Master Services Agreement

This Master Services Agreement ("Agreement") is between Day 'n' Nite io, LLC, a Louisiana limited liability company ("Company"), and the individual or business completing checkout ("Client"). By checking the acceptance box and completing payment, Client agrees to all terms herein.

1. Services

1.1 Subscription Plans

Company provides an AI appointment-setting platform that qualifies leads, answers questions, and books jobs across Client's website, SMS, and social DMs. Multi-channel deployment (SMS, social DMs, inbound lead follow-up) requires Client to have a connected CRM (such as HighLevel, ServiceTitan, or Housecall Pro) or the Blooio add-on. Without one, the AI setter operates on Client's website and landing pages only.

*Multi-channel deployment (SMS, Messenger, Instagram DMs) requires Client's CRM to have those channels connected. Company's AI setter integrates through the channels already active in Client's CRM. If Client does not have a CRM with these channels, the Blooio add-on ($299/mo) enables SMS functionality. Social DMs require Client's own social accounts to be connected within their CRM.

1.2 Add-On Services

• Quote Page ($997 one-time): Custom-built conversion landing page. Build begins upon receipt of all required intake materials from Client.
• AI Media ($297 one-time): AI-generated visual content package. Requires Quote Page selection.
• Quote Page Care ($99/mo): Ongoing maintenance, copy updates, and minor design revisions to Client's Quote Page. Auto-renews monthly.
• Blooio ($299/mo): Dedicated iMessage/SMS channel. Recommended for clients without a CRM that includes built-in SMS. Subject to Blooio's own terms of service.

2. Payment

2.1 Subscription Billing

Monthly subscription fees are charged automatically via PayPal on the same date each month beginning on the Effective Date. One-time add-on fees are collected at checkout and are non-refundable once production has commenced. If payment fails, Company will notify Client and may suspend platform access after seven (7) days without resolution of the outstanding balance.

2.2 Per-Appointment Fees (Core and Pro Only)

Core and Pro Clients are billed a per-appointment fee for each appointment confirmed through the platform during the billing period. Enterprise Clients pay no per-appointment fees. Fees are invoiced separately via Company's billing system at the end of each calendar month.

Client's per-appointment rate is set at onboarding and confirmed in writing. Rate disputes must be raised within ten (10) business days of invoice receipt.

2.3 Price Changes

Subscription pricing may be adjusted with thirty (30) days' written notice. Per-appointment rates are fixed for the first twelve (12) months. Continued use after a rate change takes effect constitutes acceptance.

3. Client Obligations

3.1 Onboarding

Company will schedule an onboarding call within 24 hours of checkout. Client agrees to complete all required intake within five (5) business days of that call, including business details, service area, booking platform credentials, and any branding materials. Production timelines are contingent on timely intake completion.

3.2 Approvals

Client is responsible for reviewing and approving the following before launch, in order: (1) AI conversation flows, qualification criteria, and employee handoff logic; (2) Quote Page design drafts (if applicable); (3) AI Media content (if applicable). Client has five (5) business days to respond to each deliverable. Silence beyond that window constitutes approval and Company may proceed accordingly.

3.3 Accuracy and Compliance

Client is responsible for ensuring all business information, service descriptions, pricing, and availability provided to Company are accurate. Client is solely responsible for compliance with all applicable laws governing its business, communications, and use of the platform, including the TCPA for SMS communications.

4. Intellectual Property

Company retains all right, title, and interest in the platform, its underlying software, AI systems, conversation frameworks, and workflow configurations. Client retains ownership of all business content and branding materials provided to Company and grants Company a limited license to use them solely for performing services under this Agreement. Upon full payment, Company grants Client a non-exclusive license to use Quote Page and AI Media deliverables created specifically for Client. Deliverables may not be resold or sublicensed without Company's written consent. Company reserves the right to display Client's Quote Page in its portfolio.

5. Disclaimers and Limitation of Liability

COMPANY MAKES NO WARRANTY THAT THE PLATFORM WILL GENERATE ANY SPECIFIC NUMBER OF APPOINTMENTS, LEADS, OR REVENUE. RESULTS DEPEND ON FACTORS OUTSIDE COMPANY'S CONTROL INCLUDING CLIENT'S EXISTING TRAFFIC, MARKET CONDITIONS, AND BUSINESS OPERATIONS. THE PLATFORM IS PROVIDED "AS IS" WITH RESPECT TO PERFORMANCE OUTCOMES.

IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. COMPANY'S TOTAL LIABILITY ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

6. Term and Termination

This Agreement begins on the Effective Date and continues month-to-month. Either party may cancel with written notice no less than five (5) business days before the next billing date. Cancellation takes effect at the end of the current billing period; monthly fees for the current period are non-refundable. One-time fees for add-ons are non-refundable once production has commenced.

Company may suspend or terminate access immediately if: (a) payment is not received within seven (7) days of the due date; (b) Client breaches any material term and fails to cure within ten (10) business days of written notice; or (c) Client's use violates applicable law. Upon termination, all accrued per-appointment fees remain due. Sections 4, 5, and 7 survive termination.

7. General

Governing Law. This Agreement is governed by the laws of the State of Louisiana. Any dispute shall be brought exclusively in the state or federal courts of St. Tammany Parish or Orleans Parish, Louisiana.

Indemnification. Client agrees to indemnify and hold harmless Company and its members, officers, and employees from any claims, damages, or costs arising from Client's breach of this Agreement, violation of applicable law, or Client's business operations and communications.

Electronic Acceptance. Client's checkbox acceptance at checkout, combined with payment confirmation, constitutes a legally binding signature. The timestamp and IP address recorded at acceptance serve as the acceptance record.

Entire Agreement. This Agreement supersedes all prior understandings and may not be amended except in writing signed by both parties.

Severability. If any provision is found unenforceable, the remaining provisions continue in effect.

Assignment. Client may not assign this Agreement without Company's prior written consent.

Notices. Notices to Company: info@daynnite.io. Notices to Client: email address provided at checkout.

Force Majeure. Company is not liable for delays caused by circumstances beyond its reasonable control, including third-party platform outages.