Service Agreement

1. Services Provided

Client subscribes to one of the following plans. Plan details, pricing, and included features are summarized below and may be updated on our website from time to time.

Any discount applied will be reflected on your billing. Plan features may be improved, added, or adjusted over time, and we reserve the right to modify the Service as long as it continues to deliver substantially the same value.

2. Pricing and Payment

2.1Subscription Fees

Monthly plans are billed in advance on a recurring basis. Annual plans are billed as a single upfront payment (or via available financing) covering 12 months of access.

2.2Month-to-Month Flexibility

2.3Non-Refundable Payment Policy

Monthly Plans. All payments already made are non-refundable. When you cancel, billing stops at the end of your current billing cycle and you retain access through that date. No partial or full refunds will be issued for any payment already made.

Annual Plans. All annual payments are non-refundable under all circumstances. Annual plans are a 12-month commitment. If you cancel, you retain access through the end of your paid term, but no refund, pro-rated credit, or exception will be issued. Clients who require flexibility should select a monthly plan.

2.4Effect of Cancellation

• Monthly plans: Billing stops at the end of the current billing cycle. Access continues through that date.
• Annual plans: Access continues through the end of the paid 12-month term. No refund is issued.
• Annual plans financed through a third party: You remain responsible for any outstanding financed balance owed to the financing provider.

2.5Financing (If Applicable)

You may finance annual plans through available providers (e.g., Klarna or Affirm). You may not cancel, pause, or terminate financing directly with the provider. Any adjustment requires our processing of an approved refund through our payment processor (Stripe), subject to the refund policy in Section 2.3.

2.6Usage Fees

In addition to subscription fees, Client agrees to pay usage-based fees billed through our carrier partners (Twilio and others):

All usage fees are non-refundable, automatically billed, and subject to change based on carrier adjustments. We will provide reasonable notice of material rate changes.

2.7Legacy Pricing

Some clients may be on older pricing. Legacy rates remain in effect for those clients, but all usage fees apply regardless of plan or signup date.

2.8General Billing Terms

Payments are accepted via ACH or credit card. Late payments incur interest at 1.5% per month or the maximum allowed by law, whichever is lower. Taxes are excluded and Client's responsibility where applicable. No prorated refunds are issued for mid-cycle cancellations. Plan upgrades may be prorated at our discretion.

3. Term and Termination

This Agreement begins on the date your subscription becomes active (the "Effective Date") and remains in effect for the duration of the subscription term you've selected.

3.1Monthly Plans

Monthly plans run month-to-month with no minimum commitment. Either party may terminate with written notice. Billing stops at the end of the current billing cycle. No refunds for partial months or prior charges.

3.2Annual Plans

Annual plans are a 12-month term and auto-renew annually unless canceled with 30 days' written notice before the renewal date. All annual payments are non-refundable. Upon cancellation, access continues through the end of the paid term.

3.3Post-Term Access

• Client may export data from their GoHighLevel sub-account at any time using standard export tools.
• Access to AI systems, outbound calling, and ad-related services ends immediately upon termination.
• Mach 5 will assist with data export within 10 business days of termination at no additional cost.

3.4Termination for Cause

We may suspend or terminate your access immediately, without refund, if you materially breach this Agreement (including non-payment, misuse of the Service, sending unlawful or prohibited communications, or violating applicable law). We will use reasonable efforts to notify you before suspension unless immediate action is required.

4. Intellectual Property and Data Ownership

4.1Client Data

Client owns all data entered into the platform, including contact records, conversations, and any content uploaded or generated through Client use of the Service.

4.2Mach 5 Intellectual Property

Mach 5 owns all proprietary technology, workflows, scripts, prompts, AI agent configurations, automations, templates, and internal systems. Client receives a non-exclusive, non-transferable license to use these during the active subscription term. Reverse engineering, duplication, white-labeling, or redistribution of Mach 5 proprietary assets is prohibited.

4.3Custom Builds

Workflows built inside Client's GoHighLevel sub-account are owned by the Client and may be exported. External components — AI models, AI agent scripts, ad libraries, and proprietary workflow templates — remain Mach 5 property and are not transferable.

5. Confidentiality and Trade Secrets

Client agrees not to disclose or reverse-engineer Mach 5's proprietary systems, methods, workflows, prompts, AI agent scripts, or technologies. Confidentiality obligations survive for three (3) years post-termination. Trade secrets remain protected indefinitely under applicable law.

6. Representations and Warranties

Mach 5 warrants that the Service will perform substantially as described. Client warrants compliance with all applicable laws (including TCPA, CAN-SPAM, and state telemarketing regulations) and the accuracy of all information provided to Mach 5.

No warranties apply to third-party platforms used in the delivery of the Service (including but not limited to GoHighLevel, Twilio, Meta, Thinkr, ElevenLabs, OpenAI, and Anthropic). Mach 5's maximum liability under this Agreement is limited to one (1) month's subscription fee paid by Client.

The Service is provided "as is" and "as available." Except as expressly set forth in this Agreement, Mach 5 disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

7. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Minnesota, without regard to its conflict of laws principles. All disputes arising out of or relating to this Agreement will be resolved through binding arbitration under the rules of the American Arbitration Association (AAA) conducted in Minnesota. Each party waives any right to a jury trial or class action.

8. Miscellaneous

This Agreement, together with any order form, invoice, or signup confirmation, constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and discussions. Modifications must be in writing (email is sufficient) and acknowledged by both parties.

If any provision is found unenforceable, the remainder of the Agreement remains in full force and effect. Force majeure applies to delays or failures caused by events beyond either party's reasonable control, including outages of underlying third-party platforms.

Notices may be delivered via email to the addresses on file. Assignment of this Agreement requires prior written consent from both parties, except that Mach 5 may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

9. Acknowledgment