This Master Services Agreement ("Agreement") is entered into by and between Choice 1 Communications ("C1C"), and the Client ("Company"), for the provision of C1C’s proprietary "Done For You Membership" services. These services include campaign execution, multi-channel communication workflows, voice assistance* (if applicable), Claire AI engagement, and real-time reporting. All services will be delivered via a client-branded domain, powered and administered by the Choice 1 Connect platform.
ARTICLE II – TERM AND RENEWAL
2.1 Initial Term. The initial term of this Agreement shall be one (1) year commencing from the Effective Date.
2.2 Renewal. This Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal no less than sixty (60) days prior to the expiration of the then-current term.
ARTICLE III – PROMOTIONAL TERMS AND ACTIVATION FEES
3.1 Promotional Offer. If applicable, new members shall receive the following incentives upon execution:
One (1) month of membership services at no cost.
Waived setup fees for the initial case (maximum covered lives may vary).
Deferral of the standard setup fee for thirty (30) days.
ARTICLE IV – FEES AND PAYMENT
4.1 Billing Terms:
Monthly membership fees are due within fifteen (15) days of the invoice and will be auto billed using the payment method on file.
Payments more than fifteen (15) days overdue may be subject to a late fee of $150 or five percent (5%) of the outstanding balance, whichever is greater.
4.2 Additional Charges:
Services requested by the Client that fall outside the scope of the Membership may be performed by C1C at its sole discretion and shall be billed at a rate of $150 per hour/ min 1 hr.
Client-induced delays (e.g., lack of timely asset delivery or approvals) may result in timeline extensions.
A $3 per contact messaging and AI interaction fee shall apply, charged only when the initial outbound message is sent.
This fee applies once per unique contact and will reset with each new campaign; contacts will be recharged when reloaded for additional campaigns.
ARTICLE V – PLATFORM ACCESS AND BRANDING
All services shall be delivered through the C1C Connect platform with Client-facing branding. Backend access is not permitted. Rebranding beyond visual interface elements is prohibited.
ARTICLE VI – INTELLECTUAL PROPERTY
All systems, source code, training content, AI frameworks (including Claire), documentation, and proprietary methods remain the exclusive property of C1C. No licenses or ownership rights are granted to the Client except as expressly stated.
ARTICLE VII – DATA OWNERSHIP AND SECURITY
7.1 All data collected or processed remains the property of C1C or the respective Employer Groups.
7.2 C1C complies with HIPAA, PCI DSS, and A2P regulations. No services involving PHI shall begin without a duly executed Business Associate Agreement (BAA).
7.3 Any data breach shall be disclosed to the Client promptly, with full reporting of scope and remediation efforts.
ARTICLE VIII – CONFIDENTIALITY
Both parties shall maintain in strict confidence all business, technical, and strategic data disclosed during this Agreement. Confidentiality obligations shall survive for five (5) years post-disclosure and for two (2) years following termination.
ARTICLE IX – SERVICE LEVELS
Uptime Guarantee: 99.9% availability
Critical Issue Response: Under four (4) business hours
Standard Issue Response: Under two (2) business days
Post-Termination Support: Thirty (30) days
ARTICLE X – COMMUNICATION AND COMPLIANCE
10.1 C1C, via Claire AI, will execute outbound communications via:
SMS, email, ringless voicemail, voice assistant (if applicable), and multilingual formats
HIPAA-compliant, A2P-verified templates with embedded opt-out functionality
10.2 Campaign activity shall be tracked and reported. Clients authorize C1C to execute communications under this Agreement.
ARTICLE XI – TERMINATION
11.1 Either party may terminate this Agreement for cause by providing thirty (30) days written notice if a material breach is not remedied.
11.2 Upon termination:
Client access will be deactivated.
C1C will provide transition support.
All unpaid balances shall remain payable in full.
ARTICLE XII – INDEMNIFICATION
Each party shall indemnify, defend, and hold harmless the other party from any third-party claims, damages, or liabilities arising from its own misconduct, negligence, or breach of this Agreement.
ARTICLE XIII – LIMITATION OF LIABILITY
C1C’s total liability under this Agreement shall not exceed the total fees paid by the Client during the twelve (12) months preceding the claim. In no event shall either party be liable for indirect, incidental, or consequential damages.
ARTICLE XIV – PUBLICITY
C1C may reference the Client as a customer in its marketing materials. Client logos or trademarks may only be used with prior written consent.
ARTICLE XV – RELATIONSHIP OF PARTIES
The parties acknowledge that they are independent contractors. This Agreement does not constitute a joint venture, partnership, or employment relationship.
ARTICLE XVI – DISPUTE RESOLUTION
Disputes arising from this Agreement shall first be submitted to non-binding mediation in Hillsborough County, Florida. If unresolved within thirty (30) days, the dispute shall be resolved through binding arbitration governed by Florida law.
ARTICLE XVII – ENTIRE AGREEMENT
This Agreement, together with any attached Exhibits or Addenda, constitutes the full and final agreement between the parties and supersedes all prior negotiations and agreements.
ARTICLE XVIII – SURVIVABILITY
The provisions relating to confidentiality, data ownership, indemnification, limitations of liability, and governing law shall survive termination.
EXHIBIT A – SCOPE OF DONE FOR YOU MEMBERSHIP (Professional Plan)
Managed campaign deployment (enrollment, new hire, re-engagement)
AI-driven messaging (SMS, email, voicemail, voice assistance)
Waiver capture and submission tracking
Branded campaign assets and scheduling tools
Broker and HR onboarding
Optional HR outreach reports and metrics
EXHIBIT B – MEMBERSHIP FEES: PROFESSIONAL PLAN
1. Setup Fee:
A one-time build fee of $1,100 is due under this Agreement; however, if enrolled during a promotional period, this fee will be delayed by 30 days (for the first month) and automatically charged in month two.
2. Monthly Membership Fee:
$750 per month (First month waived if enrolled during a promotional period)
3. Contact Load Fee:
$3 per contact messaging and AI interaction fee shall apply, charged only when the initial outbound message is sent.
This fee applies once per unique contact and will reset with each new campaign; contacts will be recharged when reloaded for additional campaigns.
APPENDIX A – NON-DISCLOSURE AGREEMENT (NDA)
1. Confidential Information shall include all non-public, technical, financial, business, and strategic data disclosed orally, in writing, or electronically.
2. The receiving party agrees to use such information solely for the performance of this Agreement.
3. The obligations herein shall survive for five (5) years from disclosure and for two (2) years following the termination of this Agreement.
4. Upon written request, all Confidential Information shall be promptly returned or destroyed.
5. Breach of this NDA shall entitle the disclosing party to injunctive relief in addition to other available remedies.