Master Service Agreement

1 Parties

This Agreement is entered into between GhostOps, a Tennessee-based business, and the individual or entity ("Client") that has purchased or is accessing GhostOps services.

2 Scope of Services

GhostOps provides behind-the-scenes operational services including, but not limited to:

• Automation design, development, and management
• AI integration and implementation
• CRM configuration and optimization
• Workflow development and API integrations
• Operational consulting and technical implementation
• Ongoing managed services and system maintenance

The specific services provided to each Client are defined by the package or plan purchased at checkout. No individual Statement of Work is required. GhostOps reserves the right to modify or update its service offerings with reasonable notice to active Clients.

3 Client Authorization

Client grants GhostOps full authorization to access, configure, modify, and operate Client's connected software systems, APIs, databases, CRMs, workflows, and integrations as necessary to provide the services.

Client represents and warrants that it has full legal authority to grant such access and that doing so does not violate any agreement with any third party. Client agrees to indemnify GhostOps for any claim arising from a breach of this representation.

4 Intellectual Property

All automations, workflows, integrations, scripts, configurations, tools, systems, processes, and other work product created by GhostOps — whether or not created specifically for Client — remain the sole and exclusive intellectual property of GhostOps.

During the term of Client's active engagement, GhostOps grants Client a limited, non-exclusive, non-transferable, revocable license to use such work product solely for Client's internal business operations. This license terminates automatically upon termination of services.

Client retains full ownership of all Client business data, records, and content, even where such data passes through GhostOps systems. GhostOps claims no ownership interest in Client data and will not use it for any purpose other than providing services.

5 Data Handling & Confidentiality

GhostOps will handle Client data with reasonable care and in accordance with its Privacy Policy, which is incorporated herein by reference.

GhostOps retains no Client data beyond what is operationally necessary to deliver services. Upon termination, or upon written request, GhostOps will purge Client data and system logs within a commercially reasonable timeframe.

Both parties agree to maintain the confidentiality of any non-public, proprietary, or sensitive information disclosed in connection with this Agreement. This obligation survives termination of services.

6 Automation & AI Risks

Client acknowledges that the services involve automation and AI technologies, which inherently carry operational risks including:

• Workflow interruptions, synchronization failures, or duplicate records
• Data overwrite, delayed processing, or reporting discrepancies
• API failures or unexpected automation behavior
• AI-generated inaccuracies or outputs requiring human review

GhostOps does not guarantee uninterrupted or error-free service. Client is solely responsible for maintaining adequate backups and for applying human review and oversight to all AI-generated or automated outputs before relying on them for business decisions.

7 Client Responsibilities

Client agrees to:

• Maintain current backups of all critical business data and systems
• Provide GhostOps with timely access, credentials, and information necessary to perform services
• Review and validate all automated outputs and AI-generated content
• Maintain compliance with all applicable laws and regulations
• Promptly notify GhostOps of any system issues, security concerns, or access changes

8 Third-Party Platforms

Services may involve third-party platforms including but not limited to HubSpot, Make.com, Stripe, and Supabase. GhostOps is not responsible for outages, pricing changes, API modifications, security incidents, feature removals, or downtime attributable to third-party providers.

Client is responsible for maintaining valid accounts and subscriptions to all third-party platforms required for their services.

9 Fees, Billing & Cancellation

Client agrees to pay fees as specified at the time of purchase. Subscription services renew automatically on a recurring basis. Client may cancel at any time. Cancellation takes effect at the end of the current billing period. No partial refunds are issued for unused time within a billing period.

For example, a Client billed on the 1st who cancels on the 2nd retains access through the end of that billing month with no further charges.

All fees are non-refundable unless expressly stated otherwise. Failure to maintain timely payment may result in suspension or termination of services without further notice.

10 Indemnification

Client agrees to indemnify, defend, and hold harmless GhostOps and its officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Client's use of the services; (b) Client's breach of this Agreement; (c) Client's misrepresentation of authority to access any system or account; (d) Client's failure to maintain adequate backups; or (e) any decisions made based on automated or AI-generated outputs without appropriate human review and oversight.

11 Limitation of Liability

To the maximum extent permitted by applicable law, GhostOps shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.

GhostOps' total cumulative liability to Client for any and all claims arising from this Agreement shall not exceed the total fees paid by Client to GhostOps during the three (3) calendar months immediately preceding the event giving rise to the claim.

12 No Warranty

Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied. GhostOps does not warrant that services will be uninterrupted, secure, or error-free.

13 Term & Termination

This Agreement begins when Client first purchases or accesses GhostOps services and continues until terminated by either party. GhostOps may suspend or terminate services immediately for nonpayment, abuse, illegal activity, security risks, or material breach of this Agreement.

Upon termination, Client's license to use GhostOps work product terminates, and access to managed systems, dashboards, or deliverables may be revoked. Data purge requests will be honored per Section 5.

14 Dispute Resolution & Governing Law

This Agreement shall be governed by the laws of the State of Tennessee, without regard to its conflict of law provisions. Any dispute, claim, or controversy arising out of or relating to this Agreement or the services shall be resolved exclusively by binding arbitration in Knox County, Tennessee, conducted by a single arbitrator under the rules of the American Arbitration Association (AAA). Each party waives any right to a jury trial. Judgment on the award may be entered in any court of competent jurisdiction.

Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent imminent irreparable harm, without waiving the right to arbitration.

15 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16 Entire Agreement

This Agreement, together with the GhostOps Terms of Service, Privacy Policy, and checkout consent language agreed to at the time of purchase, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.

17 Acceptance

By purchasing services, submitting onboarding information, or using GhostOps services in any manner, Client acknowledges that it has read, understood, and agrees to be bound by this Master Service Agreement.