is not limited to, customer lists, contacts, vendors, mark-ups, profit/overhead percentages, any spreadsheet or computer-generated data regarding the project or business, as well as all business, technical and non-public financial information of the Client.