Setup, Integration, and Consulting Services - Effective Date: August 11, 2026
1.1 What this is. This Professional Services Agreement (this “PSA”) governs the setup, configuration, integration, consulting, and managed services that SUPERAGENT AI, Inc. (“SUPERAGENT”) provides to a customer (“Customer”) that purchases them (the “Professional Services”).
1.2 When it applies. This PSA applies only if and when Customer purchases Professional Services. Purchasing Professional Services is optional. No subscription Plan requires them, and declining them does not affect Customer’s subscription, pricing, or support.
1.3 Relationship to the other documents. This PSA incorporates the SUPERAGENT Terms of Service, the SUPERAGENT Subscription Agreement, and the SUPERAGENT Privacy Policy. Capitalized terms not defined here have the meanings given in the Terms of Service. A current, paid subscription to the Services is a condition of receiving Professional Services. The Terms of Service contain the binding arbitration provision, the class action waiver, the limitation of liability, and the outbound communications compliance obligations that apply to this PSA.
1.4 Statements of Work. Each engagement is described in a statement of work, order confirmation, or booking confirmation (“SOW”). An SOW may be executed on paper, accepted electronically, or created automatically when Customer completes checkout for a published package. Each SOW is governed by this PSA and incorporates it. For the Professional Services described in it, an executed SOW controls over conflicting terms in this PSA.
1.5 Standard packages. The packages in Exhibit A are pre-scoped SOWs. Purchasing a package through the SUPERAGENT booking or checkout flow creates an SOW on the terms of the applicable Exhibit A schedule.
|
Offering |
Fee |
Structure |
Schedule |
|---|---|---|---|
|
Account Setup and Configuration Package |
$249 |
One time, fixed fee, paid at booking |
Exhibit A, Schedule 1 |
|
Integration Package |
$499 |
One time, fixed fee, paid at booking |
Exhibit A, Schedule 2 |
|
Managed Service, Essential |
$249 per month |
Monthly retainer, month to month |
Exhibit A, Schedule 3 |
|
Managed Service, Growth |
$499 per month |
Monthly retainer, month to month |
Exhibit A, Schedule 3 |
|
Managed Service, Full Service |
$999 per month |
Monthly retainer, month to month |
Exhibit A, Schedule 3 |
|
Custom consulting |
Quoted |
Fixed fee or time and materials, per SOW |
Custom SOW |
Fees are exclusive of taxes, of subscription fees, and of SUPERcredits consumed by the Services during delivery. SUPERcredits consumed while SUPERAGENT configures, tests, or operates campaigns on Customer’s behalf are drawn from Customer’s own balance and are Customer’s cost.
3.1 Standard of performance. SUPERAGENT will perform the Professional Services in a professional and workmanlike manner, using personnel with appropriate skill and experience, consistent with generally accepted industry standards. All Professional Services are performed on a reasonable efforts basis.
3.2 Remote delivery. Professional Services are delivered remotely, in English, during SUPERAGENT’s normal business hours, which are 9:00 a.m. to 6:00 p.m. Pacific Time, Monday through Friday, excluding SUPERAGENT holidays, unless an SOW states otherwise. On-site services are not offered.
3.3 Personnel. SUPERAGENT selects and may replace the personnel performing the Professional Services. SUPERAGENT may use subcontractors and remains responsible for their performance of SUPERAGENT’s obligations.
3.4 Scheduling. Sessions are booked through the SUPERAGENT scheduling link. A session that Customer cancels or reschedules with less than twenty-four (24) hours’ notice, or that Customer does not attend, is treated as delivered and is not rescheduled at no charge. SUPERAGENT will offer one (1) courtesy reschedule per engagement.
3.5 Timeline. SUPERAGENT will use reasonable efforts to meet any target dates in an SOW. Target dates are estimates, not commitments, and are contingent on Customer meeting its dependencies under Section 4 and on third parties outside SUPERAGENT’s control.
4.1 Customer must provide. Customer must, promptly and at its own cost, provide: an executive sponsor and a named point of contact with authority to make decisions; timely access to Customer personnel; administrative credentials or authorized connections for every system to be configured or integrated; accurate business, licensing, and entity information; the content, scripts, offers, product and coverage information, and compliance guidance that SUPERAGENT is to configure; the lead, contact, or policy data to be used; and timely responses to questions, drafts, and approval requests.
4.2 Customer decisions. Customer is solely responsible for every business, compliance, and content decision, including which contacts are called, texted, or emailed, what is said to them, when and how often, what constitutes consent, what a won call is, and what the AI Agents are instructed to do. SUPERAGENT configures the Services to Customer’s instructions. SUPERAGENT does not decide who Customer may lawfully contact.
4.3 Delay. If Customer does not meet a dependency, SUPERAGENT may suspend delivery and adjust timelines, and time-based fees continue to accrue. A delay attributable to Customer of more than thirty (30) days entitles SUPERAGENT to treat a fixed fee engagement as complete and to invoice the remaining balance.
4.4 Access and security. Customer is responsible for the credentials it provides, for authorizing only the access required, and for revoking access on completion. Customer must not provide credentials belonging to an individual who has not authorized their use.
5.1 Outside SUPERAGENT’s control. Delivery frequently depends on third parties, including agency management and customer relationship system vendors, telephony and messaging carriers, the A2P 10DLC registries, domain registrars, email service providers, and calendar and automation providers.
5.2 No warranty of approval or timing. SUPERAGENT does not warrant that any third-party approval will be granted, or granted within any period. In particular, A2P 10DLC brand and campaign approval is granted by carriers and registries and has historically taken weeks, and email sending domains require a warmup period of at least two (2) weeks before production sending. These timelines are not within SUPERAGENT’s control and a delay in them is not a failure to perform, is not a basis for a refund, and does not extend a monthly retainer at no charge.
5.3 Third party fees. Third-party costs, including telephone numbers, number porting, domain registration, registration fees, and carrier surcharges, are Customer’s responsibility and are charged separately or consume SUPERcredits.
5.4 Vendor terms. Customer is responsible for its own agreements with third-party vendors and for any consent required to allow SUPERAGENT to access those systems.
6.1 Change orders. Any change to the scope, deliverables, assumptions, timeline, or fees of an SOW requires a written change order signed or electronically accepted by both parties. SUPERAGENT is not obligated to perform work outside the scope of an SOW, and out-of-scope work performed at Customer’s request is billable at SUPERAGENT’s then-current standard rate of $125 per hour unless a change order states otherwise.
6.2 Additional packages. Additional configuration or integration work beyond the scope of a purchased package is available by purchasing an additional package or a custom SOW.
7.1 Deemed acceptance. A deliverable is deemed accepted on the earlier of: Customer’s written acceptance; Customer’s use of the deliverable in production; or five (5) business days after delivery without written notice of a material non-conformity.
7.2 Non-conformity. If Customer gives written notice within that period identifying a material failure of a deliverable to conform to the SOW, SUPERAGENT will use reasonable efforts to correct it at no additional charge. Correction is Customer’s sole and exclusive remedy for a non-conforming deliverable. Recurring Managed Services are not subject to acceptance and are deemed accepted month by month as performed.
8.1 No performance guarantee. SUPERAGENT does not guarantee, and nothing in this PSA or in any SOW, proposal, or conversation should be read to guarantee, any business outcome, including any number of leads, contacts, appointments, quotes, binds, policies sold, renewals retained, revenue, commission, contact rate, answer rate, reply rate, open rate, deliverability level, inbox placement, response time, credit efficiency, or return on investment.
8.2 Variables outside SUPERAGENT’s control. Results depend on factors SUPERAGENT does not control, including the quality, age, consent status, and accuracy of Customer’s data; Customer’s offers, pricing, licensing, and market; carrier and email provider filtering decisions; recipient behavior; competitive activity; and Customer’s own follow-up.
8.3 Recommendations are advisory. Any recommendation, benchmark, projection, model, forecast, or best practice SUPERAGENT provides is advisory only. Customer is responsible for evaluating it and for the consequences of acting on it.
8.4 Not professional advice. SUPERAGENT is not a law firm, is not a compliance consultancy, is not a licensed insurance producer, agent, broker, or advisor, and is not an accounting or tax advisor. Nothing SUPERAGENT provides under this PSA is legal, regulatory, compliance, insurance, tax, or accounting advice. Any compliance-related configuration is operational assistance with SUPERAGENT’s product, not a legal opinion, and does not create an attorney-client or advisory relationship. Customer must obtain its own legal and compliance advice.
9.1 Customer remains the initiator. Section 10 of the Terms of Service applies in full to any Communication configured, launched, or operated by SUPERAGENT under this PSA. Customer remains the seller, telemarketer, sender, and initiator of every such Communication. SUPERAGENT acts on Customer’s instructions.
9.2 Attestation before launch. Before SUPERAGENT launches any campaign on Customer’s behalf, Customer must attest in writing that: every contact in the target audience has given the consent required by applicable law; the audience has been scrubbed against the National Do Not Call Registry within the preceding thirty-one (31) days and against Customer’s internal do-not-call list; Customer holds all required licenses and appointments; and the content Customer supplied is accurate and compliant. SUPERAGENT is entitled to rely on that attestation without independent verification.
9.3 Customer approval of content. Customer must review and approve, in writing, all scripts, message copy, subject lines, personas, coaching rules, and playbooks before they are used in production, whether drafted by Customer, by SUPERAGENT, or by an AI Agent. Approval by Customer makes that content Customer’s own for all purposes under the Agreement.
9.4 Indemnity applies. Customer’s indemnity under Section 20.1 of the Terms of Service applies to all Professional Services, including to Communications SUPERAGENT configures or operates at Customer’s direction and to content Customer approves.
9.5 Right to refuse. SUPERAGENT may refuse to configure, launch, or continue any campaign, script, audience, or configuration that SUPERAGENT reasonably believes is unlawful, violates the Acceptable Use Policy, presents carrier or deliverability risk, or is inconsistent with SUPERAGENT’s product truths, and may do so without liability and without refund of any fee for services already performed.
10.1 One-time packages. The Account Setup and Configuration Package and the Integration Package are paid in full at the time of booking, through the payment-enabled booking link, before delivery is scheduled.
10.2 Managed Service retainers. Managed Service retainers are billed monthly in advance, beginning on the start date in the SOW, and renew automatically each month until cancelled.
10.3 Cancelling a retainer. Either party may cancel a Managed Service retainer at any time on thirty (30) days’ written notice. The retainer continues, and fees continue to accrue, through the end of the
thirty (30) day notice period. Amounts already paid are non-refundable and no partial month is refunded. Customer may cancel a retainer in the Services or by email to billing@getsuperagent.com.
10.4 Unused retainer capacity. Retainer capacity is allocated monthly and does not roll over. Unused hours, campaigns, reviews, or other included items expire at the end of each retainer month and have no cash value.
10.5 Non-refundable. All Professional Services fees are non-refundable once the applicable services have been performed or the applicable retainer month has begun. A one-time package fee becomes non-refundable when the first session is held or the first configuration work begins, whichever is earlier. If Customer cancels a one-time package before any work has begun and more than twenty-four (24) hours before the first scheduled session, SUPERAGENT will refund the package fee in full.
10.6 Custom engagements. Custom SOWs are invoiced as stated in the SOW, and payment is due net thirty (30) days. Expenses, if any, must be pre-approved in writing and are billed at cost.
10.7 Late payment, suspension, and collections. Sections 8.5, 8.6, 9.1, and 9.2 of the Subscription Agreement apply to Professional Services fees, including interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law, suspension after notice, and referral to collections at ninety (90) days past due with liability for the full amount plus reasonable costs of collection and attorneys’ fees.
10.8 Effect of subscription termination. If Customer’s subscription terminates or is suspended, SUPERAGENT may suspend or terminate all Professional Services immediately. Fees for Professional Services already performed remain due.
11.1 SUPERAGENT materials. SUPERAGENT owns, and retains all right, title, and interest in, all methodologies, frameworks, templates, playbook templates, script libraries, checklists, objection libraries, scoring models, configuration patterns, tools, know-how, and materials that SUPERAGENT owned before the engagement or develops independently of it, and all improvements to them (“SUPERAGENT Materials”), including any developed or refined in the course of delivering Professional Services.
11.2 Deliverables. Subject to Section 11.1 and to payment in full, SUPERAGENT grants Customer a perpetual, non-exclusive, non-transferable, royalty-free license to use the deliverables and configurations produced for Customer under an SOW, for Customer’s internal business purposes and only in connection with the Services. Configurations created within the Platform remain subject to the Terms of Service and are accessible only while Customer’s subscription is active.
11.3 Customer materials. Customer retains all right, title, and interest in Customer Data and in any content, brand assets, and materials Customer provides, and grants SUPERAGENT a license to use them as necessary to perform the Professional Services.
11.4 No exclusivity. SUPERAGENT may perform similar services for any other customer, including a competitor of Customer, and may use the general knowledge, skills, and experience gained in performing the Professional Services, provided it does not disclose Customer’s Confidential Information.
11.5 Residuals. Nothing in this PSA restricts SUPERAGENT personnel from using general knowledge, skills, and experience retained in unaided memory.
12.1 Limited warranty. SUPERAGENT warrants that the Professional Services will be performed in accordance with Section 3.1. Customer’s exclusive remedy, and SUPERAGENT’s entire liability, for breach of this warranty is re-performance of the deficient Professional Services, provided Customer gives written notice within thirty (30) days of performance.
12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, THE PROFESSIONAL SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERAGENT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PROFESSIONAL SERVICES OR DELIVERABLES WILL ACHIEVE ANY RESULT OR WILL CAUSE CUSTOMER TO BE COMPLIANT WITH ANY LAW.
12.3 Liability. Sections 20 and 21 of the Terms of Service apply to this PSA. For clarity, SUPERAGENT’s total aggregate liability arising out of or relating to the Professional Services is included within, and does not increase, the cap in Section 21.2 of the Terms of Service.
13.1 Term. This PSA begins on the date Customer first purchases Professional Services and continues until every SOW has expired or been terminated.
13.2 Termination of an SOW. Either party may terminate an SOW for material breach not cured within thirty (30) days of written notice. Managed Service retainers may also be cancelled under Section 10.3.
13.3 Effect. On termination of an SOW, SUPERAGENT stops work, delivers work product completed and paid for, and Customer pays all fees for Professional Services performed and all non-cancellable commitments incurred through the effective date of termination.
13.4 Survival. Sections 4.2, 5.2, 8, 9, 10.5, 10.7, 11, 12, 13.4, 14, and 15 survive.
During the term of any SOW and for twelve (12) months afterward, Customer will not directly or indirectly solicit for employment or engagement any SUPERAGENT employee or contractor who performed Professional Services for Customer, except through a general public advertisement not targeted at that person.
Sections 13, 22, 23, and 25 of the Terms of Service apply to this PSA and are incorporated by reference, including confidentiality, binding arbitration and the class action waiver, Delaware governing law, notices, assignment, and severability.
The scopes below are the standard scopes for the published packages. A purchased package creates an SOW on these terms. Anything not listed as included is out of scope.
Purpose. Get a new SUPERAGENT account configured correctly and operating, with SUPERAGENT’s customer success team doing the configuration work.
Included.
Not included. Any integration to an agency management or customer relationship system (see Schedule 2). Campaign or playbook build. Messaging registration. Sending domain purchase or warmup. Data migration, cleansing, or import beyond a single well-formed file. Custom development. Training delivery to Customer’s staff beyond the session. Anything requiring more than the stated session time.
Customer dependencies. Administrative access to the SUPERAGENT account. Agency details, hours, and holidays. The list of users and their roles. The transfer destination number. Access to the existing telephone system to configure forwarding, or Customer’s own telephony administrator on the session.
Delivery target. Session scheduled within five (5) business days of booking, subject to availability. Configuration complete within five (5) business days after the session, subject to Customer dependencies.
Purpose. Connect SUPERAGENT to Customer’s agency management or customer relationship system and to Customer’s calendar and email, and validate that data flows correctly.
Included.
Not included. Integration to any system not listed as supported in the Documentation. Custom development, custom application programming interface work, or middleware. Zapier scenario design beyond one (1) documented example. Historical data migration or backfill of recordings. Bulk data cleansing or deduplication. Remediation of defects or rate limits in the third-party system. Purchase of numbers, domains, or credits, which are Customer’s cost. Any work needed because Customer’s third-party vendor changes or restricts its interfaces.
Customer dependencies. Valid administrative credentials or an authorized connection for each system, provided by a person entitled to grant them. A named administrator available on each session. Accurate legal entity, EIN, address, and website information for messaging registration. Customer’s own privacy policy and terms published on Customer’s website containing the disclosures carriers require. Timely responses to registry follow-up questions.
Delivery target. First session within five (5) business days of booking. Technical configuration complete within ten (10) business days of the first session, subject to Customer dependencies. Messaging registration approval and email domain warmup are controlled by third parties and are expressly excluded from any delivery target.
Purpose. SUPERAGENT builds, runs, monitors, and tunes Customer’s campaigns and configurations on an ongoing basis.
Common terms for all tiers. Month to month. Billed monthly in advance. Thirty (30) days’ notice to cancel. Capacity is allocated monthly and does not roll over. All SUPERcredits consumed are Customer’s cost and are drawn from Customer’s balance. Customer approves all audiences and content before launch under Section 9. Delivery is remote and during business hours. SUPERAGENT does not guarantee any outcome under Section 8.
Everything in Essential, plus:
Everything in Growth, plus:
Fair use. Where a tier states “unlimited,” SUPERAGENT may apply reasonable limits where Customer’s requests materially exceed the volume the tier is priced to support. SUPERAGENT will notify Customer and offer an upgrade or a custom SOW rather than silently reducing service.
Not included in any tier. Integration work (see Schedule 2). Creative production, brand design, video, or paid media management. Data purchase or list acquisition. Legal or compliance review of Customer’s consent practices. Work on any system outside SUPERAGENT. Anything described as out of scope in Schedules 1 and 2.
End of Professional Services Agreement, Version 1.0.