Master Services Agreement

BrokerNest Ai Services

Last Updated: January 10, 2026

This Master Services Agreement ("Agreement") is entered into by and between BrokerNest Ai Services LLC (a Florida limited liability company) and BrokerNest Ai Services Inc. (a Canadian corporation), headquartered in Miami, Florida, USA, and the customer entity identified in an applicable Order Form ("Customer," "you").

This Agreement governs Customer's access to and use of BrokerNest's AI-powered voice software and related services (the "Services").

BY EXECUTING AN ORDER FORM, CLICKING "I ACCEPT" OR SIMILAR BUTTON, OR ACCESSING OR USING THE SERVICES, YOU IRREVOCABLY ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT USE THE SERVICE.

By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as well as Provider's Privacy Policy located at https://brokernest.ai/privacy.

1. Definitions

"Confidential Information" means all information regarding a party's business, including technical, marketing, financial, and other proprietary information disclosed under this Agreement.

"Customer Data" means any data, information or content submitted by Customer through the Service.

"Service" means the on-line software as a service offerings delivered by Provider to Customer.

"Users" means Customer's employees, representatives, or agents authorized to use the Service.

2. The Service

2.1 Subscription: Provider grants Customer a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Service solely for Customer's internal business purposes.

2.2 Professional Services: Customer may order Professional Services by mutual written agreement.

2.3 Minimum Uptime: Provider will use commercially reasonable efforts to achieve 99.5% uptime on an annual basis.

2.4 Support: Provider will use commercially reasonable efforts to correct reproducible failures.

3. Customer's Use of the Service

Customer is responsible for ensuring UserIDs are not shared and for all activity under associated UserIDs. Customer will comply with all applicable laws and agrees not to:

  • Use the Service other than as permitted by this Agreement
  • Violate any person's privacy or intellectual property rights
  • Sublicense or transfer any rights under this Agreement
  • Reverse engineer or decompile any part of the Service
  • Interfere with the Service or System

4. Fees, Payment and Suspension

Customer will pay Provider the fees set forth in the Order Form, billed in advance on a monthly or annual basis. Unless otherwise agreed, all Fees are due within 30 days of invoice. Provider may suspend access if Fees are more than 30 days overdue.

5. Confidential Information

Each party agrees to hold the other party's Confidential Information in strict confidence and not to use such information for any purpose except as expressly permitted.

6. Google User Data and API Services

When Customer connects their Google account, Provider may access Google profile information and authorized services (Google Calendar, Gmail, Google Contacts) for appointment scheduling, email communication, and contact synchronization.

Provider's use of Google APIs will comply with Google's API Services User Data Policy.

Customer may revoke access at https://myaccount.google.com/permissions.

7. Ownership

7.1 System and Technology: Provider retains all right, title and interest in and to the Service and System.

7.2 Customer Data: Customer retains all right, title and interest in and to Customer Data.

7.3 Aggregated Data: Customer grants Provider a perpetual license to use Customer Data in aggregated and anonymized format for internal business purposes.

8. Term and Termination

8.1 Term: The Agreement continues on a month-to-month or year-to-year basis and automatically renews unless either party provides 30 days written notice.

8.2 Refunds: Customer may cancel within 14 days for a full refund, provided reasonable effort was made to engage with the Service. After 14 days, all fees are non-refundable.

8.3 Termination for Default: Either party may terminate if the other materially breaches and does not cure within 30 days.

9. Warranty; Disclaimer

Provider warrants that the Services will perform materially as described in the Documentation. In the event of failure, Provider will re-perform as Customer's sole remedy.

EXCEPT AS SET OUT IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS," "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND.

10. Indemnity

Provider shall defend claims that the Service infringes third party intellectual property rights. Customer shall indemnify Provider against claims arising from Customer's use of the Service or breach of this Agreement.

11. Limitation of Liability

PROVIDER'S TOTAL AGGREGATE LIABILITY IS LIMITED TO THE FEES PAID IN THE SIX (6) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION AROSE.

PROVIDER SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

12. General Provisions

12.3 Arbitration: Disputes will be resolved by AAA arbitration in Miami, Florida, USA.

12.4 Choice of Law: This Agreement is governed by the laws of the State of Florida.

12.5 Notices: Send to legal@brokernest.ai or 777 Brickell Avenue #500-91927, Miami, Florida 33131.


Schedule B — Acceptable Use Policy

Customer shall not:

  1. Place AI calls without required consent
  2. Contact individuals on do-not-call lists
  3. Use AI voices to misrepresent identity
  4. Upload personal data without authority
  5. Engage in deceptive or fraudulent conduct
  6. Use Services for emergency, healthcare, or financial advice
  7. Circumvent safeguards or compliance controls
  8. Reverse engineer or benchmark the Services
  9. Upload malicious code
  10. Use Services in ways exposing BrokerNest to harm

Contact

BrokerNest Ai Services Inc.
777 Brickell Avenue #500-91927
Miami, Florida 33131, USA
legal@brokernest.ai

Last Updated: January 10, 2026