MECHA AI LLC
STANDARD TERMS AND CONDITIONS OF SERVICE
Effective: January 1, 2026
These Standard Terms and Conditions (the "Terms") set forth the terms and conditions that govern purchases by any purchaser (the "Client") of voice AI automation services and other related services (the "Services") from Mecha AI LLC ("Mecha AI"). The Terms and any purchase orders, scopes of work, proposals, and other agreements regarding the Services shall be collectively referred to as the "Agreement."
All agreements between the Client and Mecha AI to purchase the Services shall be governed by the terms and conditions herein. The Client and Mecha AI agree that any modifications, changes, or alterations of the terms and conditions herein with respect to any specific proposal must be in writing and signed by the Client and Mecha AI. Mecha AI hereby objects to any additional or different terms which may be contained in any of the Client's purchase orders, acknowledgements, or other documents or any communications received from the Client, and the Client and Mecha AI hereby agree that any such attempts shall be null and void and not deemed a part of the terms and conditions hereunder or any resulting order.
Any offer hereunder shall expire thirty (30) days following its date, unless the Client executes and returns to Mecha AI that proposal for the applicable Services within such thirty (30) day period. No order may be canceled, modified, or altered by the Client without written consent of Mecha AI, which may be withheld in its sole discretion.
Mecha AI provides voice AI automation services, which may include but are not limited to:
The specific Services to be provided shall be set forth in the applicable scope of work or proposal (the "SOW").
The fees for the Services are set forth in the applicable SOW provided by Mecha AI and otherwise are based on Mecha AI's current fees, in effect at the time of order, for the Services. For purposes of clarity, Mecha AI may increase the applicable fees for the Services by five percent (5%) for each renewal term of this Agreement following the initial Term of this Agreement.
The Client acknowledges and agrees that, if it purchases Services with a minimum period for the Services, such amounts shall be due and payable if this Agreement is terminated sooner, subject to Section 4 below.
Mecha AI shall provide the Client with invoices, no more frequently than monthly, for the fees due from the Client under the Agreement. All payments for the Services are payable in United States Dollars only. Unless otherwise specified in the applicable SOW, the Client shall make payment for any and all monthly fees on or before the first day of the applicable month for Services. For any other fees, the Client shall make payment within fifteen (15) days following the date of invoice.
Subject to the limitations above, payments may be made by check, wire transfer, ACH, or credit card, provided that Client provides authorization satisfactory to Mecha AI.
Charges will be assessed on past due accounts as follows: (i) a late charge at a rate equal to the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, and (ii) reasonable collection costs and expenses, including attorneys' fees and court costs.
The Client's failure to pay in accordance with the provisions of this Section 3 shall entitle Mecha AI, without prejudice to its rights to damages, to suspend or cancel any outstanding orders or Services or require further assurance of payment from the Client.
The term of this Agreement shall commence on the effective date set forth in the applicable SOW (and if not specified, the date that the Agreement is signed) (the "Effective Date") and shall continue in effect until the date that is the time period specified in the applicable SOW following the Effective Date, and shall automatically renew for additional terms of equal period unless either party provides thirty (30) days' prior written notice to the other party of its intention not to renew this Agreement (the "Term").
Either party may terminate this Agreement for a material breach of any provision of this Agreement by the other party upon fourteen (14) days' prior written notice to the other party, such notice to set forth in detail such breach, and the breaching party's failure to cure such breach.
Either party may terminate this Agreement immediately without breach or penalty by written notice to the other party in the event the other party: (i) institutes or has instituted against it proceedings for bankruptcy (which, in the case of proceedings against it, shall remain for ninety (90) days undismissed); (ii) shall consent to the appointment of a receiver for all or substantially all of its property; (iii) shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts as they become due; or (iv) shall be adjudged a bankrupt or insolvent by a court of competent jurisdiction.
At Mecha AI's sole discretion, the Services may be immediately terminated or suspended if the Client violates any part of this Agreement.
If the Client terminates this Agreement prior to the expiration of the then-current Term for any reason other than Mecha AI's uncured material breach, the Client shall pay to Mecha AI: (i) all fees for Services rendered through the date of termination, and (ii) fifty percent (50%) of the fees that would have been due for the remainder of the then-current Term (the "Early Termination Fee"). The parties acknowledge that the Early Termination Fee represents a reasonable estimate of the damages Mecha AI would suffer from early termination and is not a penalty.
Upon termination of this Agreement for any reason, the Client shall pay to Mecha AI all fees payable for Services rendered through the date of termination in accordance with Section 3 hereof.
The Client acknowledges and agrees that:
The Client shall not use the Services for any unlawful purpose, including but not limited to sending unsolicited text messages, making calls in violation of do-not-call regulations, or engaging in deceptive or misleading practices.
Mecha AI agrees that the Client shall own all right, title, and interest in and to any pre-existing works of the Client, including without limitation content, trademarks, trade names, and other materials owned by the Client that are provided to Mecha AI (the "Client Materials"). During the Term, the Client hereby grants to Mecha AI a fully paid-up, non-exclusive, non-transferable, non-sublicensable license to use the Client Materials solely to provide the Services hereunder.
The Client shall own all right, title, and interest in and to all call recordings, call transcripts, text message records, and caller/contact data generated through the provision of Services (collectively, "Client Data"). Upon termination of this Agreement, Mecha AI shall, upon written request, provide the Client with a copy of Client Data in a commercially reasonable format. Mecha AI shall retain Client Data for a period of thirty (30) days following termination, after which it may be deleted.
Mecha AI retains all right, title, and interest in and to:
For the avoidance of doubt, Mecha AI shall have the right to use and reuse any voice agent configurations, prompt designs, conversation flows, techniques, and approaches developed in connection with the Services, including for other clients, provided that such reuse does not include Client's Confidential Information or Client Data.
During the Term, Mecha AI grants to the Client a non-exclusive, non-transferable, non-sublicensable license to access and use the Services as described in the applicable SOW. This license does not convey any ownership interest in Mecha AI's technology or intellectual property.
Mecha AI's name, logo, and all related service names, marks, and slogans are the trademarks, service marks, or registered trademarks of Mecha AI and may not be used or modified in any manner without the prior written consent of Mecha AI.
At all times during the term of this Agreement and for two (2) years thereafter, the receiving party shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of itself or any other third party, any Confidential Information of the disclosing party, except that the receiving party may disclose Confidential Information of the disclosing party to its employees and subcontractors to the extent necessary to enable each party to exercise its rights hereunder.
"Confidential Information" means any trade secrets or information, whether in written, digital, oral, or other form, which is confidential or proprietary to the disclosing party, including but not limited to software, inventions, customer lists, financial information, business methods and processes, pricing, and any other materials or information related to any aspect of the business or activities of the disclosing party which are not generally known to others engaged in similar businesses or activities.
Notwithstanding the foregoing, Confidential Information does not include information which: (i) was publicly known or generally known within the trade at the time of disclosure; (ii) becomes public knowledge or generally known within the trade without breach of this Agreement by either party; (iii) was information already known by the receiving party at the time of disclosure without a duty of confidentiality, or information independently developed by the receiving party's personnel who did not have access to the information disclosed by the disclosing party; (iv) is required to be disclosed by law; or (v) is obtained by a party from third parties who are under no obligation of confidentiality with respect to the information.
If the receiving party is required to disclose any Confidential Information by a court order or other governmental action, the receiving party may comply with such disclosure requirement, unless the disclosing party, at its own expense, is successful in having the effect of such requirement stayed. In all events, the receiving party agrees to notify the disclosing party promptly if at any time a request or demand of any kind is made to the receiving party to disclose any of the disclosing party's Confidential Information.
Mecha AI warrants to the Client that the Services shall be performed in a professional and workmanlike manner consistent with industry standards.
Mecha AI shall comply with all applicable federal, state, and local laws in connection with the provision of the Services, including data security and privacy laws as they apply to Mecha AI's role as a service provider.
For purposes of clarity, this warranty shall not be applicable to: (a) technical and other issues related to the Client's systems, hardware, software, or data that are not related to the Services; (b) technical and other issues resulting from any third party's services; (c) issues arising from the Client's failure to comply with its obligations under this Agreement; or (d) issues arising from telecommunications carrier outages, delays, or failures outside of Mecha AI's reasonable control.
Mecha AI does not guarantee specific call volumes, conversion rates, appointment booking rates, or other business outcomes. The effectiveness of the Services depends on numerous factors outside of Mecha AI's control, including the Client's business practices, market conditions, and caller behavior.
Mecha AI's sole responsibility for warranty claims shall be, at its option: (i) to re-perform the deficient Services, or (ii) to refund to the Client the amounts paid during the warranty period for such deficient Services.
THIS WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY MECHA AI WITH RESPECT TO THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, MECHA AI DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR COMMON LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. MECHA AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT MECHA AI SHALL NOT BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF MECHA AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT, TORT, NEGLIGENCE, OR OTHER LEGAL THEORY. THIS INCLUDES BUT IS NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES.
THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT MECHA AI'S CUMULATIVE LIABILITY TO THE CLIENT UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID TO MECHA AI UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
The Client acknowledges that all delivery dates and service timelines are approximate. In no event shall Mecha AI be liable for any delays in delivery of the Services.
The Client shall indemnify, defend, and hold harmless Mecha AI and its directors, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, that arise out of, result from, or are related to: (i) a breach by the Client of any warranty, representation, or covenant set forth herein; (ii) the Client's negligence or willful misconduct; (iii) the Client's failure to obtain required consents for call recording or text messaging; (iv) the Client's violation of any applicable law or regulation in connection with its use of the Services; and (v) violation, misappropriation, or infringement upon any patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights of any third party arising from Client Materials.
Mecha AI shall indemnify, defend, and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, that arise out of a claim that the Mecha AI platform or technology, as provided to the Client, infringes the intellectual property rights of a third party.
Mecha AI shall process personal information received through the Services in accordance with its Privacy Policy, available at gomecha.ai/privacy-policy, and in compliance with applicable data privacy laws.
Mecha AI shall implement and maintain reasonable and appropriate technical and organizational security measures to protect personal information against unauthorized access, alteration, disclosure, or destruction.
Upon the Client's reasonable request, Mecha AI shall enter into a Data Processing Agreement (DPA) defining the parties' respective roles, responsibilities, and obligations with respect to the processing of personal information.
In the event of a data breach affecting the Client's data, Mecha AI shall notify the Client without unreasonable delay after becoming aware of such breach and shall cooperate with the Client in investigating and mitigating the breach.
The Client represents and warrants to Mecha AI that: (i) in the event that the Client is an individual, that they are at least 18 years old; (ii) in the event that the Client is an entity, that it has the full right, power, and authority to enter into this Agreement; (iii) the performance by the Client of its obligations and duties hereunder does not and will not violate any agreement to which the Client is a party or by which the Client is otherwise bound; (iv) the Client's use of the Services complies in all respects with all applicable laws, statutes, regulations, ordinances, and other rules; and (v) any information provided by the Client to Mecha AI for use in the Services is accurate and does not infringe upon the rights of any third party.
During the Term and for a one (1) year period after the termination of this Agreement, the Client shall not, directly or indirectly, on its own behalf or as a partner, member, stockholder, principal, agent, consultant, employee, or in any other capacity, without the prior written consent of Mecha AI, hire any employee, sales representative, or contractor of Mecha AI, or solicit, cause, or induce any employee, sales representative, or contractor of Mecha AI to terminate or otherwise change their relationship with Mecha AI.
The Client shall pay, in addition to the fees as set forth herein, any and all sales tax, use tax, excise tax, value-added tax, or any other tax, fee, or charge of any nature whatsoever, except for taxes on Mecha AI's income, imposed by any governmental authority on or measured by the transaction between Mecha AI and the Client. The Client shall indemnify, defend, and hold harmless Mecha AI against all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, to the extent such claims arise out of any breach of this Section.
THE PARTIES AGREE THAT THIS AGREEMENT AND THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS. THE PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS LOCATED IN HOWARD COUNTY, MARYLAND FOR THE RESOLUTION OF ANY DISPUTES AMONGST THE PARTIES UNDER THIS AGREEMENT.
Any notice provided pursuant to this Agreement shall be in writing and shall be deemed given: (i) if by hand delivery, upon receipt thereof; (ii) if mailed, two (2) days after deposit in the U.S. mails, postage prepaid, certified mail return receipt requested; (iii) if sent via overnight courier, upon receipt; or (iv) if sent via email, upon confirmation of receipt by the receiving party. Notices shall be sent to the addresses specified in the applicable SOW or as otherwise provided in writing by the parties.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, superseding any prior agreements between the parties. In the event of a conflict between these Terms and the applicable SOW, the SOW shall control with respect to the specific Services covered by that SOW, and these Terms shall control in all other respects.
The Client further acknowledges and agrees that the Client may not assign any part of this Agreement without Mecha AI's prior written consent, which may be withheld at its sole discretion. Mecha AI may assign this Agreement to any successor in interest, affiliate, or acquirer of all or substantially all of its business or assets. This Agreement shall inure to the benefit of each party's successors and permitted assigns.
Mecha AI shall not be deemed to be in breach of the Agreement and thereby liable to the Client or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, pandemic, strikes, war, riot, government regulation, telecommunications or internet service disruption, or any other act or cause beyond the reasonable control of Mecha AI.
The failure of Mecha AI to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.
If the Client has any questions about this Agreement or any question or problem regarding the Services, the Client can contact Mecha AI at:
Mecha AI LLC
6207 Northrop Way
Clarksville, MD 21029
Email: hello@gomecha.ai
Website: gomecha.ai