BDR.AI LLC Master Services Agreement (MSA)
This agreement governs your acquisition and use of our services. By accepting this agreement, either by clicking a box indicating your acceptance or by executing an order form that references this agreement, you agree that you have read, understand, and agree to be bound by the terms of this agreement, as well as all other rules or policies, terms and conditions, or other agreements that are incorporated herein by reference. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “YOU” or “YOUR” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.
You may not access the Services if CLIENT is a PROVIDER direct competitor, except with PROVIDER prior written consent.
This agreement is effective between CLIENT and PROVIDER (BDR.AI) as of the date of CLIENT accepting this agreement through a signed Work Order.
Agreement between CLIENT (your company) and BDR.AI, with principal offices at 42149 Elm St, Murrieta, CA 92562 (collectively referred to as the “parties”).
WHEREAS CLIENT is interested in availing Sales Planning, Sales Delivery and Sales Optimization services of BDR.AI for providing said services to CLIENT and assigned to BDR.AI; and
WHEREAS BDR.AI, an AI for Sales Company, is interested in providing the necessary service and personnel for each assigned CLIENT campaigns.
NOW THEREFORE, in consideration of the mutual promises and obligations of CLIENT and BDR.AI, as set forth herein, and other good and valuable consideration, the sufficiency of which is acknowledged by the execution of this Agreement, the parties agree as follows:
As part of the CLIENT Master Services Agreement and Terms Of Use, BDR.AI shall provide management and administrative services and technology, as established by BDR.AI The BDR.AI Onboarding Document shall be reasonable in nature and shall be used exclusively for the performance of this Agreement. This Master Services Agreement will be modified by executed Work Orders, which will be a part of this Agreement. The Work Orders need not be attached to the Master Agreement for the Master Agreement to be enforceable between the parties.
This Master Agreement will be modified by executed Work Orders, which will be a part of this Agreement.
BDR.AI will use its best efforts to assure maximum program performance for each campaign. To that end, BDR.AI shall:
Provide feedback and consult with CLIENT on ways to improve the data, digital outreach, and dials/conversations including email, social, and phone messaging;
Manage the list and playbooks to ensure maximum performance from each agent;
Provide sufficient supervision and monitoring daily;
BDR.AI will provide CLIENT with ongoing reporting.
Termination: Unless otherwise specified in the applicable Work Order and signed quote, either party may terminate a Work Order at any time by providing thirty (30) days written notice of termination to the other party. The Client must submit the written notice of termination via email to support@bdr.ai, with a copy sent to david@bdr.ai. Upon receipt of such notice, BDR.AI will cease all services related to the terminated Work Order at the end of the 30-day notice period, and the Client will be responsible for any fees and costs incurred up to the termination date.
Appropriate personnel at BDR.AI shall be available to discuss and implement proposed changes resulting from the feedback provided by CLIENT.
BDR.AI will safeguard and hold as confidential its relationship with CLIENT, this Agreement and all information relating to CLIENT programs including but not limited to, all name lists, reports, response data, scripts, direct mail materials, and any other CLIENT written materials, strategies and marketing plans which could reasonably be expected to be confidential information (“Confidential Information”). BDR.AI will use the Confidential Information for the purposes contemplated by this Agreement and will not disclose, copy or make such Confidential Information available to any third party, individual, organization or business without the prior written consent of CLIENT. BDR.AI may use CLIENT logo on the BDR.AI website to promote satisfied customers, however, and may at times ask that CLIENT be available for calls with potential BDR.AI customers.
CLIENT will indemnify, defend, and hold harmless BDR.AI against any and all losses, damages, liabilities, judgments, attorney’s fees, costs, and expenses which BDR.AI may incur by reason of any claims, demands, lawsuits, actions, or proceedings brought against BDR.AI on account of any acts, conduct, or omissions of CLIENT, or BDR.AI’s use of any CLIENT approved script, provided such use is in accordance with CLIENT’s instructions.
CLIENT will indemnify, hold harmless and defend BDR.AI against any claim, loss, judgment or fine that BDR.AI may sustain as a result of any violations of the Do-Not-Call List during the campaign of CLIENT. CLIENT warrants that prospect names and telephone number provided to BDR.AI by CLIENT are not on the Do-Not-Call List.
CLIENT acknowledges and agrees that BDR.AI shall not be liable under any circumstances to CLIENT or any other party, person, or entity for any damages or losses that may result from any of the following: (a) termination, suppression, loss, or modification of your service; (b) use of or inability to use the service; (c) access delays or access interruptions to service; (d) interruption of business; (e) data non-delivery, mis-delivery, corruption, destruction, or other modification; (f) events beyond BDR.AI’s control; (g) application of any law, regulation, or BDR.AI policies; (h) statements or conduct of any third party using CLIENT’s services; or (i) any other matter relating to CLIENT’s use of the services.
In no event will BDR.AI be liable for any special, incidental, consequential, or punitive damages, including lost profits or loss of goodwill, regardless of whether BDR.AI was advised of the possibility thereof. CLIENT further agrees that BDR.AI’s aggregate and entire liability, in law, equity, or otherwise, shall not exceed the total amount paid by PROVIDER for the services, and in no event shall it be greater than $1,000 USD. CLIENT acknowledges and agrees that this will be its exclusive remedy under this Agreement and otherwise in relation to its use of the services. CLIENT acknowledges and agrees that the limitations contained in this Section are an essential element of this Agreement.
BDR.AI warrants that fees presented in each Work Order shall represent the only fees that BDR.AI will charge CLIENT for services. Any changes in price or fee structure must be approved by CLIENT in writing.
It is specifically understood that CLIENT shall remit to BDR.AI payments of amounts due for services described in the Program Attachment before services are rendered.
In consideration for the extension of credit, said business promises to pay for all purchases within the terms agreed upon in the Work Order and agrees to pay a service charge per month of 1% per month (12% annual percentage rate) on all past due balances. In the event any third parties are employed to collect any outstanding monies owed by said business the undersigned agrees to pay reasonable collection costs, including attorney fees, whether or not litigation has commenced, and all costs of litigation incurred. The undersigned represents that he/she has the authority to execute this credit agreement on behalf of the business identified.
The parties do not have and are not to be deemed to have the relationship of principal/agent/joint venture, employer-employee, or partnership. Except as expressly provided for in this Agreement, neither party is authorized to act for the other in any way. The parties are acting only as independent contractors.
Neither party shall be liable for any delay or failure in performance under this Agreement or for any interruption of services rendered hereunder, which result directly or indirectly from acts of God, civil or military authority, acts of public enemies, war, acts of terrorism, pandemics, government shutdowns or restrictions, accidents, fires, earthquakes, weather, or any other cause beyond the direct and reasonable control of the parties to this Agreement.
This Agreement supersedes any previous written or oral Agreement between CLIENT and BDR.AI Any previously executed program-specific attachments for current CLIENT campaigns will become Program Attachments to this Agreement.
All notices, demands or communications that are required under this Agreement, shall be sent to the address listed on the Work Order.
See Attachment A. BDR.AI Solutions, description of services and deliverables.
BDR.AI partners with Sales Enablement technologies including ConnectAndSell, ZoomInfo, SalesIntel, and others. CLIENT agrees to these terms & conditions as provided by BDR.AI partners (https://www.connectandsell.com/docs/CONNECTANDSELL_ONLINE_AGREEMENT_DIALS.pdf)
This Agreement shall be governed by, and construed in accordance with, the laws of the United States and the State of Colorado, without regard to conflict of law principles.
Any judicial proceeding relating to or arising under this Agreement or the services will be instituted only in a federal or state court of competent jurisdiction in the State of Colorado. CLIENT and BDR.AI consent to the personal jurisdiction of such courts and waive the right to challenge the jurisdiction of such courts on grounds of lack of jurisdiction or forum non convenience. CLIENT and BDR.AI waive the right to a trial by jury in any action that takes place relating to or arising under this Agreement or the services.
In the event that BDR.AI. undergoes a sale, merger, or other transfer of all or substantially all of its assets or business to another company, CLIENT agrees that this Agreement, including all Work Orders, shall be automatically assigned to the new entity. The new entity shall assume all rights and obligations under this Agreement, and CLIENT shall continue to receive the services as provided for herein without interruption. CLIENT further agrees to cooperate with BDR.AI, and the new entity to execute any additional documents necessary to effectuate such transfer and assignment.
Other
Force Majeure. In no event shall the parties be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including (but not limited to) accidents, acts of war or terrorism, natural catastrophes, pandemics, or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the parties shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.
Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
The terms and conditions contained in this Agreement expressly exclude any of Influencer's general terms and conditions or any other document issued by Influencer in connection with this Agreement.
Signatories. This Agreement shall be signed by Influencer and by Company and is effective as of the date first above written.
Please Address Questions to: david@bdr.ai
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day and date shown in the signed Work Order/Order Form that references this agreement.
BDR.AI LLC