SERVICE AGREEMENT
Effective Date: June 16, 2026
This Service Agreement (“Agreement”) is entered into effect as of today per acceptance of services, by and between:
Pairwise Solutions LLC, a company organized under the laws of U.S/Texas, with its principal place of business at 801 Travis St, Ste 2101, Houston, 77002 (“Provider”), and you, the customer (“Customer”) and is governed by the terms and conditions set forth in the following clauses:
SCOPE OF SERVICES
Pairwise Solutions LLC will provide the following professional services ("Services"):
1.a) Implementation of the Artificial intelligence solution. (“AI solution(s)”)
1.b) AI System Maintenance Subscription. (the “Subscription”)
2) The Services may be delivered using third-party cloud infrastructure, platforms, or software provided by external software providers. Pairwise Solutions LLC may act as an integrator or solution provider of those platforms, infrastructure or software to provide the services.
DEPLOYMENT OF THE AI SOLUTION
The AI solution may be deployed in one of the following environments, as determined by the parties and specified in the applicable Service Order, Proposal, Statement of Work or Quotation:
3.a) Customer Infrastructure Deployment, where the solution is hosted, operated, or integrated within systems, servers, cloud environments, applications, websites, telephone systems, or technology platforms owned or controlled by the Customer; or,
3.b) Provider Infrastructure Deployment, where the AI solution is deployed using infrastructure managed by Pairwise Solutions LLC, the solution may be delivered through website widgets, chat interfaces, voice interfaces, telephone services, APIs, or other communication channels as determined by the Provider.
4)The selected deployment model may affect pricing, support, maintenance responsibilities, service levels, and technical requirements.
DELIVERY OF THE AI SOLUTION
For Website Deployments:
5.a)Pairwise Solutions LLC will send the code with the AI system already configured and embedded. This code will enable a website widget, chat widget, voice widget, embedded component, script, or similar mechanism for a website. The Customer shall be responsible for properly implementing and maintaining the required code or integration within its website unless otherwise agreed in writing.
5.b)Pairwise Solutions LLC shall not be responsible for failures caused by the Customer website modifications, incompatible software, content management system updates, third-party plugins, hosting restrictions, or changes made by the Customer or its vendors.
For Telephone Deployments:
6.a)Pairwise Solutions LLC will send the instructions to activate and/or forward the call to the AI system, which will be already configured to answer.
6.b)Pairwise Solutions LLC shall not be responsible for failures caused by the telephone system or the Customer telephone vendors.
7) Migration Between Deployment Models:Pairwise Solutions LLC reserves the right to recommend, modify, or migrate the deployment architecture or delivery of the AI solution when reasonably necessary for performance, security, scalability, maintenance, operational efficiency, or compliance purposes. Any material changes affecting the Customer's service or pricing shall be communicated in advance.
TELEPHONE SERVICES SET UP AND ADMINISTRATION
Telephone Number Provisioning
8.a)Where the Services include telephone-based AI functionality, Pairwise Solutions LLC may procure, provision, configure, and manage one or more telephone numbers through its telecommunications providers, including but not limited to Twilio or similar providers, for the purpose of delivering the AI solution.
8.b)The Customer agrees to provide accurate and complete business information, documentation, and any other information reasonably requested by Pairwise Solutions LLC or its telecommunications providers to facilitate the acquisition, registration, compliance, verification, or maintenance of such telephone numbers.
8.c)Any telephone number provisioned by Pairwise Solutions LLC as part of the Services shall remain subject to the policies, requirements, and ownership rules of the applicable telecommunications provider. Pairwise Solutions LLC is not liable for any breach on the rules by any end user of the Customer.
Subaccount Management
9.a)Telephone numbers and related telecommunications services may be provisioned within accounts, subaccounts, or similar administrative structures owned or controlled by Pairwise Solutions LLC. The Customer acknowledges that Pairwise Solutions LLC shall retain administrative control over such accounts and subaccounts.
9.b)Unless otherwise agreed in writing, the Customer shall not acquire ownership rights to any telecommunications account, subaccount, platform account, or related service established by Pairwise Solutions LLC for the operation of the AI solution.
Inbound Calling Services Only
10.a)Unless expressly agreed otherwise in writing, the telephone-based AI solution is intended solely for the receipt and handling of inbound calls directed to the provisioned telephone number or forwarded from the Customer's existing telephone system.
10.b)The Services do not include outbound calling campaigns, telemarketing activities, automatic dialing services, robocalling services, or other outbound telecommunications activities.
Telephone Number Ownership and Portability
11a)Unless otherwise required by law or expressly agreed in writing, Pairwise Solutions LLC reserves the right to reclaim, disconnect, reassign, release, or discontinue any provisioned telephone number upon termination of the Services.
11.b)Requests for number portability or transfer may be subject to provider approval, regulatory requirements, additional fees, and technical limitations.
Telecommunications Compliance
12.a)The Customer represents that all information provided for telephone number registration, verification, and compliance purposes is accurate, complete, and current.
12.b)The Customer shall be responsible for complying with all laws and regulations applicable to its business activities, while Pairwise Solutions LLC shall not be liable for service interruptions, suspensions, rejections, regulatory actions, or restrictions imposed by telecommunications providers due to inaccurate information supplied by the Customer or changes in applicable regulatory requirements.
TERMS AND PAYMENTS
Customer shall pay the following fees for the Services:
13.a)Implementation Fee: Customer agrees to pay a one-time, non-refundable Implementation Fee for the design, development, configuration, and deployment of the AI solution(s) described in this Agreement (the “Services”) and or in the quotation.
13.a.1)The Implementation Fee shall be determined based on the scope, complexity, required integrations, customization level, and overall technical requirements of the project. Unless otherwise stated in writing, the Implementation Fee shall be due as follows:
25% upfront prior to commencement of work; and
75% upon delivery, deployment, or completion of agreed milestones.
13.a.2)The Implementation Fee covers initial setup only and does not include ongoing maintenance, updates, or operational support beyond the scope explicitly defined in the project deliverables.
13.b)AI System Maintenance Subscription Fee (the “Subscription”): Following deployment, the Customer agrees to pay the Subscription as outlined in this service agreement and/or in the quotation, to ensure the continued operation, performance, technical maintenance and optimization of the AI solution.
13.b.1)The Subscription may include, but is not limited to, the following:
Hosting and infrastructure management for the AI solution.
Management of API usage, third-party services, and AI providers.
Performance monitoring and system health checks.
Continuous optimization and improvements to workflows and outputs.
Model adjustments, updates, and fine-tuning (where applicable.
Bug fixes, troubleshooting, and issue resolution.
Technical support and system assistance
13.b.2)The Subscription fee shall be paid in full and, in advanced of services.
13.b.3)Any services not expressly included in the Subscription, including but not limited to new feature development, additional integrations, major system redesigns, or expanded use cases, shall be considered out-of-scope and may be subject to additional fees upon mutual written agreement.
13.b.4)The AI System Maintenance Subscription will renew automatically for additional periods of the same duration as the initial term at the then-current fee, to continue using the services. You authorize the Provider to store your payment method(s) information and to automatically charge your payment method(s) for the amount of your Subscription with no further action required by you. The length of your Subscription will be provided when you make your purchase, and in your quotation. The Provider may change the prices charged for the Subscription at any time by posting updated prices on its website or by informing the Customer by email or any other form, provided, however that the prices for the Subscription will remain in force by the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Services will be charged at the then-current subscription price.
13.b.5)The AI System Maintenance Subscription can be cancelled at any time by contacting Pairwise Solutions LLC on its official channels, including by email at main@pairwisesolutions.com, or by phone at 832-900-4345. Cancellation shall become effective at the end of the then-current paid subscription period. No refunds, credits, or partial reimbursements shall be provided for any unused portion of a subscription term unless otherwise required by applicable law.
13.b.6) Billing Alignment and Proration: Unless otherwise stated in the applicable quotation, order form, or service agreement, all recurring Subscription charges shall be aligned to the first (1st) day of each calendar month. For subscriptions activated on a date other than the first day of a calendar month, Customer shall be charged a prorated amount covering the period from the activation date through the last day of that calendar month. Beginning on the first day of the following calendar month, Customer shall be charged the full recurring Subscription fee, and all subsequent renewals shall occur on the first day of each calendar month thereafter. The prorated amount shall be calculated by Pairwise Solutions LLC using a commercially reasonable methodology based on the number of days remaining in the applicable billing period.
13.b.7) Active Subscription Requirement: Certain AI solutions, hosted services, automations, telephone services, integrations, monitoring functions, maintenance services, or infrastructure components may require an active Subscription. Failure to maintain an active Subscription may result in the suspension, limitation, or termination of all or part of the Services.
14) No refunds, final sale: Except where required by applicable law, purchases including the Subscription are non-refundable.
15) The Provider reserves the right to modify, change, replace, increase, decrease, waive, or otherwise adjust any fees, charges, Subscription rates, or pricing structures related to the Services, except in those instances expressly governed or restricted by the provisions of this Agreement. Any applicable fee adjustments shall be communicated to the Customer with reasonable prior notice before taking effect.
16) Fair Usage Policy: Pairwise Solutions LLC continuously monitors the usage, performance, and operational requirements of its AI-powered services to ensure reliable and fair service delivery. The subscription fees associated with each service are based on reasonable and expected usage levels at the time of enrollment in the Subscription. In the event that the Provider determines that a Customer's usage significantly exceeds normal or anticipated levels, resulting in materially increased operational, hosting, infrastructure, communication, or third-party service costs, Pairwise Solutions LLC reserves the right to review such usage with the Customer and propose an adjustment to the applicable subscription fees. Any subscription fee adjustment shall be communicated to the Customer in advance and will not take effect without prior notice. Pairwise Solutions LLC will make reasonable efforts to discuss available options with the Customer before implementing any pricing changes. If the Customer does not agree to the proposed adjustment, either party may terminate the affected service in accordance with the termination provisions of this Agreement.
17) Third-Party Costs: Customer acknowledges that the AI solution may require the use of third-party services, including but not limited to API providers, cloud hosting platforms, and other software or infrastructure tools (“Third-Party Services”).
17.1)The Customer shall be solely responsible for procuring, maintaining, and paying for all Third-Party Services directly with the respective providers when the solution is custom and hosted on their infrastructure. Pairwise Solutions LLC shall not be responsible for purchasing, reselling, or invoicing such services on behalf of the Customer unless otherwise expressly agreed in writing. Pairwise Solutions LLC may assist with the configuration, integration, and management of such Third-Party Services as part of the Services; however, all accounts shall remain under the Customer ownership and control. The Customer further acknowledges that failure to maintain active Third-Party Services may result in partial or complete disruption of the AI solution, for which Pairwise Solutions LLC shall not be held liable.
PAYMENTS
18) Payments shall be made in American Dollars (USD) to: PAIRWISE SOLUTIONS LLC,
19) If any payment does not successfully process due to insufficient funds, expired payment methods, system errors, or other reasons beyond Pairwise Solutions LLC control, the Customer shall promptly take all necessary steps to remedy the failed payment. Pairwise Solutions LLC will be authorized to suspend any provision of the Services without prior warning in the event of late payment.
20) Pairwise Solutions LLC reserves the right, upon prior notice where commercially reasonable, to suspend, pause ongoing work or limit access to the Services if payment failures persist beyond 7 days.
21) Pairwise Solutions LLC shall not be responsible for failures, delays, or errors caused by third-party billing platforms, payment gateways, or financial institutions.
22) Invoices are payable within 15 working days. In the event of non-payment by the due date, Pairwise Solutions LLC reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due.
23) If a payment is still outstanding more than sixty (60) days after the due payment date, Pairwise Solutions LLC reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the Customer.
DATA PROTECTION AND SECURITY
24) Customer retains all rights, title, and interest in and to its data.
25) Customer acknowledges that customer data may be integrated on infrastructure, platforms or software services operated by Third-Party Services, subject to their respective security and compliance standards. Pairwise Solutions LLC does not have responsibility and is not liable for any breach on the Third-Party Services infrastructure. Pairwise Solutions LLC does not own such infrastructure, platforms or software services. The Customer also acknowledges that Third-Party Services are beyond the Provider control, but their operation may impact or be impacted by, the use and reliability of our Services, for this reason it may result in partial or complete disruption of the AI solution, for which Pairwise Solutions LLC shall not be held liable.
26) The Provider does not have an obligation to monitor Third-Party Services.
27) Pairwise Solutions LLC might use Third-Party Services for the AI solution which includes (but is not limited to): n8n, Zapier, make, Elevenlabs, Google, Anthropic, OpenAI, Twilio and others.
28) Pairwise Solutions LLC may utilize APIs, webhooks, native integrations, AI software, platforms, scripts, orchestration tools, and other modern technologies to connect, integrate, and manage data across multiple systems for the purpose of designing, deploying, and operating artificial intelligence solutions. These solutions may include, but are not limited to, AI agents, automated workflows, data pipelines, and intelligent decision-making systems that interact with the Customer’s software, databases, and third-party services.
29) Each party on this Agreement shall comply with applicable data protection and privacy laws, including but not limited to US and local data protection laws.
29.a) Intellectual Property. Except for Customer Data, Pairwise Solutions LLC retains all right, title, and interest in and to its proprietary methodologies, implementation frameworks, prompts, workflows, automations, scripts, templates, agent configurations, deployment architectures, know-how, documentation, and other intellectual property used or developed in connection with the Services.
Nothing in this Agreement shall be construed as transferring ownership of such intellectual property to Customer unless expressly agreed in writing by Pairwise Solutions LLC.
SERVICE AVAILABILITY
30) Customer acknowledges that availability of the Services depends on the performance and availability of the Third-Party Services infrastructure, platform or software services.
31) Pairwise Solutions LLC is not liable for interruptions, performance degradation, or downtime caused by failures or outages of the Third-Party Services infrastructure, platforms or software services, scheduled maintenance by the Third-Party Services provider, force majeure events, or factors outside the reasonable control.
32) Pairwise Solutions LLC shall use commercially reasonable efforts to coordinate with the Third-Party Services to restore infrastructure, platforms or software services in the event of an outage, so the Services in this Agreement continue running.
33) Unless explicitly stated in a separate Service Level Agreement (“SLA”), Pairwise Solutions LLC does not guarantee uninterrupted or error-free operation of the services.
34) The Customer explicitly waives its own standard terms and conditions, even if these were drawn up after these this Service Agreement. In order to be valid, any derogation must be expressly agreed to in advance in writing.
NO DECISION AUTHORITY AND AI OUTPUTS
35) Customer retains sole responsibility for all business decisions, actions, and omissions taken based on or in reliance upon the outputs of the AI solution (“Outputs). Pairwise Solutions LLC does not make business, operational, financial, legal, or strategic decisions on Customer’s behalf and shall not be responsible or liable for any outcomes resulting from Customer’s use of the Outputs.
36) Outputs generated by the AI solution are for informational purposes only and does not constitute professional advice in any field, including without limitation to medical, legal, accounting, financial, investment, or psychological advice. Pairwise Solutions LLC shall not be liable for the Outputs.
ASSIGNMENTS
37) You may not transfer this Agreement or any rights granted hereunder without the advance written consent of Pairwise Solutions LLC; provided, however, that such consent shall not be required if you assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of your assets, in which case such assignment shall become effective upon Pairwise Solutions LLC receipt of your written notice. Notwithstanding the foregoing, any assignment or transfer of this Agreement or your rights hereunder in connection with a merger, acquisition, or sale of all or substantially all of your assets in which the surviving entity is a direct competitor of Pairwise Solutions LLC shall in all cases require the prior written consent of Pairwise Solutions LLC. However, if such written notice is required but is not delivered to Pairwise Solutions LLC, any attempt to assign or otherwise transfer rights hereunder shall be void.
MISCELLANEOUS
38) Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the Customer to the tax authorities. Under no circumstances can Pairwise Solutions LLC become involved in costs related to a country's legislation. The amount of the invoice will therefore be due to Pairwise Solutions LLC in its entirety and does not include any costs relating to the legislation of the country in which the Customer is located.
39) Pairwise Solutions LLC undertakes to do its best to supply performant services in due time in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve specific results or specific metrics. Pairwise Solutions LLC cannot under any circumstances, be required by the Customer to appear as a third party in the context of any claim for damages filed against the Customer by an end consumer.
39.a) Limitation of Liability:To the maximum extent permitted by applicable law, Pairwise Solutions LLC shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business opportunities, loss of goodwill, loss of data, business interruption, loss of contracts, loss of customers, or costs associated with obtaining substitute services, arising out of or relating to the Services, this Agreement, or any artificial intelligence solution implemented by Pairwise Solutions LLC. Customer acknowledges that the Services provided by Pairwise Solutions LLC may depend, in whole or in part, on third-party providers, artificial intelligence platforms, telecommunications providers, cloud services, APIs, third-party software, and technology infrastructure that are outside the reasonable control of Pairwise Solutions LLC. Accordingly, Pairwise Solutions LLC shall not be liable for any damages, losses, interruptions, errors, delays, service unavailability, or outcomes resulting from such third-party providers or external platforms.
40) In order for it to be admissible, Pairwise Solutions LLC must be notified of any claim by means of a letter sent by recorded delivery to its registered office within 15 days of the delivery of the goods or the provision of the services.
41) This Agreement may be modified by Pairwise Solutions LLC from time to time. Material changes will be posted on the Company's website and/or communicated to Customer through email or other reasonable means. Continued use of the Services after the effective date of any revised Agreement shall constitute Customer's acceptance of the updated terms. The most current version of the Service Agreement may be found at Pairwise Solutions LLC's website located at www.pairwisesolutions.com under the "Service Agreement" or “Acuerdo de Servicios” section subject to the language version. In the event of any inconsistency between prior published versions and the most current published version, the most current version shall govern, except where otherwise prohibited by applicable law or expressly agreed in writing by the parties.
42) All our contractual relations will be governed exclusively by United States law in the State of Texas.