Client Services Agreement

DC AI Solutions L.L.C. · Version v1 · You accept this agreement inside the onboarding form.
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Read it all, but three sections decide most questions: §2 Services (what we build and that nothing sends without your approval), §3 Client Obligations (the 30-minute approval habit and the 7-day setup), and §6–7 Guarantees (what triggers a refund and what voids it).

CLIENT SERVICES AGREEMENT

This Client Services Agreement (this "Agreement") is entered into as of ________________ (the "Effective Date") between:

DC AI Solutions L.L.C., an Arizona limited liability company, 4626 N 16th St, Apt 1113, Phoenix, AZ 85016 ("DC AI," "we," "us"); and

[CLIENT LEGAL ENTITY NAME], a [STATE] [ENTITY TYPE], [CLIENT ADDRESS] ("Client," "you").

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1 · Definitions

"Agent Team" or "Team" — the configured system DC AI builds and operates for Client under §2, comprising the Modules identified in Schedule A.

"Approval" — Client's affirmative act, through the interface DC AI provides, authorizing a Draft to be transmitted to a Lead.

"Baseline" — Client's average monthly Submitted Annualized Premium over the ninety (90) calendar days immediately preceding the First Contact Date, computed from the reports described in §7.4.

"Business Hours" — the hours and days Client designates in Schedule A, which Client may change on five (5) business days' written notice.

"Draft" — an outbound message prepared by the Team and queued for Client's Approval. A Draft is not a communication to any Lead unless and until Approved by Client.

"First Contact Date" — the calendar day on which the first Approved Draft is transmitted to a Lead.

"Go-Live" — the date the Team is configured, connected to Client's lead sources, and capable of producing Drafts for Approval.

"Lead" — a prospective customer record supplied to or captured by the Team from Client's lead sources.

"Lead Data" — personal information contained in Lead records, including names, contact details, and any information concerning a Lead's insurance interests or circumstances.

"Measurement Period" — the thirty (30) consecutive calendar days beginning on the First Contact Date.

"Modules" — the service components listed in Schedule A.

"Submitted Annualized Premium" — total annualized premium on applications submitted agency-wide by Client and Client's producers, as reported by Client's IMO, carrier, or agency management system, measured at the compensation rates in effect on the First Contact Date.

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2 · Services

2.1 Build. DC AI will configure and deploy the Team for Client, comprising the Modules in Schedule A.

2.2 Operation. Following Go-Live, DC AI will operate, supervise, and tune the Team, and will deliver the reports described in §2.5 and §7.5, for so long as the Retainer under §5.2 is current.

2.3 Delivery destination. Approved messages and Lead records are delivered into the system Client identifies at intake — Client's existing CRM or agency management system if Client uses one, or Client's designated email inbox if Client does not.

2.4 Human approval gate. The Team prepares Drafts. The Team does not transmit any communication to any Lead without Client's Approval. DC AI will not enable autonomous outbound transmission, and Client acknowledges DC AI has made no representation that the Team contacts Leads autonomously.

2.5 Reporting. DC AI will provide Client a weekly report including the approval-latency metrics specified in §7.5 and, where the Ad-Lead Intake & Attribution Module is in scope, campaign-level attribution.

2.6 Out of scope. Anything not listed in Schedule A, including: appointment setting by a human, licensed insurance advice or recommendations, drafting or review of policy documents, recruiting, and management of Client's advertising accounts.

2.7 Managed advertising. Management of Client's advertising accounts is not included in this Agreement. If the parties agree DC AI will manage or place spend within Client's ad accounts, that engagement requires a separate written scope and fee signed by both parties.

2.8 Modification. DC AI may improve, refactor, or substitute the technical means by which the Modules operate, provided the functions described in Schedule A continue to be delivered.

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3 · Client Obligations

Client shall:

3.1 Approve or reject Drafts within thirty (30) minutes during Business Hours.

3.2 Complete account setup, access provisioning, and intake within seven (7) days of kickoff.

3.3 Provide and maintain accurate access to its lead sources, ad accounts (read access sufficient for attribution), and delivery destination.

3.4 Maintain lead volume at or above its trailing ninety (90) day average during the Measurement Period.

3.5 Fund and maintain not less than $3,000 per month in Meta advertising spend, uninterrupted through the Measurement Period, concentrated in the campaign structure DC AI specifies and not fragmented across additional ad sets against DC AI's written advice.

3.6 Not reduce producer headcount during the Measurement Period.

3.7 Pay all amounts owed to advertising platforms, lead vendors, carriers, CRM providers, and other third parties directly to those parties. Such amounts are never payable to DC AI and are never refundable by DC AI under §7.

3.8 Ensure that every person granted Approval authority is appropriately licensed and authorized to send the communications they Approve.

3.9 Review each Draft before Approving it, and be solely responsible for the content of every Approved message.

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4 · Term and Termination

4.1 Term. This Agreement begins on the Effective Date and continues month-to-month until terminated.

4.2 Termination for convenience. Either party may terminate on thirty (30) days' written notice. The Retainer is not prorated for a partial month; Services continue through the paid period.

4.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches and fails to cure within ten (10) days of notice describing the breach.

4.4 Termination for non-payment. DC AI may suspend the Team on five (5) days' written notice of non-payment and may terminate if payment is not received within fifteen (15) days of the due date. Suspension does not extend the Measurement Period.

4.5 Effect. On termination: Client's licenses under §11.2 end; DC AI will, on Client's written request made within thirty (30) days, export Client Data in a commercially reasonable format; and DC AI will delete or return Lead Data in accordance with §10.5. Sections 7 (as to claims already accrued), 9, 10, 11, 12, 13, 14, and 21 survive.

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5 · Fees and Payment

5.1 Build Fee — $5,000, payable:

5.2 Retainer — $997 per month, month-to-month, first payment due on the First Contact Date and monthly thereafter on the same day of each month.

5.3 Ad and third-party spend. Excluded, and paid by Client directly per §3.7.

5.4 Taxes. Fees are exclusive of applicable taxes. If Arizona transaction privilege tax or any other tax applies to the Services, it will be added to invoices and is Client's responsibility, excluding taxes on DC AI's net income.

5.5 Late payment. Amounts more than ten (10) days overdue accrue interest at 1.5% per month or the maximum rate permitted by Arizona law, whichever is less.

5.6 No offset. Client may not withhold or offset fees on account of a disputed guarantee claim. Guarantee claims are resolved exclusively under §7.

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6 · Delivery Guarantee

6.1 If Go-Live does not occur within fourteen (14) days of the later of (a) the Effective Date and (b) Client's completion of its §3.2 obligations, Client may terminate and DC AI will refund the Build Fee paid to date.

6.2 The fourteen-day period is extended day-for-day by any delay attributable to Client's failure to provide access, information, or Approvals, or to any third-party platform outage outside DC AI's control.

6.3 The refund in §6.1 is Client's sole and exclusive remedy for failure to meet the Go-Live date.

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7 · Results Guarantee

7.1 The guarantee. If Client's Submitted Annualized Premium during the Measurement Period is not at least twenty percent (20%) greater than the Baseline, then subject to §7.3 and §7.4, DC AI will refund the Build Fee and all Retainer amounts Client has paid — every dollar Client has paid DC AI — and billing will stop immediately, with no further Retainer owed.

7.2 What is not refunded. Amounts Client paid to any third party, including advertising spend, lead purchases, carrier fees, and CRM or software fees. Those are never refundable by DC AI.

7.3 Conditions. The guarantee in §7.1 is void if, during the Measurement Period, Client:

7.4 Documentation and claim procedure. To claim under §7.1, Client must, within fifteen (15) days after the end of the Measurement Period, deliver written notice together with IMO, carrier, or agency-management-system reports sufficient to establish both the Baseline and Measurement Period Submitted Annualized Premium. A claim not made with that documentation within that window is waived.

7.5 Approval latency log. DC AI will log, for each Draft, the times of: Lead creation, Draft ready, Approval, and transmission. DC AI will report median and 90th-percentile Approval latency to Client weekly. The parties agree this log is the controlling record of Client's compliance with §3.1 and §7.3(a).

7.6 Sole and exclusive remedy. The refund in §7.1 is Client's sole and exclusive remedy for any failure of the Services to produce any particular result, level of business, revenue, or return. Client waives all other claims arising from the non-achievement of results.

7.7 One claim. The guarantee applies once, to the first Measurement Period, and does not renew.

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8 · No Other Warranties; AI Disclosures

8.1 AI-generated output. Client acknowledges the Team uses artificial intelligence, including large language models, to generate Drafts and content; that such output may be inaccurate, incomplete, or unsuitable notwithstanding DC AI's efforts; and that Client's review and Approval under §3.9 is the control on which both parties rely.

8.2 No professional advice. DC AI is a technology services provider. DC AI is not an insurance producer, agency, broker, or licensed adviser, does not provide insurance, legal, tax, or financial advice, and does not recommend or evaluate insurance products.

8.3 Third-party platforms. DC AI does not warrant the availability, pricing, policies, or performance of any third-party platform, and is not liable for changes to them.

8.4 Disclaimer. Except as expressly stated in §6 and §7, the Services are provided "as is" and DC AI disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

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9 · Compliance and Allocation of Responsibility

9.1 Client is the sender. For every Approved message, Client is the sender and the party legally responsible for the communication, including its content, its recipient, its timing, and its compliance with applicable law.

9.2 Client's compliance representations. Client represents and warrants that: it and its producers hold all licenses and appointments required for their activities; it has a lawful basis to contact each Lead supplied to the Team, including any consent required under the Telephone Consumer Protection Act, applicable state telemarketing and mini-TCPA statutes, CAN-SPAM, and do-not-call rules; that Leads have not been obtained in violation of any law or third-party terms; and that its Approval process complies with any carrier, IMO, or regulatory supervision requirement applicable to it.

9.3 No autonomous contact. Client acknowledges that DC AI's system requires Client's Approval before any transmission, and that Client has not been told and must not represent otherwise. Client shall not attempt to circumvent, automate, bulk-approve without review, or disable the Approval gate.

9.4 Client indemnity. Client shall defend, indemnify, and hold harmless DC AI from and against any claim, proceeding, penalty, loss, or expense, including reasonable attorneys' fees, arising out of: (a) any Approved message; (b) Client's breach of §9.2; (c) Client's lack of consent or lawful basis to contact any Lead; (d) Client's use of the Services in violation of law; or (e) Client's insurance sales activity.

9.5 DC AI indemnity. DC AI shall defend, indemnify, and hold harmless Client from and against any third-party claim that the Team, as provided by DC AI and used in accordance with this Agreement, infringes that third party's United States intellectual property rights, excluding claims arising from Client Data, Client's instructions, or Client's modifications.

9.6 Indemnity procedure. The indemnified party shall promptly notify the indemnifying party, tender sole control of the defense, and provide reasonable cooperation at the indemnifying party's expense. Neither party may settle a claim imposing a non-monetary obligation on the other without consent.

9.7 Survival and cap. The indemnities in §9.4 and §9.5 survive termination and are not subject to the cap in §12.1.

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10 · Data Protection and Confidentiality

10.1 Client Data. "Client Data" means Lead Data and other data Client provides or that the Team generates from it. Client Data is Client's. DC AI processes it only to provide the Services and on Client's instructions.

10.2 No sale or repurposing. DC AI will not sell Client Data, will not disclose it except to subprocessors under §10.4 or as legally compelled, and will not use it to train any general-purpose model. DC AI may use aggregated, de-identified operational metrics that do not identify Client or any Lead to improve the Services.

10.3 Safeguards. DC AI will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of Lead Data, including access controls, credential hygiene, and encryption of Lead Data in transit.

10.4 Subprocessors. DC AI may use third-party infrastructure and AI providers to deliver the Services and remains responsible for their performance of §10.2 and §10.3. Client's execution of this Agreement is its authorization to do so.

10.5 Return and deletion. Within thirty (30) days after termination, and at Client's written request, DC AI will export Client Data to Client and delete it from DC AI's active systems, except copies retained in routine backups until they expire and records DC AI must keep by law.

10.6 Incident notice. DC AI will notify Client without undue delay, and in any event within seventy-two (72) hours, of any confirmed unauthorized access to or acquisition of Lead Data in DC AI's possession, and will provide the information reasonably available to Client for its own notification obligations. Determining and making any legally required notification to Leads or regulators is Client's responsibility as the party with the relationship to the Lead.

10.7 Confidentiality. Each party will protect the other's non-public business information with at least reasonable care, use it only for this engagement, and not disclose it, for three (3) years after termination — indefinitely as to Lead Data and DC AI's technical materials. Excluded: information that is public, independently known, independently developed, or lawfully received from a third party. Compelled disclosure is permitted with prompt notice where lawful.

10.8 Client's own compliance. Client remains the controller of Lead Data as to Leads and is responsible for its own privacy notices, consents, and preference and do-not-call recordkeeping.

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11 · Intellectual Property

11.1 DC AI IP. DC AI exclusively owns the Team and all software, prompts, model configurations, agent architectures, workflows, templates, scoring logic, playbooks, know-how, and tooling used to provide the Services, together with all improvements, whether or not developed or refined during this engagement. Nothing in this Agreement transfers any of it.

11.2 Client license. DC AI grants Client a non-exclusive, non-transferable, revocable license to use the Team and its outputs for Client's internal business purposes during the Term.

11.3 Client materials. Client owns Client Data and its own brand, marks, and content, and grants DC AI a limited license to use them solely to provide the Services during the Term.

11.4 Approved output. As between the parties, Client owns the content of Approved messages and content the Team publishes to Client's channels, subject to §11.1 as to the underlying system.

11.5 Feedback. DC AI may use Client's suggestions about the Services without obligation.

11.6 Publicity. Neither party will use the other's name, marks, or logo publicly, or describe this engagement in marketing, without the other's prior written consent.

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12 · Limitation of Liability

12.1 Cap. Except as provided in §12.3, each party's total aggregate liability arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amounts Client has paid DC AI under this Agreement.

12.2 Exclusion of indirect damages. Except as provided in §12.3, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost commissions, lost business opportunity, or loss of data, even if advised of the possibility.

12.3 Exceptions. Sections 12.1 and 12.2 do not apply to: (a) Client's payment obligations; (b) the indemnity obligations in §9.4 and §9.5; (c) breach of §10.7 (confidentiality); or (d) a party's fraud, willful misconduct, or gross negligence.

12.4 Basis of the bargain. The parties acknowledge these limitations are an essential basis of the bargain and that the fees reflect them.

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13 · Non-Solicitation of Personnel

During the Term and for twelve (12) months after, neither party will knowingly solicit for employment any individual who performed services under this Agreement for the other. General advertising not targeted at such individuals is permitted.

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14 · Independent Contractor

DC AI is an independent contractor. Nothing creates a partnership, joint venture, employment, agency, or fiduciary relationship. Neither party may bind the other. DC AI is responsible for its own taxes, insurance, and personnel. DC AI is not Client's agent for any regulatory purpose and does not act under Client's insurance licenses.

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15 · Insurance

Each party will maintain insurance appropriate to its business and operations. On request, DC AI will provide a certificate of the coverage it then maintains.

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16 · Force Majeure

Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including acts of God, war, civil unrest, labor disputes, governmental action, internet or utility failure, and third-party platform outage or policy change. Such events extend the §6.1 period and toll the Measurement Period day-for-day.

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17 · Dispute Resolution

17.1 Good-faith conference. Before filing any action, the parties will confer by videoconference or telephone within fifteen (15) days of written notice of a dispute.

17.2 Arbitration. Any dispute not resolved under §17.1 shall be finally resolved by binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Maricopa County, Arizona, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Carve-outs. Either party may seek injunctive relief in court to protect intellectual property or confidential information, and either party may bring a claim within the jurisdictional limit of small claims court in that forum.

17.4 No class proceedings. Disputes will be resolved individually. Neither party may participate in a class, collective, or representative proceeding.

17.5 Fees. Each party bears its own attorneys' fees, and the parties split the arbitrator's fees equally, except that the arbitrator may award fees and costs to the prevailing party.

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18 · Notices

Notices must be in writing to the addresses in the preamble, or to the email addresses in Schedule A, and are effective on delivery if by hand or courier, on confirmed transmission if by email, or three (3) business days after deposit if by certified mail. Notices of termination, breach, and guarantee claims must also be sent by email to [DC AI NOTICE EMAIL].

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19 · Assignment

Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets. DC AI may use qualified subcontractors and remains responsible for their performance.

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20 · Representations

Each party represents that it is duly organized and in good standing, that it has authority to enter this Agreement, that the signatory is authorized to bind it, and that this Agreement is enforceable against it.

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21 · General

21.1 Governing law. Arizona, excluding its conflict-of-laws rules.

21.2 Entire agreement. This Agreement and its Schedules are the entire agreement and supersede all prior proposals, marketing materials, and discussions.

21.3 Order of precedence. This Agreement controls over any Schedule; a Schedule controls over any Client purchase order or portal terms, which have no effect regardless of acknowledgment.

21.4 Amendment. Only by a writing signed by both parties.

21.5 Waiver; severability. No failure to enforce is a waiver. If a provision is unenforceable, it is reformed to the minimum extent necessary and the remainder continues — provided that if §12.1 or §7.6 is held unenforceable, DC AI may terminate on written notice.

21.6 Interpretation. Headings are for convenience only. "Including" means "including without limitation."

21.7 Counterparts; electronic signature. May be executed in counterparts and by electronic signature, each with the same effect as an original.

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22 · Schedule A — Scope, Modules, and Commercial Terms

Client legal name: ______________________________________

Client notice email: ______________________________________

DC AI notice email: ______________________________________

Business Hours (§1): ______________________________________

Delivery destination (§2.3): ______________________________________

Lead sources connected: ______________________________________

Approval authority — named individuals (§3.8): ______________________________________

Modules in scope

Commercial terms

| Item | Amount | |---|---| | Build Fee | $5,000 — $2,500 on execution, $2,500 on First Contact Date | | Retainer | $997/month, month-to-month | | Ad spend | Paid by Client directly; minimum $3,000/mo per §3.5 | | Delivery guarantee | Go-Live within 14 days per §6 | | Results guarantee | 20% lift in Submitted Annualized Premium over Baseline, per §7 |

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22F · Founding 10 Addendum

This addendum applies only where Client purchased the Founding 10 package. Where it conflicts with any other part of this Agreement, this addendum controls.

F.1 Fee. A one-time Build Fee of $1,000, paid in full at checkout. This replaces §5.1 and §5.2. No Retainer is owed.

F.2 Scope. The Speed-to-Lead Module, one Meta lead campaign configured inside Client's own ad account, and thirty (30) days of tuning after Go-Live.

F.3 After thirty days. Client may continue at $497 per month, month-to-month, by written election, at the founding rate described in §22T (T.11). Without that election, the Services end on day thirty (30) after Go-Live.

F.4 Ad spend. Paid by Client directly under §3.7. The §3.5 minimum does not apply; DC AI recommends at least $20 per day.

F.5 Delivery guarantee. §6 applies. The refund amount is the $1,000 Build Fee.

F.6 Results guarantee. §7 does not apply to the Founding 10 package.

F.7 Scorecard. Client permits DC AI to measure lead response time and booked calls during the thirty days, and to publish an anonymized 30-day scorecard only after Client approves its final text in writing.

F.8 Availability. Limited to ten (10) clients. The offer closes at 11:59 p.m. Arizona time on October 31, 2026.

F.9 Story Release. §22T applies: two short recorded conversations, honest in any direction, public only after Client approves.

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22T · Founding 10 Story Release

In plain English: you agree to two short recorded conversations, one at the start and one after 30 days. Say whatever is true, good or bad. Nothing about your fee, refund or service depends on what you say. Nothing goes public until you approve the final cut, every use says you're a founding client with a discounted build, and you can pull it later.

T.1 What Client agrees to. As part of the Founding 10 package, Client agrees to take part in two recorded conversations with DC AI (the "Recordings"), each about fifteen (15) minutes, on video call or in person:

DC AI schedules them. Client may reschedule each one up to two (2) times.

T.2 Honest, any outcome. Client will describe its own experience truthfully and in its own words.

T.3 Results shown. Any number about Client's results that appears with a Recording (response time, booked calls, leads, revenue) must come from the 30-day scorecard under F.7 or from records Client provides, exactly as Client approves it under T.5.

T.4 Disclosure. Every public use of a Recording will clearly and conspicuously disclose that Client is a Founding 10 client who received a discounted build. For example: "Founding client · discounted build."

T.5 Client approves before anything goes public. DC AI will send Client every edited video, clip, quote, and caption drawn from a Recording before its first public use.

T.6 License. For Approved Materials, Client grants DC AI a non-exclusive, worldwide, royalty-free license to use, reproduce, publish, and distribute them for three (3) years from each item's approval. The license covers:

DC AI may change format (aspect ratio, length trims at natural sentence breaks, caption styling, platform crops) without new approval, as long as the meaning does not change. A new clip, quote, or caption needs approval under T.5.

T.7 Withdrawal. Client may withdraw approval for future use at any time by written notice. Within ten (10) business days, DC AI will:

DC AI is not required to recall copies third parties already shared, printed materials already distributed, or emails already sent.

T.8 Never shown. DC AI will not show or say any of the following unless they are blurred, or Client asks in writing:

T.9 Client's own rules. Client confirms three things:

T.10 Ownership and Client's use.

T.11 Founding renewal rate. The $497 per month rate in F.3 is the founding rate for Clients who complete both Recordings.

T.12 Other people on camera. Anyone other than the signatory who appears in a Recording (staff, partners, customers) must sign the Appearance Release in Schedule T-1 first.

T.13 Relation to §11.6 and survival.

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23 · Execution

The parties have executed this Agreement as of the Effective Date.

<br>

DC AI SOLUTIONS L.L.C.

By: ______________________________________

Name: Drew Cameron

Title: Sole Member

Date: ____________________

<br>

[CLIENT LEGAL ENTITY NAME]

By: ______________________________________

Name: ______________________________________

Title: ______________________________________

Date: ____________________

Questions before you accept? [email protected]. Accepting happens on the onboarding form, where you type your name.