AI AUTOMATION SERVICE AGREEMENT

SCOPE OF SERVICES

Bailey Automation Consultant agrees to provide the following AI automation services for the Client's dealership operations:

• Lead Capture System: Implementation of automated lead capture mechanisms across multiple channels including website forms, social media, and third-party platforms.
• Lead Qualification: AI-powered lead scoring and qualification system to prioritize and categorize incoming leads based on predefined criteria.
• Auto-Reply System: Automated response system for immediate customer engagement and follow-up communications.
• Notification System: Real-time alerts and notifications to designated dealership staff for high-priority leads and system events.
• SMS Integration: Text messaging capabilities for customer communication (subject to carrier approval and compliance requirements).
• System Setup: Complete configuration and customization of all automation components to meet Client's specific business requirements.
• Training: Comprehensive training for dealership staff on system operation, best practices, and troubleshooting.
• Ongoing Maintenance: Regular system monitoring, updates, and technical support to ensure optimal performance.
• System Upgrades: Implementation of new features and improvements as they become available.

FEES & PAYMENT TERMS

Payment Terms

• All invoices are due within fifteen (15) days of invoice date (Net 15 terms)
• Late payments will incur a monthly fee of 1.5% of the outstanding balance
• Returned payment fee: $35.00 per occurrence
• Services may be suspended for accounts 30+ days past due
• Client is responsible for all applicable taxes, duties, and governmental fees

TERM & TERMINATION

Initial Term

This Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months.

Renewal

After the initial term, this Agreement will automatically renew on a month-to-month basis unless terminated by either party in accordance with the termination provisions below.

Termination for Convenience

Either party may terminate this Agreement for any reason with thirty (30) days written notice to the other party.

Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof.

Effect of Termination

Upon termination: (a) Setup fees are non-refundable under any circumstances; (b) Client remains responsible for all fees incurred through the termination date; (c) Provider will provide reasonable assistance in data export for up to 30 days post-termination.

CLIENT RESPONSIBILITIES

Client agrees to:

• Provide timely access to necessary systems, platforms, and administrative credentials required for implementation
• Designate qualified personnel to serve as primary contacts and system administrators
• Maintain current and accurate contact information and system access credentials
• Comply with all applicable laws and regulations regarding customer communications and data privacy
• Provide timely feedback and approval on system configurations and customizations
• Maintain adequate internet connectivity and hardware infrastructure to support the services
• Promptly notify Provider of any system issues, security concerns, or changes in business requirements
• Follow established best practices and procedures as outlined in training materials

DELIVERABLES & TIMELINE

• System Analysis: Comprehensive assessment of current systems and requirements within 5 business days of agreement execution
• Initial Setup: Complete system configuration and integration within 10-15 business days after receiving all necessary access credentials
• Staff Training: Comprehensive training sessions for designated staff within 3 business days following system setup completion
• Go-Live: Full system activation within 20 business days of agreement execution (subject to Client cooperation and timely provision of required access)
• Support Hours: Technical support available Monday through Friday, 9:00 AM to 5:00 PM Eastern Standard Time

CONFIDENTIALITY

Both parties acknowledge that they may have access to confidential information of the other party. Each party agrees to:

• Maintain the confidentiality of all proprietary information, customer data, and business practices
• Use confidential information solely for the purpose of performing obligations under this Agreement
• Implement appropriate security measures to protect against unauthorized disclosure or use of confidential information

Survival: The confidentiality obligations under this section shall survive termination of this Agreement for a period of three (3) years.

LIABILITY & DISCLAIMERS

Service Availability

Provider will use commercially reasonable efforts to maintain service availability of 99% uptime. However, Provider does not guarantee uninterrupted service and shall not be liable for temporary service disruptions due to maintenance, updates, or circumstances beyond Provider's control.

Limitation of Liability

Provider's total liability under this Agreement shall not exceed the total fees paid by Client in the twelve (12) months preceding the event giving rise to liability. In no event shall Provider be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits or business interruption.

Data Responsibility

Client is responsible for maintaining adequate backups of all data and information. Provider is not responsible for data loss due to Client's failure to maintain proper backups or due to circumstances beyond Provider's reasonable control.

Third-Party Services

Some services may rely on third-party platforms and integrations. Provider disclaims any liability for third-party service interruptions, policy changes, or discontinuation of services.

SMS Compliance

SMS messaging features are subject to carrier approval and compliance requirements. Provider cannot guarantee message delivery and Client is responsible for ensuring compliance with all applicable telecommunications regulations.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict of law principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Indiana.

Dispute Resolution Process

Before initiating formal legal proceedings, the parties agree to engage in good-faith negotiations to resolve any disputes. If such negotiations fail to resolve the dispute within thirty (30) days, either party may pursue available legal remedies.

Attorneys' Fees

In any legal action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

GENERAL PROVISIONS

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.

Modifications

This Agreement may only be modified by written agreement signed by both parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, government actions, or technical failures of third-party services.

Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.