MASTER SERVICE AGREEMENT (TEMPLATE ONLY)

This page provides a generic Master Service Agreement (MSA) template used by Keystone AI Studio for reference and transparency.

This template is NOT a contract.

For any client, only a separately signed and executed Master Service Agreement (MSA) and Statement of Work (SOW) are legally binding. In the event of any conflict between this template and a signed MSA/SOW, the signed version controls.

MASTER SERVICE AGREEMENT (PUBLIC TEMPLATE)
For informational and reference purposes only
Last Updated: November 2025

1. Introduction

This Master Service Agreement (“MSA”) outlines the general terms and conditions under which Keystone AI Studio provides automation, AI, and digital services to business clients.

This public MSA template is provided for transparency and reference.
If Keystone AI Studio and a client sign a customized MSA or SOW, that signed version overrides this template.

2. Scope of Services

Keystone AI Studio may provide services including, but not limited to:

  • SMS automation systems

  • AI phone receptionist/voice agents

  • Scheduling portals and workforce automations

  • Workflow automation (n8n, Zapier, API integrations)

  • Cloud-hosted web portals

  • Custom software development

  • AI and natural language processing services

Specific deliverables, timelines, and pricing will be defined in individual Statements of Work (SOWs).

3. Fees & Payments

  • Fees will be defined in the applicable SOW.

  • Setup fees are typically due before work begins.

  • Monthly recurring fees are due on the 1st of each month unless stated otherwise.

  • Late payments may result in suspension of services.

  • All fees paid are non-refundable unless otherwise stated.

4. Term & Termination

  • This MSA remains in effect until terminated in writing.

  • Either party may terminate with 30 days’ written notice.

  • Termination of this MSA terminates all active SOWs.

  • Upon termination, Client must pay all outstanding fees.

5. Limitation of Liability

Keystone AI Studio’s aggregate liability under this MSA and all SOWs is limited to the fees paid in the last 12 months.

Keystone AI Studio is not liable for:

  • Lost profits

  • Loss of business

  • Downtime

  • Delayed SMS messages

  • Third-party service failures

  • AI inaccuracies or “hallucinations”

6. No HIPAA / No PHI

Keystone AI Studio is not a HIPAA Business Associate.
Clients must not transmit or store Protected Health Information (PHI) using Keystone AI Studio’s services.

7. Third-Party Dependencies

Services rely on third parties such as Twilio, Vapi, OpenAI, or other carriers/providers.
Keystone AI Studio is not responsible for:

  • Carrier filtering

  • Undelivered SMS messages

  • Outages

  • Internet or platform instability

  • API changes by third-party vendors

8. Data Retention

  • Data export is available upon request.

  • Data is retained for 90 days after termination unless otherwise stated.

  • Services are not intended for long-term archival or compliance storage.

9. Intellectual Property

All software, scripts, automations, workflows, and configurations created by Keystone AI Studio remain the intellectual property of Keystone AI Studio unless explicitly assigned in an SOW.

Clients receive a license to use the deliverables while actively paying for the service.

10. Governing Law

This MSA is governed by the laws of the Commonwealth of Virginia.

11. Conflict Control

If a client signs a customized MSA or SOW:

The signed version supersedes this public template.