Master Service Agreement
& Terms of Service

1. Definitions

For purposes of this Agreement:

• “Services” means Xryzex AI’s B2B SaaS platform, including AI-powered inbound and outbound Voice AI receptionist capabilities, telephony workflows, WhatsApp-based content management system functionality, dashboards, routing logic, automation, logs, reporting, and related support tools.
• “AI Output” means any transcription, summary, inferred intent, response, recommendation, order note, classification, disposition, call summary, or other machine-generated output produced by the Services.
• “Client Data” means any data, instructions, catalogs, phone numbers, SIP configurations, pricing information, WhatsApp content, business rules, or other content submitted to the Services by or on behalf of the Client.
• “End-Users” means callers, customers, leads, employees, agents, vendors, or other persons who interact with the Services through phone, telephony flows, WhatsApp, or any communication channel configured by the Client.
• “Third-Party Providers” means the infrastructure and service dependencies used by Xryzex, including but not limited to Google Cloud / Vertex AI, LiveKit, Sarvam AI, Supabase, ChakraHQ, Meta (WhatsApp), and Vobiz / Tata or other telecom carriers, SIP operators, or routing providers.
• “Prepaid Ledger” means the monetary or unit-based balance maintained for prepaid minute consumption, voice usage, messaging usage, or related service credits.

2. Scope of Services

Xryzex grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for the Client’s internal business operations, subject strictly to this Agreement, any executed order form, and all usage rules published or communicated by Xryzex from time to time.

Xryzex may update, modify, optimize, reconfigure, or discontinue features of the Services at any time in furtherance of platform reliability, cost control, infrastructure security, legal compliance, or product improvement, provided that such changes do not intentionally deprive the Client of the core paid service category during an active and funded term except as permitted under this Agreement.

3. Contracting Authority; Account Responsibility

The person accepting this Agreement on behalf of the Client represents and warrants that he or she has full corporate authority to bind the Client. The Client is fully responsible for:

• all acts and omissions of its employees, operators, agents, contractors, and admins;
• all credentials, devices, and dashboard access issued under its account;
• all Client Data, calling lists, catalogs, instructions, and outbound numbers uploaded or configured by it; and
• all use of the Services occurring through its account, whether authorized by the Client or caused by its failure to secure access.

4. Fees; Prepaid Ledger; Billing Structure

4.1 Commercial Model

The Services operate on a strict Prepaid Ledger model consisting of:

• a fixed recurring Base Subscription Rent; and
• Prepaid Talktime / usage minutes or other prepaid usage credits as applicable to voice or messaging workloads.

4.2 Upfront Funding Requirement

The Client must maintain a valid, paid, and sufficiently funded account at all times. Xryzex has no obligation to provide Services on credit, on grace, or during negative balance conditions unless expressly agreed in writing by an authorized signatory of Xryzex.

4.3 Automated Metering

Usage is metered electronically by Xryzex or its Third-Party Providers. The Client acknowledges that automated platform-generated usage records, including call duration, minutes consumed, routing events, and subscription state, shall be presumptive evidence of consumption for billing and enforcement purposes absent manifest technical error proven by the Client.

4.4 No Set-Off

The Client shall pay all fees without deduction, withholding, counterclaim, or set-off except where required by non-waivable law.

5. Automated Billing Enforcement; Suspension; Kill-Switch

5.1 Absolute Suspension Right

The Client expressly acknowledges and agrees that Xryzex operates an automated billing enforcement mechanism and shall have the absolute right to instantly suspend, throttle, block, or disable some or all AI, Voice, telephony, API, dashboard, or WhatsApp operations without prior human notice if:

1. the Base Subscription expires, lapses, is unpaid, or is otherwise not in good standing; or
2. the Prepaid Ledger, prepaid minute balance, or prepaid usage balance reaches zero or falls below an operational threshold determined by Xryzex.

5.2 No Liability for Kill-Switch Enforcement

Xryzex shall bear no liability whatsoever for missed calls, failed outbound calls, unprocessed messages, lost opportunities, lead loss, order loss, delayed responses, operational disruption, reputational impact, or any other consequence resulting from automated suspension under this Section.

5.3 No Refunds for Non-Payment Suspension

No refunds shall be due or payable for any suspension, throttling, degradation, or deactivation caused by non-payment, subscription lapse, insufficient prepaid balance, failed recharge, payment gateway failure attributable to the Client, or other billing default.

5.4 Reactivation

Reactivation is subject to full cure of the payment default, successful system reconciliation, and any reactivation checks Xryzex may require. Xryzex does not guarantee restoration of prior queues, states, sessions, or traffic continuity following suspension.

6. Client Responsibilities; Order Verification Duty

The Client is solely responsible for the business consequences of using the Services. Without limitation, the Client shall:

• configure its pricing, product, quantity, and operating rules correctly;
• review all AI Output affecting commerce, production, fulfillment, pricing, dispatch, support, or customer commitments;
• maintain human oversight proportionate to the commercial risk of each workflow;
• verify all orders, quantities, prices, and customer instructions in the dashboard before acting on them; and
• use the Services only in compliance with law, contract, and industry regulation.

The Client acknowledges that the Services are an automation tool and not a substitute for commercial judgment, dispatch control, regulatory review, or final order approval.

7. AI Hallucination; Accuracy Waiver; Mandatory Human Verification

7.1 Probabilistic Technology

The Client expressly acknowledges that Large Language Models (LLMs), Speech-to-Text (STT), Text-to-Speech (TTS), speech recognition, speaker detection, telephony transcription, and AI reasoning systems are probabilistic technologies. Such systems may generate inaccuracies, omissions, distorted transcriptions, false inferences, unintended wording, incorrect quantities, incorrect product mapping, incorrect language interpretation, or fabricated outputs commonly referred to as “hallucinations.”

7.2 No Accuracy Guarantee

Xryzex does not guarantee 100% accuracy, completeness, availability, reliability, linguistic precision, voice recognition fidelity, transcription quality, intent classification, language translation, numeric extraction, reasoning quality, or order capture correctness in any AI Output.

7.3 Client Assumes All Risk

The Client assumes all risk arising out of or relating to AI errors, including without limitation any instance in which the Services misquote a price, misunderstand a product, mishear a customer name, misstate an order quantity, misclassify intent, fail to capture an exception, or otherwise generate incorrect or incomplete output.

7.4 Mandatory Dashboard Verification

The Client is legally and contractually required to verify all AI-generated orders, instructions, quantities, prices, and fulfillment-relevant outputs in the dashboard or other review interface before manufacturing, packing, dispatch, invoicing, or otherwise acting upon them.

7.5 Liability Exclusion for AI Error

Xryzex shall be strictly not liable for any loss, claim, refund, cost, chargeback, penalty, revenue leakage, production error, inventory error, dispatch error, customer dispute, lost profits, business interruption, or operational damage arising from AI hallucination, AI misreasoning, transcription error, speech recognition error, translation error, quantity error, or any failure by the Client to perform required human verification.

8. Third-Party Dependency; Outage Waiver; SLA Exclusion

8.1 Dependency Stack

The Client acknowledges that Xryzex’s Services materially depend on Third-Party Providers, including but not limited to Google Cloud / Vertex AI, LiveKit, Sarvam AI, Supabase, ChakraHQ, Meta (WhatsApp), and Vobiz / Tata or other telecom carriers and SIP providers.

8.2 No Liability for Third-Party Failures

If any Third-Party Provider experiences downtime, service disruption, latency, packet loss, jitter, route failure, degraded inference, API failure, API rate limits, throttling, quota exhaustion, routing block, policy enforcement, suspension, maintenance event, telecom congestion, call quality degradation, or other outage condition, Xryzex shall be explicitly absolved of all liability for resulting service impairment.

8.3 No SLA Breach Where Cause Is External

Any service level commitment, uptime expectation, or performance target shall be deemed suspended, inapplicable, or not breached to the extent any failure or degradation is caused directly or indirectly by a Third-Party Provider or by internet, telecom, carrier, cloud, electrical, DNS, routing, governmental, or regulatory disruption outside Xryzex’s reasonable control.

8.4 No Guarantee of Carrier Acceptance

Xryzex does not guarantee that any outbound call, SMS-equivalent event, WhatsApp message, SIP connection, or telecommunications route will be accepted, completed, delivered, or connected by a telecom provider, carrier, device, user handset, Meta, or any destination network.

9. Acceptable Use; Telecom Compliance; TRAI and NDNC Obligations

9.1 Client Is the Caller

Where the Client uses any outbound voice, telephony, or messaging feature, the Client expressly acknowledges that Xryzex provides software infrastructure only. The Client is the initiating caller, campaign operator, and business principal responsible for the communication.

9.2 Regulatory Compliance Duty

The Client shall comply at all times with all applicable telecom, anti-spam, and electronic communications laws and directions, including without limitation rules, regulations, directives, and frameworks issued by the Telecom Regulatory Authority of India (TRAI), the National Do Not Call / NDNC registry regime, DoT requirements, carrier policies, WhatsApp platform rules, and all other applicable anti-spam, anti-harassment, consent, and marketing communication laws.

9.3 Responsibility for Dialed Numbers

The Client is entirely responsible for every phone number, contact list, destination endpoint, and outreach workflow it instructs the Services to contact. Xryzex has no duty to validate whether the Client’s list is lawful, consented, scrubbed, permitted, or suitable for telemarketing or service communication.

9.4 Prohibited Conduct

The Client shall not use the Services to:

• spam, harass, intimidate, deceive, or bombard recipients;
• contact numbers in violation of consent rules or NDNC restrictions;
• misrepresent identity, origin, pricing, or legal rights;
• promote unlawful goods, services, or schemes;
• deploy robocalling or automation in violation of telecom law or platform policy; or
• engage in any use likely to attract carrier complaints, blacklisting, platform enforcement, or regulatory action.

9.5 Immediate Termination for Telecom Abuse

Xryzex reserves the right to suspend or terminate the Client immediately, without refund or prior notice, if Xryzex believes, in its sole discretion, that the Client has used or is likely to use the Services for spam, harassment, unlawful solicitation, telecom abuse, or any activity exposing Xryzex or its providers to complaint volume, fines, investigation, or reputational risk.

9.6 Telecom Indemnity

The Client shall fully indemnify, defend, and hold harmless Xryzex and its affiliates, officers, employees, contractors, and providers from and against any claim, penalty, investigation, notice, suspension, fine, cost, or liability arising from the Client’s calling lists, dialed numbers, campaign content, consent failures, TRAI non-compliance, NDNC violation, anti-spam violation, or outbound communication practices.

10. WhatsApp and Platform Policy Compliance

The Client shall comply with all Meta, WhatsApp Business, ChakraHQ, template messaging, opt-in, content, commerce, and conversation-category rules applicable to its usage. Xryzex is not responsible for message rejection, quality downgrade, conversation blocking, account flagging, or messaging limits imposed by Meta, ChakraHQ, or any related provider based on the Client’s content, reputation, or usage practices.

11. Client Data; Instructions; Content Responsibility

The Client retains responsibility for the legality, accuracy, completeness, and appropriateness of all Client Data. The Client represents and warrants that it has all rights, permissions, consents, and legal bases necessary to provide Client Data to Xryzex and to instruct Xryzex to process the same in connection with the Services.

Xryzex shall have no liability for any claim arising from:

• incorrect or outdated product catalogs;
• wrong price lists or quantity rules;
• misconfigured business logic;
• unauthorized employee instructions;
• the Client’s failure to maintain data hygiene; or
• the Client’s failure to remove prohibited, unlawful, or sensitive content from uploads or workflows.

12. Confidentiality

Each party shall protect the other party’s non-public business, technical, commercial, and operational information using at least reasonable care and shall use such information only for purposes of performing this Agreement. The Client acknowledges that Xryzex’s software architecture, pricing, prompts, routing logic, interface structure, and commercial methods constitute proprietary confidential information of Xryzex.

Confidentiality obligations shall not apply to information that is publicly available without breach, lawfully received from a third party without duty, independently developed without use of the other party’s confidential information, or required to be disclosed by law, provided the disclosing party gives notice where legally permitted.

13. Intellectual Property

Xryzex and its licensors retain all right, title, and interest in and to the Services, including all software, models, prompts, interface designs, workflows, APIs, documentation, branding, derivative works, and platform improvements. No ownership rights are transferred to the Client.

Subject to the Client’s rights in its pre-existing Client Data, the Client grants Xryzex a limited right to host, copy, transmit, process, and display Client Data solely as necessary to provide, secure, maintain, and improve the operational performance of the Services for the Client.

14. Suspension for Risk, Abuse, or Legal Exposure

Xryzex may suspend, limit, or terminate access immediately, without liability, if Xryzex reasonably determines that the Client’s use:

• violates this Agreement;
• creates legal, regulatory, carrier, or platform risk;
• threatens system security or stability;
• causes unusual cost spikes, abuse, fraud, or complaint volume;
• endangers Third-Party Provider relationships; or
• is likely to subject Xryzex to penalty, injunction, investigation, or reputational harm.

15. Warranties Disclaimer

Except only to the extent expressly stated in a signed writing by an authorized signatory of Xryzex, the Services are provided on an “as is,” “as available,” and “with all faults” basis. To the maximum extent permitted by law, Xryzex disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, accuracy, or fitness for mission-critical, safety-critical, or loss-intolerant use cases.

Xryzex does not warrant that the Services will be error-free, uninterrupted, secure, latency-free, carrier-compatible, regulation-proof, or suitable for use without human supervision.

16. Limitation of Liability

16.1 Liability Cap

To the maximum extent permitted by applicable law, Xryzex’s total aggregate liability arising out of or relating to this Agreement, the Services, any order form, or any theory of liability whatsoever, whether in contract, tort, negligence, strict liability, statute, indemnity, or otherwise, shall not exceed the total amount actually paid by the Client to Xryzex in the single calendar month immediately preceding the event giving rise to the claim.

16.2 Excluded Damages

In no event shall Xryzex be liable for any:

• indirect, incidental, consequential, exemplary, special, or punitive damages;
• loss of profits, loss of revenue, loss of goodwill, loss of business opportunity, or loss of anticipated savings;
• production loss, dispatch loss, order loss, quantity error, pricing error, inventory loss, recall cost, chargeback, or customer claim;
• data loss, corruption, interception, routing failure, or delayed communications;
• telecom penalty, carrier block, or platform rejection;
• cost of substitute services; or
• loss arising from AI Output, hallucination, transcription inaccuracy, third-party outage, or suspension under the billing kill-switch.

These exclusions apply even if Xryzex was advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.

17. Indemnification

17.1 Client Indemnity

The Client shall defend, indemnify, and hold harmless Xryzex, its affiliates, founders, directors, officers, employees, contractors, licensors, and providers from and against all third-party claims, complaints, proceedings, investigations, losses, damages, liabilities, judgments, settlements, fines, penalties, and costs (including reasonable legal fees) arising out of or relating to:

• the Client’s use of the Services;
• the Client’s calling campaigns, WhatsApp campaigns, contact lists, opt-in status, or telecom conduct;
• the Client’s violation of TRAI, NDNC, anti-spam, privacy, consumer, or sectoral regulation;
• the Client Data or the Client’s instructions to Xryzex;
• the Client’s products, pricing, fulfillment, dispatch, customer representations, or order execution;
• any allegation by the Client’s End-Users, customers, leads, employees, or vendors;
• any failure by the Client to verify AI-generated orders or outputs; and
• any breach of this Agreement by the Client.

17.2 End-User Claim Shield

Without limitation to the foregoing, the Client expressly agrees to fully indemnify and hold Xryzex harmless against any and all claims by the Client’s own End-Users, including claims based on alleged misinformation, missed calls, wrong orders, consent disputes, telemarketing allegations, spam complaints, service dissatisfaction, or alleged losses caused by interactions with the Client’s configured workflows.

18. Term; Termination

18.1 Term

This Agreement begins on the date of acceptance and continues until terminated in accordance with its terms or the applicable order form.

18.2 Termination by Xryzex

Xryzex may terminate this Agreement or any Service immediately upon written or electronic notice if the Client:

• fails to pay any amount when due;
• causes repeated billing failures or insufficient balance events;
• violates telecom, messaging, or anti-spam law;
• creates legal or provider risk;
• breaches any material term of this Agreement; or
• becomes insolvent, enters liquidation, or ceases business operations.

18.3 Effect of Termination

Upon termination or expiry, the Client’s access rights cease immediately. Xryzex may disable credentials, calling flows, WhatsApp routing, AI access, and dashboards. Outstanding fees remain payable. Xryzex has no obligation to maintain dormant infrastructure or preserve data indefinitely after termination, subject to internal retention practices and law.

19. Force Majeure

Xryzex shall not be liable for any delay, failure, degradation, or interruption caused by events beyond its reasonable control, including cloud outage, telecom failure, carrier congestion, internet disruption, electrical failure, cyberattack, labor issue, natural disaster, war, epidemic, governmental order, regulatory intervention, or failure of a Third-Party Provider.

20. Audit of Abuse; Investigation Cooperation

If Xryzex receives a complaint, legal notice, telecom escalation, provider escalation, or suspicious usage signal relating to the Client, Xryzex may investigate account activity, review logs, restrict usage, request information, or require remediation measures. The Client shall cooperate promptly and at its own cost. Refusal to cooperate shall constitute material breach.

21. Notices

Notices under this Agreement may be delivered by email, dashboard notice, billing interface, or other electronic means customarily used by Xryzex for account communications. Notices to Xryzex shall be effective only when sent to the official legal or commercial contact designated by Xryzex.

22. Assignment

The Client may not assign, transfer, novate, delegate, or otherwise dispose of this Agreement or any rights hereunder without Xryzex’s prior written consent. Xryzex may assign this Agreement in connection with reorganization, merger, asset sale, affiliate transfer, or financing transaction.

23. Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates any partnership, agency, fiduciary duty, employment relationship, franchise, or joint venture. The Client has no authority to bind Xryzex.

24. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to conflict of law principles.

Subject to applicable law, the courts at [________________] shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement.

25. Entire Agreement; Amendment; Severability

This Agreement, together with any applicable order form, pricing schedule, or written addendum executed by Xryzex, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior discussions, proposals, or understandings on that subject. No amendment shall bind Xryzex unless made in writing or published electronically by Xryzex as an updated contractual version.

If any provision is held unenforceable, the remaining provisions shall continue in full force to the maximum extent permitted by law, and the invalid provision shall be construed as nearly as possible to reflect its original protective intent.

26. Survival

Sections concerning fees, suspension rights, AI disclaimer, third-party dependency waiver, confidentiality, intellectual property, limitation of liability, indemnity, governing law, dispute venue, and all provisions which by their nature should survive, shall survive termination or expiry of this Agreement.