Subscription Agreement
Last Updated: May 1, 2025
This Subscription Agreement (the "Agreement") governs your access to, and use of the services provided by MAF AI, INC. By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.
1. Products and Services
Subscriber agrees to pay for the MAF AI, INC Services identified in the applicable Sales Order. Subscriber shall have access to the MAF AI, INC Services upon the Initial Term Start Date, as identified in the Sales Order, and upon receipt of Subscriber's initial payment, pursuant to the terms and conditions contained herein.
2. Definitions
"Authorized User" means an individual who is authorized by Subscriber to access and use the Services.
"Documentation" means the user guides, online help, release notes, training materials, and other documentation provided or made available by MAF AI, INC to Subscriber regarding the use or operation of the Services.
"Initial Term" means the initial period during which Subscriber is obligated to pay for the Services as set forth in the Sales Order.
"Initial Term Start Date" means the date specified in the Sales Order when the Initial Term begins.
"Initial Term End Date" means the date specified in the Sales Order when the Initial Term ends.
"Renewal Term" means the period following the Initial Term during which Subscriber's subscription to the Services automatically renews as set forth in Section 3.2.
"Sales Order" means the ordering document specifying the Services to be provided hereunder that is entered into between Subscriber and MAF AI, INC, including any addenda thereto. Each Sales Order shall incorporate this Agreement by reference.
"Services" means the MAF AI, INC voice AI services and related technologies provided by MAF AI, INC to Subscriber as specified in the applicable Sales Order.
"Subscriber" means the individual or entity that purchases a subscription to the Services from MAF AI, INC.
"Subscriber Data" means all data, information, and other content that is submitted, uploaded, or otherwise transmitted by or on behalf of Subscriber through the Services.
"Term" means the Initial Term together with all Renewal Terms.
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the applicable Sales Order.
3. Term and Termination
3.1 Binding Agreement
The Sales Order is binding between Subscriber and MAF AI, INC as of the date first signed by a party thereto, and subject to the terms contained herein.
3.2 Term and Renewal
The initial term of this Agreement shall commence on the Initial Term Start Date and continue until the Initial Term End Date (the "Initial Term"). After the Initial Term, this Agreement shall automatically renew for additional terms of 1-year (each a "Renewal Term") (the Initial Term together with any Renewal Term, the "Term"), unless either party provides at least thirty (30) days prior written notice of its intent not to renew prior to the end of the then-current term.
3.3 Effect of Early Termination
Early termination does not cancel, suspend or terminate the obligation to pay fees for the remainder of the Term.
3.4 Data Retention After Termination
MAF AI, INC shall retain Subscriber data for thirty (30) days after termination or expiration, after which MAF AI, INC shall have no obligation to maintain or provide any Subscriber data. Within twenty (20) days following the date of termination or expiration, Subscriber shall notify MAF AI, INC, in writing, whether it would like the Subscriber Data: (i) destroyed; or (ii) returned to Subscriber in a mutually agreed-upon format. Subscriber shall be solely responsible for all costs associated with such return. Upon written request, MAF AI, INC will provide to Subscriber a written certification of the deletion/destruction of Subscriber Data.
3.5 Subscriber Representations
If Subscriber is a natural person, Subscriber affirms that it is either more than 18 years of age or has reached the age of legal majority in Subscriber's jurisdiction of residence, and, if Subscriber is a legal entity, that the natural person accepting this Agreement possesses the requisite authority to enter into this Agreement on behalf of such legal entity. Subscriber further represents that it is not a competitor of MAF AI, INC nor does it represent, directly or indirectly, a competitor of MAF AI, INC.
4. Right to Use
Subject to the provisions contained in this Agreement, and conditioned upon Subscriber's compliance therewith (including, without limitation, the timely payment of all Fees), MAF AI, INC grants to Subscriber, for the Term, a limited, non-exclusive, revocable, non-assignable, non-transferrable, non-sublicensable right to permit Subscriber's Authorized Users to (a) access and use the MAF AI, INC Services; and (b) use the Documentation in support of such Authorized Users' permitted use of the MAF AI, INC Services, in each case, solely for the internal business use of Subscriber.
5. Pricing and Payment Terms
5.1 Confidentiality of Pricing
All prices and terms contained in the Sales Order are to be regarded as Confidential Information of MAF AI, INC and are not to be disclosed to any third party without the express written consent of MAF AI, INC.
5.2 Fee Increases
MAF AI, INC may increase fees at the end of the Initial Term or any Renewal Term, upon no less than forty-five (45) days prior written notice. Such increase shall take effect upon the commencement of the next Renewal Term.
5.3 Payment
Subscriber shall pay all fees in the Sales Order. Payment shall be made via credit card only, and Subscriber authorizes MAF AI, INC to automatically charge the credit card on file on a recurring basis on the 1st day of each month during the Term without the need for MAF AI, INC to send a monthly invoice. If Services commence on a date other than the first day of a month, the initial month’s fees shall be prorated accordingly. Subscriber acknowledges and agrees that these recurring charges will continue throughout the Term without further notice or invoices being sent to Subscriber. Subscriber is responsible for maintaining complete and accurate billing and payment information on file with MAF AI, INC. Failure to maintain valid credit card information shall result in MAF AI, INC's right, in addition to its other rights and remedies, to terminate this Sales Order, and/or suspend the MAF AI, INC Service in accordance with Section 5.3.8. Except as otherwise specified herein, (i) fees are quoted and payable in United States dollars, (ii) fees are based on the products and/or services purchased and not actual usage; (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of MAF AI, INC Licenses purchased cannot be decreased during the relevant Term.
5.3.1 Overages
Subscriber acknowledges that the Services are licensed on a per-location basis as specified in the Sales Order. Any forwarding, extension, or provision of the Services to additional locations, offices, or business entities not explicitly authorized in the Sales Order constitutes an "Overage" and a material breach of this Agreement. Each unauthorized location discovered will be charged at the then-current rate for a new location, plus a twenty-five percent (25%) unauthorized usage fee. These charges will be applied retroactively to the earlier of: (i) the date the unauthorized usage began, or (ii) three (3) months prior to discovery. MAF AI, INC reserves the right to immediately suspend Services to unauthorized locations until payment is received for such Overages. Repeated violations may result in termination of the Agreement at MAF AI, INC's sole discretion. Subscriber agrees to cooperate with reasonable audits by MAF AI, INC to verify compliance with location limitations.
5.3.2 Receipt and Record of Charges
MAF AI, INC will maintain a record of all charges and payments on Subscriber's account. Subscriber may request a receipt or summary of charges at any time. MAF AI, INC may, at its discretion, provide monthly account statements or payment receipts via email, but is not obligated to do so. Lack of a monthly invoice or receipt does not relieve Subscriber of its obligation to pay the recurring charges.
5.3.3 Adding Users
MAF AI, INC authorizes one individual user per MAF AI, INC License. Individuals may not share usernames and passwords at any time. Subscriber may add additional MAF AI, INC Licenses at Subscriber's then-current rate for MAF AI, INC Licenses. Additional license fees will be prorated for the remaining term of the contract and charged to Subscriber's credit card on file immediately upon addition of users.
5.3.4 Payment Method
Payment shall be made via credit card only. Subscriber shall provide MAF AI, INC with valid and updated credit card information upon execution of the Sales Order. Subscriber authorizes MAF AI, INC to charge the credit card provided for all fees associated with the Services. If Subscriber's credit card is declined for any reason, Subscriber shall provide an alternative valid credit card within three (3) business days of notification of the decline. Failure to provide valid credit card information shall be grounds for immediate suspension of Services.
5.3.5 Taxes
Unless otherwise stated, MAF AI, INC's fees and pricing are exclusive of taxes, levies, duties or similar assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). Without limiting the foregoing, Subscriber is responsible for all Taxes of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, whether or not known to Subscriber and/or MAF AI, INC, other than, for clarity, any taxes imposed on MAF AI, INC's income, property and employees. If MAF AI, INC has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides MAF AI, INC with a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber shall indemnify and hold MAF AI, INC harmless from and against any penalties, interest, or other tax liability arising from (i) any failure by Subscriber to pay any applicable Taxes, and/or (ii) any tax exemption certificate provided by Subscriber under this Section 5.3.5.
5.3.6 Disputes
MAF AI, INC must receive written notice of any disputed charges from Subscriber within five (5) days after the invoice date or Subscriber shall be deemed to have waived Subscriber's right to dispute charges. Notwithstanding any dispute, Subscriber shall pay any undisputed amount of the invoice on or before the due date. The dispute notice shall set forth in reasonable detail the information concerning the disputed charges. The parties shall use best efforts to promptly resolve any disputed charges.
5.3.7 Suspension of Service and Collections
If Subscriber's credit card is declined and Subscriber fails to provide valid credit card information within five (5) business days, MAF AI, INC may, without limiting its other rights and remedies, disable Subscriber's Login Credentials and suspend Subscriber's and Subscriber's Authorized Users' access to any services, including the MAF AI, INC Services, until valid payment information is provided and all outstanding amounts are paid in full.
In addition to the amount due, delinquent accounts may be charged fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees, convenience fees, legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest and third-party charges. Subscriber hereby explicitly agrees that all communication in relation to delinquent accounts will be made by electronic mail or by phone, at addresses and numbers provided to MAF AI, INC. Such communication may be made by MAF AI, INC or by anyone on its behalf, including, but not limited to, a third-party collection agent.
6. Technical Support
MAF AI, INC shall provide Subscriber with access to phone support and email-based technical support services during MAF AI, INC's regular business hours, 9:00 a.m.- 6:00 p.m. Monday to Friday Pacific Standard Time, excluding U.S. holidays.
7. Voice AI Services and Related Terms
7.1 AI Training and Data Usage
Subscriber acknowledges that while using the MAF AI, INC Services, certain data will be processed by MAF AI, INC's artificial intelligence systems and/or affiliated third-party artificial intelligence platforms. MAF AI, INC may use Subscriber's data and call recordings to train, develop, and improve its machine learning models and algorithms, including to enhance response times, accuracy, conversation flows, and overall service quality.
This processing will include utilizing the data within MAF AI, INC's own machine learning systems and/or those of its affiliated artificial intelligence platforms to make the technology better, more efficient, and more responsive. MAF AI, INC considers this data usage essential to the ongoing development and improvement of its core technology and competitive advantage.
For clarity, while MAF AI, INC uses this data to improve its services and machine learning capabilities, MAF AI, INC does not claim any ownership rights over Subscriber's client data or client communications processed through the Services. All client data remains the exclusive property of Subscriber and/or its clients, though MAF AI, INC retains the right to use such data as described in this section to improve its Services and machine learning technology.
7.2 Voice AI Services and Disclaimers
MAF AI, INC provides voice artificial intelligence services including, but not limited to, handling incoming calls, performing client intake, facilitating communications on behalf of Subscriber, making outbound calls, transferring calls, providing medical coordination, and delivering client follow-up services. MAF AI, INC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. MAF AI, INC does not warrant that the Services will be error-free or uninterrupted, or that the Services will meet Subscriber's specific requirements. In particular, MAF AI, INC does not guarantee:
a) The accuracy, completeness, or reliability of any information collected or transcribed during client intake or call handling; b) That the AI will correctly interpret all client requests, questions, or statements; c) That the AI will make appropriate judgments in all client interactions; or d) That the voice characteristics, tone, or communication style of the AI will be suitable for all clients or situations.
Subscriber acknowledges that voice AI technology is inherently limited, and that human review of AI-handled communications may be necessary in certain circumstances.
7.3 Agency Relationship and Authority
Subscriber hereby designates and appoints MAF AI, INC as its limited agent solely for the purpose of:
a) Answering incoming phone calls on behalf of Subscriber; b) Collecting and processing client intake information; c) Transmitting information collected to Subscriber; d) Sending text messages on behalf of Subscriber when explicitly authorized; e) Making outbound calls on behalf of Subscriber when explicitly authorized; f) Transferring calls to appropriate parties; g) Coordinating medical appointments or services when applicable; and h) Conducting client follow-up communications.
Subscriber represents and warrants that it has the authority to appoint MAF AI, INC as its agent for these limited purposes. This agency relationship is subject to the following conditions:
a) MAF AI, INC will clearly identify itself as an AI assistant working on behalf of Subscriber when interacting with third parties; b) MAF AI, INC will follow Subscriber's reasonable instructions regarding call handling and client communications; c) Subscriber retains ultimate control over all client relationships; d) MAF AI, INC will not provide legal advice or engage in the practice of law; and e) MAF AI, INC's agency is limited to the specific purposes outlined in this section.
7.4 Limitation of Liability for Voice AI Services
IN ADDITION TO ANY OTHER LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT, SUBSCRIBER AGREES THAT MAF AI, INC SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM:
a) Miscommunications, misunderstandings, or errors in information collection during AI-handled calls or client intake; b) Decisions made by Subscriber based on information collected by the MAF AI, INC Services; c) Delays in the transmission of urgent client information; d) Client dissatisfaction with being served by an AI assistant rather than a human; or e) Any claim or liability arising from the content of communications made by MAF AI, INC when acting as Subscriber's agent within the scope of the agency authorization.
SUBSCRIBER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS MAF AI, INC FROM ANY CLAIMS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING FROM MAF AI, INC'S ACTIONS WHEN ACTING AS SUBSCRIBER'S AUTHORIZED AGENT UNDER THIS AGREEMENT.
7.5 Acceptable Use
Subscriber agrees to use the MAF AI, INC Services only for lawful purposes and in accordance with this Agreement. Subscriber shall not use the Services to: (i) violate any applicable law, regulation, or third-party rights; (ii) generate, transmit, or store content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise objectionable; (iii) impersonate any person or entity or misrepresent its affiliation with any person or entity; (iv) engage in any activity that interferes with or disrupts the Services; or (v) attempt to gain unauthorized access to the Services or related systems or networks.
7.6 Call Recording and Consent
MAF AI, INC's Services include the recording of telephone calls for quality assurance, training, and record-keeping purposes.
a) Announcement of Recording: MAF AI, INC will provide an automated announcement at the beginning of each call that the call may be recorded.
b) Consent Requirement: Subscriber acknowledges that federal and state laws may require the consent of one or all parties to a telephone call before the call may be recorded, and that these requirements vary by jurisdiction.
c) Subscriber Responsibility: Subscriber is solely responsible for: i. Determining the applicable laws regarding call recording consent in all jurisdictions where Subscriber conducts business; ii. Informing MAF AI, INC of any special requirements for call recording announcements in jurisdictions where Subscriber operates; iii. Obtaining any necessary consents from its employees, clients, or other call participants as required by applicable law; iv. Establishing and maintaining appropriate policies regarding call recording; and v. Any liability or claims arising from failure to comply with applicable call recording laws.
d) Indemnification: Subscriber shall indemnify, defend, and hold harmless MAF AI, INC from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from allegations that call recordings violated applicable laws requiring consent to record calls.
7.7 Call Monitoring and Quality Assurance
MAF AI, INC may monitor, analyze, and record interactions between the voice AI system and callers for quality assurance, training, and improvement of the Services. Subscriber acknowledges that such monitoring is essential to the functionality and improvement of the Services. Subscriber shall ensure that appropriate disclosures regarding monitoring are provided to all relevant parties in accordance with applicable laws.
7.8 Legal Ethics Compliance
MAF AI, INC's Services are designed to assist Subscriber in their practice of law but are not intended to replace professional legal judgment. Subscriber acknowledges that MAF AI, INC is not a law firm or legal services provider, and does not and cannot provide any legal advice, explanation, opinion, or recommendation about contract strategy or the meaning of any terms in any contract. Subscriber remains solely responsible for ensuring that its use of the Services complies with all applicable legal ethics rules, including those relating to attorney-client privilege, client confidentiality, and supervision of non-lawyer assistance. Subscriber shall not use the Services in any manner that could be construed as the unauthorized practice of law.
7.9 Voiceprint and Biometric Data
If Subscriber uses Services involving voice recognition or processing, Subscriber shall comply with all applicable privacy and biometric data laws, including providing required notices and obtaining necessary consents. Subscriber shall indemnify MAF AI, INC for any claims arising from failure to comply with such laws. MAF AI, INC does not create voiceprints or biometric identifiers without explicit consent from Subscriber and the individuals involved.
8. Compliance
8.1 Legal and Regulatory Compliance
Each party shall comply with all laws and regulations applicable to its performance under this Agreement, including but not limited to data protection and privacy laws, telecommunications regulations, and regulations concerning legal practice. For services involving client communications, Subscriber is responsible for ensuring compliance with all applicable legal ethics rules, attorney-client privilege requirements, confidentiality obligations, and client communication standards. Subscriber acknowledges that it is solely responsible for determining whether its use of the MAF AI, INC Services complies with applicable laws and regulations, particularly those applicable to the legal industry.
8.2 Professional Responsibility
Subscriber acknowledges that MAF AI, INC is not a law firm and does not provide legal advice. Subscribers that are law firms or legal professionals remain solely responsible for compliance with all applicable rules of professional conduct, including those related to confidentiality, attorney-client privilege, and supervision of non-lawyer assistance.
8.3 Data Protection Requirements
MAF AI, INC shall implement and maintain appropriate technical and organizational measures to protect Subscriber Data in accordance with industry standards and applicable data protection laws. MAF AI, INC will process Subscriber Data only as permitted by this Agreement, as necessary to provide the Services, and as otherwise instructed by Subscriber.
8.4 Data Format Requirements
Subscriber is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all data submitted to MAF AI, INC. Subscriber shall provide data in a reasonable, commercial format that is widely utilized within the industry. Failure of Subscriber to provide data in a reasonable, commercial format may result in additional fees for conversion to the correct format and/or other actions taken by MAF AI, INC on Subscriber's behalf to allow for the use of Subscriber Data. Failure by Subscriber to reasonably comply with this section will not delay or otherwise modify the Initial Term Start Date and payment obligations contained in this Agreement.
9. Intellectual Property
9.1 Ownership of Services
MAF AI, INC and its licensors own and retain all right, title, and interest in and to the MAF AI, INC Services, including all related intellectual property rights. No rights are granted to Subscriber other than as expressly set forth herein.
9.2 Ownership of Subscriber Data and Client Information
Subscriber retains all right, title, and interest in and to all Subscriber Data, including but not limited to all client information, client communications, client intake data, call recordings, transcripts, and any other data or information related to Subscriber's clients or business. MAF AI, INC acknowledges that it has no ownership rights in any client data or client communications processed through the Services. Subscriber grants to MAF AI, INC a limited, non-exclusive license to use, reproduce, and process Subscriber Data solely to (i) provide the Services to Subscriber, (ii) maintain and improve the Services as permitted under Section 7.1, and (iii) comply with applicable laws and regulations.
9.3 AI-Generated Output
Subject to Subscriber's ownership of Subscriber Data incorporated into outputs generated by the MAF AI, INC Services, the ownership of such outputs shall be determined as follows: (i) outputs generated based on Subscriber Data and solely for Subscriber's use shall be owned by Subscriber; (ii) any improvements to the MAF AI, INC Services, AI models, or algorithms resulting from processing Subscriber Data shall be owned by MAF AI, INC.
9.4 AI Model Improvements and Training
Notwithstanding anything to the contrary in this Agreement, MAF AI, INC shall own exclusively and without restriction all right, title, and interest in and to any and all improvements, enhancements, modifications, refinements, or optimizations of MAF AI, INC's artificial intelligence models, algorithms, machine learning systems, or similar technologies that may result from training with or processing of Subscriber Data. Subscriber hereby acknowledges and agrees that it shall have no intellectual property rights, ownership interest, or other claims whatsoever to any such improvements or to the resulting trained models, regardless of the extent to which Subscriber Data may have been used in such training or improvement processes. For clarity, while Subscriber retains ownership of its original Subscriber Data, once that data has been used to train or improve MAF AI, INC's models or systems, Subscriber has no rights to, or interest in, the resulting improved technology, models, algorithms, or systems, all of which shall remain the exclusive property of MAF AI, INC.
10. Confidentiality
10.1 Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Subscriber's Confidential Information includes Subscriber Data; MAF AI, INC's Confidential Information includes the Services; and Confidential Information of each party includes the terms and conditions of this Agreement.
10.2 Legal Industry-Specific Confidentiality
MAF AI, INC acknowledges that Subscriber may be subject to strict confidentiality obligations under applicable rules of professional conduct, attorney-client privilege protections, and duties of client confidentiality. MAF AI, INC agrees to:
a) Implement additional safeguards as reasonably requested by Subscriber to protect privileged or highly sensitive information; b) Maintain all client communications as strictly confidential; c) Not use or disclose attorney-client privileged information for any purpose other than providing the Services; d) Train its AI systems to recognize and appropriately handle sensitive legal information; and e) Immediately notify Subscriber of any actual or suspected breach of confidentiality affecting client information.
MAF AI, INC understands that as an agent of Subscriber for communication purposes, it may be subject to the same confidentiality obligations that apply to Subscriber. MAF AI, INC will handle all client information with the highest standards of confidentiality.
10.3 Protection of Confidential Information
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and will not disclose the Confidential Information of the Disclosing Party to any third party without the Disclosing Party's prior written consent.
10.4 Compelled Disclosure
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it will provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
11. Indemnification
11.1 Subscriber Indemnification
Subscriber shall defend, indemnify, and hold harmless MAF AI, INC and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that arise out of or result from: (a) Subscriber's breach of any representation, warranty, covenant, or obligation under this Agreement; (b) Subscriber's violation of any applicable law, rule, or regulation, including but not limited to telecommunications laws, regulations, and rules; (c) any claim that Subscriber Data, or Subscriber's use of Subscriber Data with the Services, infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any third party; (d) any claims or demands made by any third party arising out of or relating to communications made by MAF AI, INC when acting as Subscriber's authorized agent under this Agreement; (e) any claims arising from Subscriber's failure to obtain all necessary consents for call recording or any other communications as required by applicable laws; (f) unauthorized access to the Services or any other breach of security that occurs through Subscriber's systems or credentials due to Subscriber's negligence or failure to implement reasonable security measures; and (g) Subscriber's use of the Services in any manner that is inconsistent with the terms of this Agreement.
11.2 Procedure
The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any claim, action, or proceeding for which indemnification is sought and cooperate fully with the indemnifying party in the defense of such claim, action, or proceeding. The indemnifying party shall have the right to control the defense and settlement of any such claim; however, the indemnifying party shall not enter into any settlement that affects the indemnified party's rights or interests without the indemnified party's prior written approval, which shall not be unreasonably withheld or delayed. The indemnified party shall have the right to participate in the defense of any claim with counsel of its choosing at its own expense. The indemnifying party shall reimburse the indemnified party for any reasonable out-of-pocket expenses incurred in providing assistance at the indemnifying party's request.
12. Dispute Resolution
12.1 Arbitration Agreement
Any controversy, claim, or dispute arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by JAMS or the American Arbitration Association ("AAA") in accordance with its Comprehensive Arbitration Rules and Procedures or Commercial Arbitration Rules, as determined at the filing party's discretion. The arbitration shall be conducted by a single arbitrator with significant experience in technology and software-as-a-service agreements, selected in accordance with JAMS or AAA rules. The arbitration shall take place in Orange County, California, and in no event shall any arbitration proceedings take place outside of California. The language of the arbitration shall be English. The arbitrator shall apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. The decision of the arbitrator shall be final and binding upon the parties. The arbitrator shall issue a reasoned written decision and award, which may be entered and enforced in any court of competent jurisdiction in California. The parties agree that this agreement to arbitrate is governed by the Federal Arbitration Act and California arbitration law. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a California court of appropriate jurisdiction.
12.2 Class Action Waiver
SUBSCRIBER AND MAF AI, INC AGREE TO ARBITRATE ANY DISPUTE ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS, CONSOLIDATED, REPRESENTATIVE, OR COLLECTIVE ACTION. There shall be no right or authority for any claims to be arbitrated on a class action, joint or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public, other subscribers, or other persons similarly situated. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that individual party's claim. The arbitrator may not award relief for or against anyone who is not a party to the proceeding. Any claim that all or part of this class action waiver is unenforceable, invalid, or void shall be determined only by a court of competent jurisdiction and not by an arbitrator.
12.3 Exceptions
Notwithstanding the parties' agreement to resolve all disputes through arbitration, either party may bring an action in any court of competent jurisdiction to seek: (a) injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, including trade secrets, copyrights, trademarks, or patents; or (b) any action to enforce an arbitration decision or award. Nothing in this Agreement will prevent either party from seeking urgent or emergency injunctive relief in any court of competent jurisdiction.
12.4 Governing Law
This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
13. General Provisions
13.1 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be modified to the extent necessary to be valid, legal, and enforceable while preserving the intent of the parties, and the remaining provisions shall not be affected. If modification is not possible, the provision shall be severed from this Agreement with respect to such jurisdiction, unless the provision is essential to the purpose of this Agreement, in which case either party may terminate this Agreement effective immediately upon written notice. The parties agree to negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
13.2 Force Majeure
Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorist acts, war, civil unrest, labor strikes or shortages, government actions or interventions, failures or fluctuations in electrical power or telecommunications services, Internet or network outages, pandemic or epidemic, or other similar force majeure events ("Force Majeure Event"). The party experiencing the Force Majeure Event shall provide notice to the other party within a reasonable time of the onset of the Force Majeure Event and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. If a Force Majeure Event continues for a period exceeding thirty (30) consecutive days, either party may terminate this Agreement upon written notice to the other party.
13.3 Warranties and Disclaimer
13.3.1 Mutual Warranties
Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation of such party, enforceable against such party in accordance with its terms; (c) it shall comply with all applicable laws and regulations in its performance of this Agreement; and (d) it has all necessary rights and authority to grant the licenses and provide the services or materials as set forth in this Agreement.
13.3.2 MAF AI, INC Warranties
MAF AI, INC warrants that: (a) it will provide the Services in a professional manner consistent with general industry standards and in accordance with this Agreement; (b) the Services will perform substantially in accordance with the Documentation under normal use and circumstances; (c) to MAF AI, INC's knowledge, the Services do not contain any viruses, malicious code, or harmful components designed to damage or limit the functionality of Subscriber's systems; and (d) MAF AI, INC owns or has sufficient rights to provide the Services to Subscriber as described in this Agreement.
13.3.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND MAF AI, INC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET SUBSCRIBER'S REQUIREMENTS. MAF AI, INC DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, OR USEFULNESS OF (I) THE SERVICES, OR (II) ANY INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS WITHIN THE SERVICES. MAF AI, INC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE CORRECT, ACCURATE, RELIABLE, OR OTHERWISE ERROR-FREE.
SUBSCRIBER ACKNOWLEDGES THAT AI SERVICES, BY THEIR COMPLEX AND EVOLVING NATURE, MAY GENERATE OUTPUT THAT IS INACCURATE, INCOMPLETE, OR INAPPROPRIATE IN CERTAIN CONTEXTS, AND MAF AI, INC CANNOT AND DOES NOT WARRANT THAT ALL OUTPUT GENERATED BY THE SERVICES WILL BE COMPLETE, ACCURATE, OR APPROPRIATE FOR SUBSCRIBER'S INTENDED USE. SUBSCRIBER ACKNOWLEDGES THAT THE SERVICES MAY PRODUCE HALLUCINATIONS, MEANING CONTENT THAT APPEARS FACTUAL BUT IS ACTUALLY INCORRECT, FABRICATED, OR MISLEADING. SUCH HALLUCINATIONS ARE AN INHERENT LIMITATION OF CURRENT AI TECHNOLOGY AND NOT A DEFECT IN THE SERVICES. SUBSCRIBER IS SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ANY OUTPUT OR INFORMATION PROVIDED BY THE SERVICES BEFORE RELYING ON SUCH INFORMATION.
14. Data Protection and Privacy
14.1 Data Processing Terms
In providing the Services, MAF AI, INC will collect and process personal data, including voice recordings and transcripts from calls. MAF AI, INC shall process personal data only in accordance with: (a) this Agreement; (b) Subscriber's documented instructions; and (c) applicable data protection laws, including but not limited to the California Consumer Privacy Act ("CCPA"), the General Data Protection Regulation ("GDPR") (to the extent applicable), and other similar state and federal laws.
14.2 Data Security
MAF AI, INC shall implement and maintain appropriate technical, organizational, and physical safeguards to protect Subscriber Data in accordance with industry standards and best practices. Such measures shall include, at a minimum: a) Encryption of sensitive data both in transit and at rest; b) Access controls to limit access to Subscriber Data to authorized personnel; c) Regular security assessments and vulnerability tests; d) Secure development practices for all AI systems; and e) Incident response procedures to address potential data breaches.
14.3 Data Processing Restrictions
MAF AI, INC shall not: a) Process Subscriber Data for any purpose other than providing the Services; b) Sell Subscriber Data to any third party; c) Share Subscriber Data with third parties except as necessary to provide the Services or as required by law; d) Use Subscriber Data to build profiles of Subscriber's clients for any purpose unrelated to the Services; or e) Retain Subscriber Data longer than necessary to provide the Services and comply with legal obligations.
14.4 Cross-Border Data Transfers
If MAF AI, INC transfers any Subscriber Data from one country to another, such transfers shall comply with all applicable data protection laws, including any requirements for international data transfers under the GDPR or similar regulations.
14.5 Data Breach Notification
In the event of a data breach affecting Subscriber Data, MAF AI, INC shall: a) Notify Subscriber without undue delay, and in any event within 48 hours of becoming aware of the breach; b) Provide Subscriber with sufficient information to allow Subscriber to meet any obligations to report the breach to relevant authorities or affected individuals; c) Take reasonable steps to mitigate the effects of the breach and minimize potential harm; and d) Cooperate with Subscriber in investigating and remediating the breach.
14.6 Subscriber Obligations
Subscriber shall: a) Ensure it has all necessary rights, consents, and permissions to provide Subscriber Data to MAF AI, INC for processing; b) Implement appropriate data protection policies within its organization; c) Respond to requests from individuals regarding their personal data processed through the Services; and d) Comply with all applicable data protection laws in its use of the Services.
15. AI-Specific Provisions
15.1 AI Training and Model Improvement
MAF AI, INC may use anonymized and aggregated data derived from Subscriber's use of the Services to train, improve, and refine its AI models and algorithms, provided that: a) Such use does not involve identifiable client information; b) MAF AI, INC implements appropriate technical and organizational measures to ensure the confidentiality and security of the data during the training process; c) The improved AI models do not contain or reveal any confidential information or attorney-client privileged communications; and d) MAF AI, INC complies with all applicable laws and regulations regarding the use of data for AI training purposes.
15.2 AI Output Disclaimer
Subscriber acknowledges and agrees that: a) AI-generated responses are provided for informational purposes only and may contain inaccuracies, hallucinations, or incomplete information; b) AI output should not be relied upon without appropriate human review and verification; c) Legal decisions and advice to clients must be based on Subscriber's professional judgment, not solely on AI-generated output; and d) MAF AI, INC makes no representations or warranties regarding the accuracy, completeness, or reliability of any AI-generated content.
15.3 Custom AI Models
If MAF AI, INC develops custom AI models specifically for Subscriber: a) MAF AI, INC shall retain ownership of any custom training data provided by Subscriber for the purpose of creating such custom models; b) MAF AI, INC shall retain ownership of the underlying AI technology, algorithms, and methodologies; and c) Subscriber shall be granted a license to use the custom AI models during the Term of this Agreement.
15.4 Third-Party AI Components
MAF AI, INC may use third-party AI components or services in providing the Services. In such cases: a) MAF AI, INC shall be responsible for ensuring that such third-party components comply with the terms of this Agreement; and b) MAF AI, INC may share reasonably necessary Subscriber Data with third-party AI providers without Subscriber's consent, except as necessary to provide the Services.
15.5 AI Ethics and Responsible Use
MAF AI, INC commits to developing and deploying its AI systems in an ethical and responsible manner, including: a) Implementing measures to detect and mitigate bias in AI systems; b) Regularly testing AI systems for unexpected or harmful outputs; c) Maintaining human oversight of AI systems; and d) Being transparent about the capabilities and limitations of AI systems.
Subscriber agrees to use the AI features of the Services in an ethical and responsible manner and to report any concerns about AI outputs to MAF AI, INC promptly.
16. Legal Industry-Specific Terms
16.1 Attorney-Client Privilege and Confidentiality
MAF AI, INC acknowledges that Subscriber may be subject to strict confidentiality obligations under applicable rules of professional conduct and attorney-client privilege protections. The parties agree that: a) MAF AI, INC is acting as a service provider to Subscriber and not directly to Subscriber's clients; b) Any information transmitted through the Services that is subject to attorney-client privilege shall remain privileged, and MAF AI, INC's access to such information shall not constitute a waiver of privilege; c) MAF AI, INC shall implement appropriate technical and organizational measures to maintain the confidentiality of privileged communications; and d) In the event of any legal challenge regarding privilege or confidentiality, MAF AI, INC shall cooperate with Subscriber to assert and maintain any applicable privileges or confidentiality protections.
16.2 No Legal Advice
Subscriber acknowledges that: a) MAF AI, INC is not a law firm and does not provide legal advice; b) The Services are designed to assist Subscriber in communicating with clients and processing client information, not to provide substantive legal advice; c) Subscriber remains solely responsible for all legal advice provided to its clients; and d) Subscriber must review and approve all substantive communications with clients that are generated or facilitated by the Services.
16.3 Professional Responsibility Compliance
Subscriber is responsible for: a) Ensuring that its use of the Services complies with all applicable rules of professional conduct, including those related to client communications, advertising, and unauthorized practice of law; b) Properly supervising the use of the Services by its employees and agents; c) Maintaining appropriate professional liability insurance coverage for its legal practice, including coverage for technology use; and d) Providing appropriate disclosures to clients regarding the use of AI technology in its practice.
16.4 Conflict Checks
Subscriber acknowledges that: a) The Services do not include conflict-checking functionality unless explicitly stated in the Sales Order; b) Subscriber remains solely responsible for performing appropriate conflict checks in accordance with applicable rules of professional conduct; and c) MAF AI, INC does not assume any liability for conflicts of interest that may arise in Subscriber's legal practice.
16.5 Legal Ethics Training
MAF AI, INC may provide Subscriber with training on the use of its AI voice technology. Subscriber shall ensure that all Authorized Users receive appropriate training on the ethical and professional responsibilities associated with using the Services, and remains solely responsible for delivering such training to its Authorized Users.
17. Limitation of liability
17.1 Disclaimer of Consequential Damages
In no event shall MAF AI, INC or its suppliers, officers, affiliates, representatives, contractors or employees be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, business opportunity, clients, leads, or other intangible losses, resulting from: (a) subscriber's access to or use of or inability to access or use the service; (b) any conduct or content of any third party on the service; (c) unauthorized access, use or alteration of subscriber's transmissions or content; (d) interruption, suspension, or termination of the service for any reason whatsoever; (e) any downtime, technical problems, server failures, system errors, or unavailability of the service; or (f) any other matter relating to the service, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not MAF AI, INC has been informed of the possibility of such damage.
17.2 Cap On Liability
MAF AI, INC’s total liability to subscriber for any and all claims arising from or related to this agreement shall not exceed the amount paid by subscriber to MAF AI, INC under this agreement during the three (3) month period preceding the event giving rise to the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
17.3 Service Interruptions
Subscriber acknowledges that the service may be subject to limitations, delays, interruptions, and problems inherent in the use of the internet and electronic communications. MAF AI, INC is not responsible or liable for any delays, interruptions, service failures, or other problems arising from such issues or from subscriber's use of the service, including but not limited to lost clients, lost leads, lost business opportunities, or downtime. Subscriber agrees that MAF AI, INC shall have no liability whatsoever for any loss, damage, or expense directly or indirectly arising from any service interruptions, regardless of cause.
17.4 Exclusions
The limitations of damages set forth above are fundamental elements of the basis of the bargain between MAF AI, INC and subscriber. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to subscriber in those jurisdictions. In such cases, MAF AI, INC’s liability shall be limited to the maximum extent permitted by applicable law.
17.5 No Claims After Termination
No claim or action arising from or concerning this agreement or the service, regardless of form, may be brought by subscriber more than one (1) year after the cause of action has arisen, or the date of discovery of such cause, whichever is later.
18. Amendments and Updates
MAF AI, INC reserves the right to modify this Agreement at any time by posting the modified Agreement on the MAF AI, INC website or by providing notification to Subscriber. The modified Agreement will become effective upon posting or as stated in the notification. Subscriber's continued use of the Services after the effective date of any modification to this Agreement constitutes acceptance of the modified terms.
19. Surviving Provisions
Sections 3.4, 5.3.5, 5.3.7, 7.4, 7.6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive the termination of this Agreement.
20. Contact Information
If you have any questions about this Subscription Agreement, please contact us at:
MAF AI, INC Email: hello@casegen.ai Phone: (949) 826-5436 Address: 19800 MacArthur Blvd., Suite 300, Irvine, CA 92612
Last Updated: May 1, 2025, MAF AI, INC SUBSCRIPTION AGREEMENT