Client Services Agreement

This Client Services Agreement (the “Agreement”) is between Limnsoft LLC, doing business as LIMN, a limited liability company based in Utah, reachable at contact@limnsoft.com (“Provider,” “we,” or “us”), and the business identified in the signature block below (“Client” or “you”). Provider and Client are each a “party.”

Provider designs, builds, and operates AI-enabled software, automations, voice and chat agents, and related services. This Agreement sets the general terms for all work. The specifics of each project (deliverables, timeline, price, and acceptance criteria) are set out in a separate Statement of Work.

Client confirms that it is entering this Agreement for business purposes, not for personal, family, or household purposes, and that the person signing has authority to bind Client.

“AI Output” means any text, audio, voice, image, code, summary, classification, decision, or other content generated by a machine-learning or artificial-intelligence model in connection with the Services.

“Client Content” means materials, data, instructions, trademarks, and information that Client or its users provide to Provider, including End-User Data.

“Deliverables” means the items Provider creates specifically for Client and that a Statement of Work expressly identifies as Deliverables.

“End-User Data” means personal information about Client’s customers, leads, callers, employees, or other individuals that Provider processes on Client’s behalf, including call audio, recordings, transcripts, phone numbers, and messages.

“Provider Materials” means everything Provider owned, developed, or licensed before or independently of a Statement of Work, and all general improvements to it, including Provider’s software, code libraries, tooling, system prompts, prompt libraries, agent configurations, workflows, templates, evaluation sets, frameworks, methods, and know-how.

“Services” means the services described in a Statement of Work, including any hosted, managed, or ongoing services.

“Statement of Work” or “SOW” means a document signed by both parties that references this Agreement and describes a specific project. Exhibit A is the SOW template.

“Third-Party Services” means software, AI models, APIs, telephony, hosting, and other services supplied by companies other than Provider.

2.1 SOWs. Provider will perform the Services described in each SOW. Each SOW will describe, at a minimum, the Deliverables, timeline and milestones, fees and payment schedule, acceptance criteria, Client responsibilities, and any Third-Party Services involved. Work not described in a SOW is out of scope.

2.2 Order of precedence. If this Agreement and a SOW conflict, this Agreement controls, unless the SOW states that it overrides a specific numbered section of this Agreement. In that case the SOW controls for that project only.

2.3 Timelines. Dates in a SOW are good-faith estimates. Provider will use commercially reasonable efforts to meet them. Timelines extend automatically for delays caused by Client, by Third-Party Services, or by events described in Section 21.4.

2.4 Personnel. Provider decides how, when, and by whom the Services are performed. Provider may use qualified subcontractors and remains responsible for their work under this Agreement.

3.1 Cooperation. Client will provide timely access, accounts, content, decisions, and feedback that Provider reasonably requests, and will name a representative with authority to approve work. Provider is not responsible for delays or defects caused by late, inaccurate, or incomplete Client input.

3.2 Inactive projects. If Client does not respond to a reasonable request for 30 days, Provider may pause the project. If Client remains unresponsive for 60 days, Provider may close the SOW by written notice and invoice for work performed through that date. Restarting a closed project may require a new SOW and schedule.

3.3 Change orders. Either party may request a change in scope. Changes take effect only when documented in a written change order, which may be confirmed by email, stating the effect on fees and timeline. Unless the SOW says otherwise, additional work is billed at Provider’s then-current hourly rate.

3.4 Lawful use. Client is responsible for how it uses the Services and Deliverables, including compliance with all laws that apply to Client’s business, its communications with its own customers, and its industry.

4.1 Review period. When Provider delivers a Deliverable or milestone, Client has 5 business days to review it against the acceptance criteria in the SOW.

4.2 Rejection. To reject, Client must send written notice within the review period describing each specific failure to meet the acceptance criteria. Provider will correct the reported nonconformities and redeliver, and a new review period will begin for the corrected items.

4.3 Deemed acceptance. A Deliverable is accepted on the earliest of (a) Client’s written approval, (b) the end of the review period without a compliant rejection notice, or (c) Client’s use of the Deliverable in live production or with its customers.

4.4 AI criteria. Acceptance criteria for AI features will be functional and testable, such as completing defined test scenarios or meeting a stated success rate on an agreed test set. Occasional incorrect or unexpected AI Output that does not cause the Deliverable to fail its stated criteria is not grounds for rejection (see Section 8).

6.1 Late fees. Undisputed amounts not paid within 10 days after their due date accrue a late charge of 1.5% per month (18% per year), or the maximum rate permitted by law if that is lower, from the due date until paid.

6.2 Suspension. If an undisputed amount is more than 15 days past due, Provider may, after 5 days’ written notice, suspend work and any hosted or managed Services until the account is current. Timelines extend by the length of the suspension, and restarting may require rescheduling. Suspension does not relieve Client of its payment obligations.

6.3 Collection costs. Client will reimburse Provider’s reasonable costs of collecting overdue undisputed amounts, including collection agency fees and reasonable attorneys’ fees.

9.1 Disclosure. To perform the Services, Provider sends Client Content, prompts, and End-User Data, including call audio and transcripts, to Third-Party Services for processing. These include large-language-model providers (for example, OpenAI, Anthropic, or Google), speech-to-text and text-to-speech providers, telephony and messaging carriers, and cloud hosting and database providers. Provider will give Client a current list of the Third-Party Services used for its project on request.

9.1a ULIO. The AI Receptionist is delivered on ULIO, a third-party AI receptionist and business-dashboard platform. ULIO is a separate company from Provider; Provider does not develop or own ULIO's underlying AI or dashboard technology. Provider licenses ULIO, then configures, brands, and manages it on Client's behalf as part of the Services. Provider remains Client's single point of contact for support, billing, and any issues with the Services — Client does not need to deal with ULIO directly.

9.2 Vendor terms. Where available, Provider uses business or API offerings whose published terms at the time of selection do not permit the vendor to train its models on customer data by default. Third-Party Services are governed by their own terms and privacy policies. Provider is not responsible for their outages, errors, security incidents, pricing changes, or policy changes, except to the extent caused by Provider’s own breach of this Agreement.

9.3 Client-held accounts. If Client provides its own accounts or API keys, Client is responsible for complying with those vendors’ terms and for all charges on those accounts.

9.4 No training on your data. Provider will not use Client Content or End-User Data to train or fine-tune AI models offered to other clients. Provider may use aggregated, de-identified usage and performance data that does not identify Client or any individual to operate, secure, and improve its services.

11.1 What we collect. Provider collects and processes: (a) business contact, billing, and signing information, including names, titles, emails, phone numbers, and the signature record created by this page; (b) Client Content; (c) End-User Data processed on Client’s behalf, such as call audio, recordings, transcripts, phone numbers, messages, form entries, and CRM records; and (d) technical and usage data, such as system logs, API usage, and performance metrics.

11.2 Roles. For End-User Data, Client is the “business” or “controller,” and Provider is Client’s “service provider,” “contractor,” or “processor,” as those terms are used in the California Consumer Privacy Act as amended by the CPRA (“CCPA”), the Utah Consumer Privacy Act, and similar state privacy laws.

11.3 Service-provider commitments. For End-User Data, Provider will: (a) process it only to perform the Services and for the business purposes described in the SOW; (b) not sell or share it, as those terms are defined in the CCPA; (c) not retain, use, or disclose it outside the direct business relationship with Client or for any purpose other than those listed here; (d) not combine it with personal information from other sources except as the CCPA permits; (e) comply with the obligations that apply to service providers under applicable privacy laws and provide the same level of privacy protection they require; (f) notify Client if Provider determines it can no longer meet these obligations; (g) allow Client to take reasonable steps to stop and remediate any unauthorized use; (h) help Client respond to consumer privacy requests; (i) bind its subprocessors to written terms at least as protective; and (j) once per year, on written request, answer a reasonable security and privacy questionnaire.

11.4 Storage. Data is stored with Provider’s cloud and Third-Party Service vendors, primarily in the United States. Provider maintains commercially reasonable administrative, technical, and physical safeguards suited to the nature of the data, including encryption in transit, encryption at rest where the vendor supports it, access limited to personnel who need it, and multi-factor authentication on administrative accounts.

11.5 Retention. Unless the SOW sets a different period: call recordings and transcripts are kept for 90 days after they are created; other Client Content and End-User Data are kept for the term of the applicable SOW. Within 30 days after a SOW ends, Provider will delete or return the related Client Content and End-User Data, and Client may request an export in a standard format during that window. Residual copies in routine backups are deleted as backups rotate, within 90 days. Contracts, invoices, and signing records are kept as long as needed for legal, tax, and accounting purposes.

11.6 Deletion on request. Client may ask Provider at any time to delete specific Client Content or End-User Data. Provider will delete it within 30 days and confirm in writing, except where retention is required by law or a legal hold. Provider will forward any privacy request it receives directly from an individual to Client within 5 business days and will not respond to it on Client’s behalf unless Client instructs otherwise.

11.7 Data Client must not send. Unless a SOW expressly covers it and the parties sign any additional agreement the law requires, Client will not provide: protected health information subject to HIPAA (which requires a business associate agreement); full payment-card numbers; Social Security or government ID numbers; biometric identifiers; data about children under 13; or personal data of individuals in the EU, UK, or other jurisdictions that require a separate data processing agreement.

11.8 Client’s notices. Client is responsible for giving its customers and users the privacy notices and obtaining the consents required by law, including notice that their data is processed by vendors, AI systems, and call-recording tools as described in this Agreement.

If Provider confirms unauthorized access to or disclosure of End-User Data in Provider’s possession or control, Provider will notify Client without undue delay and in any event within 72 hours after confirmation, share the information reasonably available to it, take reasonable steps to contain the incident, and cooperate with Client’s investigation. Client decides whether and how to notify affected individuals and regulators, unless the law requires Provider to do so directly. Notice of an incident is not an admission of fault.

14.1 Definition. “Confidential Information” means non-public information one party (the “discloser”) shares with the other (the “recipient”) that is marked confidential or that a reasonable person would understand to be confidential, including business plans, pricing, customer data, source code, prompts, and the terms of any SOW. Client’s Confidential Information includes Client Content. Provider’s Confidential Information includes Provider Materials.

14.2 Exclusions. Confidential Information does not include information that the recipient can show (a) is or becomes public through no fault of the recipient, (b) it already knew without a duty of confidentiality, (c) it received from a third party without a duty of confidentiality, or (d) it developed independently without using the discloser’s information.

14.3 Obligations. The recipient will use Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to its employees, contractors, advisers, and Third-Party Services that need it for this Agreement and are bound by confidentiality obligations at least as protective. Each party is responsible for breaches by those it discloses to.

14.4 Required disclosure. The recipient may disclose Confidential Information when required by law or court order, if it gives the discloser prompt notice (where legally allowed) and reasonable help seeking protection, and discloses only what is required.

14.5 Duration and return. These obligations continue during this Agreement and for three years after it ends, and for trade secrets for as long as they remain trade secrets. On request after termination, the recipient will return or destroy the discloser’s Confidential Information, except copies kept in routine backups or required by law, which remain protected.

14.6 Remedies. Unauthorized disclosure may cause harm that money cannot adequately fix, so the discloser may seek an injunction in addition to other remedies, without posting a bond where the law allows.

17.1 By Client. Client will defend Provider and its owners, personnel, and contractors against any third-party claim, demand, fine, or government investigation, and pay the resulting damages, settlements, penalties, and reasonable attorneys’ fees, to the extent arising from: (a) Client Content; (b) Client’s use of the Services, Deliverables, or AI Output; (c) any call, text message, recording, or transcription made through the Communications Services, including claims under the TCPA or any recording-consent, telemarketing, privacy, biometric, or right-of-publicity law; (d) Client’s failure to give required notices or obtain required consents; or (e) Client’s breach of law or of Sections 8, 10, or 11.

17.2 By Provider. Provider will defend Client against any third-party claim alleging that Provider Materials, as delivered by Provider, infringe a United States copyright or misappropriate a trade secret, and pay the resulting damages and settlements Provider agrees to. Provider has no obligation for claims arising from Client Content, AI Output, Third-Party Services or materials, modifications not made by Provider, or combinations with items not supplied by Provider. If such a claim occurs or seems likely, Provider may modify the materials to be non-infringing, obtain a license, or terminate the affected Services and refund prepaid fees for the undelivered portion. This section states Provider’s entire obligation for infringement claims.

17.3 Process. The party seeking protection must notify the other promptly (a delay excuses the obligation only to the extent it causes prejudice), give it control of the defense and settlement, and reasonably cooperate at its expense. No settlement may impose an admission or obligation on the protected party without its consent, which will not be unreasonably withheld.

18.1 Term. This Agreement begins on the Effective Date and continues until terminated. Each SOW runs for the term it states. Either party may terminate this Agreement on 30 days’ written notice when no SOW is active.

18.2 Termination for breach. Either party may terminate this Agreement or an affected SOW if the other party materially breaches it and does not cure the breach within 15 days after receiving written notice describing it, or within 10 days for failure to pay undisputed fees.

18.3 Immediate termination. Either party may terminate immediately by written notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings that are not dismissed within 60 days. Provider may suspend or terminate immediately if Client’s use of the Services violates law or Sections 8.6 or 10, or exposes Provider to a credible threat of legal liability.

18.4 Effect of termination. On termination, Client will pay all fees for work performed and costs incurred through the termination date; Provider will deliver completed, paid-for work and handle data as described in Section 11.5; and the licenses in Section 13 continue for Deliverables that have been paid for in full.

18.5 Survival. Sections 1, 5 through 7 (as to amounts owed), 8, 9, 10.7, 11, 13, 14, 15.4, 16, 17, 18.4, 19, 20, and 21 survive termination.

This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-laws rules, and by applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any matter permitted to proceed in court under Section 19.4 or to enforce an arbitration award, the parties consent to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah. Nothing in this Agreement waives any protection that cannot be waived under the laws that apply to a party.

21.1 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, employment, or agency relationship.

21.2 Non-exclusivity. Provider may perform similar services for others, including Client’s competitors, without using Client’s Confidential Information.

21.3 Notices. Notices must be in writing and may be sent by email to the addresses in the signature block or SOW (Provider: contact@limnsoft.com). Notices of breach, termination, or a dispute must also be marked “Legal Notice” in the subject line. A notice is effective when sent, unless the sender receives an automated failure message.

21.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, pandemics, war, government action, labor disputes, utility or internet failures, cyberattacks not caused by that party’s negligence, and outages or changes of Third-Party Services. This does not excuse payment obligations.

21.5 Assignment. Neither party may assign this Agreement without the other’s written consent, except to a successor in a merger or sale of all or substantially all of its business or assets, with notice to the other party. Provider may also assign this Agreement and any SOW, with notice to Client, to a business entity formed to carry on the LIMN business.

21.6 Entire agreement and amendments. This Agreement, its exhibits, and all SOWs are the parties’ entire agreement on this subject and replace all prior proposals and understandings. Client’s purchase orders or other terms do not apply. Amendments must be in writing and signed by both parties, except that change orders may be confirmed by email under Section 3.3.

21.7 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and modified only as much as necessary to make it enforceable, and the rest of the Agreement remains in effect.

21.8 Waiver. A failure or delay in enforcing a right is not a waiver of it. A waiver is effective only in writing.

21.9 No third-party beneficiaries. Except for the persons protected by Section 17, no one other than the parties has rights under this Agreement.

21.10 Interpretation. Headings and the “At a glance” summary are for convenience and do not affect interpretation. “Including” means “including without limitation.” This Agreement will not be interpreted against either party as its drafter.

The parties agree to sign and keep this Agreement electronically under the Utah Uniform Electronic Transactions Act and the federal E-SIGN Act. Typing a full legal name and confirming below is Client’s electronic signature and has the same effect as a handwritten signature. Client may request a paper copy at any time at no charge. This Agreement takes effect on the date Client signs (the “Effective Date”) and is accepted by Provider when Provider countersigns it, confirms acceptance in writing (including by email), or begins performance, whichever comes first.

Each project uses a SOW with the sections below. A SOW is binding only when signed by both parties and becomes part of this Agreement.

Example milestone table.

This summary is provided for convenience, is not legal advice, and may change. Most other states and federal law allow recording with the consent of one party, but Client must obtain all-party consent on every recorded call under Section 10.3.