AI CHATBOT SERVICES AGREEMENT

Template for Agency-Client Engagements

This AI Chatbot Services Agreement ("Agreement") is entered into as of [DATE] by and between:

[AGENCY NAME] ("Agency"), a company organized under the laws of [STATE/JURISDICTION], with its principal place of business at [AGENCY ADDRESS],

and

[CLIENT NAME] ("Client"), with its principal place of business at [CLIENT ADDRESS].

1. Services

Agency agrees to provide Client with AI-powered chatbot services ("Services"), including but not limited to:

• Deployment and configuration of AI chatbot(s) on Client's website(s)
• Initial training and customization of chatbot responses
• Ongoing maintenance and updates to chatbot functionality
• Analytics and reporting on chatbot performance
• Technical support during business hours

2. Fees and Payment

2.1 Service Fees. Client agrees to pay Agency [AMOUNT] per [MONTH/YEAR] for the Services ("Service Fees").

2.2 Payment Terms. Payment is due [UPON RECEIPT / NET 15 / NET 30]. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

2.3 Additional Services. Any services requested beyond the scope of this Agreement shall be billed at [HOURLY RATE] per hour, subject to prior written approval by Client.

3. Client Responsibilities

Client agrees to:

• Provide accurate and complete information for chatbot training
• Grant necessary access to Client's website and systems
• Respond promptly to Agency requests for information or approvals
• Ensure compliance with applicable laws regarding chatbot interactions with end users
• Maintain appropriate privacy policies and disclosures on Client's website

4. Intellectual Property

4.1 Agency IP. Agency retains all rights to its proprietary technology, methodologies, and tools used to provide the Services.

4.2 Client Content. Client retains all rights to content, data, and materials provided to Agency for chatbot training and configuration.

4.3 Custom Work. Any custom chatbot configurations created specifically for Client shall be owned by [CLIENT / AGENCY / JOINTLY] upon full payment of all fees.

5. Data Privacy and Security

5.1 Data Processing. Agency shall process personal data only as necessary to provide the Services and in accordance with applicable data protection laws.

5.2 Security Measures. Agency maintains industry-standard security measures, including encryption in transit (TLS) and at rest.

5.3 Data Retention. Conversation data shall be retained for [30/60/90] days unless otherwise specified. Client may request deletion of data at any time.

5.4 Sub-processors. Agency may use third-party sub-processors (including cloud infrastructure providers) to deliver the Services. A current list of sub-processors is available upon request.

6. AI Disclaimers

6.1 AI-Generated Content. The chatbot uses artificial intelligence to generate responses. While designed to be helpful and accurate, AI outputs may occasionally contain errors or inaccuracies.

6.2 Not Professional Advice. Chatbot responses do not constitute legal, medical, financial, or other professional advice. Client is responsible for ensuring appropriate disclaimers are displayed to end users.

6.3 Human Review. Agency recommends that Client review chatbot interactions periodically and has processes for human escalation when needed.

7. Limitation of Liability

7.1 Cap on Liability. AGENCY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.2 Exclusion of Damages. IN NO EVENT SHALL AGENCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL.

7.3 Exceptions. The limitations in this Section 7 shall not apply to breaches of confidentiality obligations, gross negligence, or willful misconduct.

8. Indemnification

8.1 By Client. Client shall indemnify and hold harmless Agency from any claims arising from: (a) Client's content or training data; (b) Client's use of the Services in violation of applicable laws; or (c) Client's failure to provide required disclosures to end users.

8.2 By Agency. Agency shall indemnify and hold harmless Client from any claims arising from Agency's gross negligence or willful misconduct in providing the Services.

9. Term and Termination

9.1 Term. This Agreement shall commence on the date first written above and continue for an initial term of [12 MONTHS], automatically renewing for successive [12-MONTH / MONTH-TO-MONTH] periods unless either party provides [30/60] days' written notice of non-renewal.

9.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

9.3 Effect of Termination. Upon termination: (a) Client's access to the Services shall cease; (b) Agency shall provide Client with any data export within 30 days upon request; (c) Client shall pay all outstanding fees.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of law principles. Any disputes shall be resolved in the courts located in [COUNTY, STATE].

11. General Provisions

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.

11.2 Amendments. This Agreement may only be amended in writing signed by both parties.

11.3 Notices. All notices shall be in writing and sent to the addresses set forth above or to such other address as a party may designate in writing.

11.4 Severability. If any provision is held invalid, the remaining provisions shall continue in full force and effect.