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Repliant Arc LLC — Service Agreement

This Service Agreement ("Agreement") is entered into between Repliant Arc LLC, a Florida limited liability company ("Company"), and the client identified in the onboarding form ("Client"). By checking the acknowledgment box below, Client agrees to be legally bound by this Agreement.

1. Scope of Services — "As-Is" Provision

Repliant Arc LLC provides website development, website hosting, AI chat widget deployment, AI voice receptionist configuration, and related digital services on an "as-is" and "as-available" basis. Company does not guarantee uninterrupted, error-free, or continuous operation of any service. Client acknowledges that all services depend on third-party infrastructure including but not limited to Cloudflare, Namecheap, OpenAI, Trillet AI platform, Calendly, Google Calendar, Resend, Twilio, and Web3Forms. Company is not responsible for service interruptions, data loss, configuration failures, or security incidents caused by third-party platform outages, policy changes, pricing changes, or termination of services by any third-party provider.

2. No Guarantee of Results

Company makes no representations or warranties regarding business outcomes, lead volume, call conversion rates, booking rates, revenue increases, search engine rankings, or any other performance metric. The SALES LINKAGE™ Process and CARE™ Process are proprietary frameworks deployed in good faith. Results depend entirely on factors outside Company's control including Client's industry, market conditions, call volume, and business practices. Client acknowledges they are purchasing a configuration and deployment service, not a guaranteed business outcome.

3. AI Output Disclaimer

Ashley is an artificial intelligence system. AI-generated responses may occasionally be inaccurate, incomplete, inappropriate, or inconsistent with Client's stated policies. Company is not liable for any customer misunderstanding, lost sale, reputational harm, regulatory complaint, or legal claim arising from any AI-generated response, whether by voice, text, or chat. Client is solely responsible for reviewing AI conversation logs and promptly notifying Company of any inaccurate responses that require correction.

4. Allocation of Risk and Limitation of Liability

To the maximum extent permitted by applicable Florida law, Company, its owners, members, employees, contractors, and agents shall not be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages. This includes without limitation damages for loss of profits, loss of revenue, loss of goodwill, loss of data, loss of customers, or business interruption arising from or relating to the use of, inability to use, or performance of any service. Under no circumstances shall Company be responsible for any damage, loss, or injury resulting from unauthorized access, hacking, data breaches, credential compromise, or third-party security failures.

5. Liability Cap

In no event shall Company's total cumulative liability to Client for all damages, losses, and causes of action — whether in contract, tort including negligence, strict liability, or otherwise — exceed the total amount paid by Client to Company during the one (1) calendar month immediately preceding the event giving rise to the claim. This cap applies regardless of the form of action and whether Company has been advised of the possibility of such damages.

6. Client Responsibilities

Client retains sole legal ownership and full administrative responsibility for all content published on Client's website, all customer data collected through Client's services, all privacy policy obligations, and all compliance with applicable laws including GDPR, CCPA, HIPAA where applicable, ADA accessibility regulations, FTC advertising guidelines, and TCPA telecommunications regulations. Company provides technical infrastructure only. Company does not provide legal, compliance, medical, financial, or professional advice of any kind.

7. Credential and Security Responsibility

Client is solely responsible for maintaining the security of all login credentials, API keys, domain access, hosting access, and payment processor credentials associated with Client's accounts. Company is not liable for any loss, breach, unauthorized access, or service disruption resulting from Client's failure to secure credentials, Client's sharing of credentials with unauthorized parties, or Client's use of weak or compromised passwords. Client authorizes Company to access Client's accounts solely for the purpose of performing contracted services.

8. Indemnification

Client agrees to defend, indemnify, and hold harmless Repliant Arc LLC, its members, officers, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from: (a) Client's use of any service; (b) Client's violation of this Agreement; (c) Client's violation of any third-party right including privacy, intellectual property, or consumer protection rights; (d) data breaches originating from Client's systems, credentials, or practices; (e) customer interactions with AI systems configured per Client's instructions; (f) false or misleading statements generated by AI systems based on inaccurate information provided by Client; (g) Client's non-compliance with any applicable law or regulation.

9. Intellectual Property

The SALES LINKAGE™ Process, CARE™ Process, and all proprietary frameworks, prompts, system configurations, and methodologies developed by Repliant Arc LLC remain the exclusive intellectual property of Repliant Arc LLC regardless of whether deployed on Client's behalf. Client receives a limited, non-transferable, non-exclusive license to benefit from these frameworks solely during the term of active paid service. Website designs, code, and content created specifically for Client become Client's property upon payment in full. Generic templates, frameworks, and base code remain Company's property.

10. Scope of Maintenance Services

"Content update" is defined strictly as replacing existing text with new text, or replacing an existing image with a new image, within an already-designed page layout. Content updates do not include: adding new sections, redesigning existing sections, adding new pages, changing navigation structure, modifying forms or integrations, rebuilding chat flows, or any change that requires new code development. Any request outside this definition is a structural change and will be quoted separately or applied against the Client's monthly change request allocation. Unused monthly content updates or change requests do not roll over to subsequent months.

11. Uptime and Performance

Company will use commercially reasonable efforts to maintain website availability. Scheduled maintenance, third-party outages (including Cloudflare, Namecheap, and hosting providers), force majeure events, and security incidents outside Company's control are excluded from any uptime commitments. Company does not guarantee specific page load speeds, Core Web Vitals scores, or search engine rankings. These metrics depend on factors including Client's content, images, and third-party scripts that Company does not control.

12. Payment Terms and Service Suspension

All monthly fees are due in advance on the billing date. Services may be suspended without notice if payment fails or is not received within 5 business days of the due date. Suspended services are restored upon receipt of payment plus a $25 reactivation fee. If services remain suspended for 30 days, Company reserves the right to permanently terminate service and release all associated resources including domain configuration, hosting accounts, and AI configurations. Client data will be held for 30 days after termination before permanent deletion. Founding customer pricing is locked for life only while the account remains in continuous active paid status.

13. Change Request Policy

All change requests must be submitted in writing through the official support channel at support@repliantarc.com. Verbal requests — by phone, text, or in-person — are not binding and will not be actioned until submitted in writing. Company will acknowledge all written requests within the SLA for the Client's support plan. Change requests are actioned in the order received. Urgent requests outside normal scope are subject to availability and standard change fees regardless of support plan level.

14. Force Majeure

Company shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control including acts of God, natural disasters, government actions, internet outages, cyberattacks on third-party infrastructure, platform policy changes, AI model updates or deprecations, labor disputes, or pandemic-related disruptions.

15. Governing Law, Dispute Resolution, and Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall first be submitted to good-faith negotiation. If not resolved within 30 days, the dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, conducted in Brevard County, Florida or by video conference. YOU AND REPLIANT ARC AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY — NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable, this entire arbitration provision is null and void. Either party may seek injunctive relief in a Florida court to prevent irreparable harm. Claims must be brought within one year of accrual or are permanently waived.

16. Severability

If any provision of this Agreement is found unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the remainder of the Agreement remains in full force and effect.

17. Entire Agreement

This Agreement, together with any applicable service order or proposal, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, warranties, and understandings. This Agreement may only be modified in writing signed by an authorized representative of both parties.