AMPRA CLIENT SERVICES AGREEMENT
This Client Services Agreement, including the attached Regulated Data Addendum, is entered into by and between Ampra AI ("Ampra") and the client identified in the applicable proposal, statement of work, checkout page, invoice, or signed service confirmation ("Client").
This Agreement is effective as of the date Client signs, accepts, pays for, or begins receiving services from Ampra.
1. Services
Ampra provides AI consulting, automation strategy, workflow design, implementation support, marketing funnel automation, lead management support, CRM optimization, AI-assisted process improvement, digital outreach optimization, and related advisory or technical services.
Specific services, fees, timelines, deliverables, and session packages may be described in a proposal, statement of work, order form, checkout page, invoice, or other written confirmation between the parties.
Unless otherwise expressly stated in writing, any proposal, statement of work, or order form supplements this Agreement but does not replace it. If there is a conflict between documents, the Order of Precedence set forth in this Agreement shall apply.
2. Engagement Model
Ampra's services may be delivered through scheduled strategy sessions, working sessions, implementation work, asynchronous preparation, documentation, workflow mapping, automation setup, client enablement, and support inside Client-approved tools or environments.
Unless otherwise agreed in writing, scheduled sessions occur at the agreed date and time. If Client does not attend a scheduled session, Ampra may still use the scheduled time to perform work for Client, including preparation, workflow review, documentation, automation work, or follow-up support.
Ampra will use commercially reasonable efforts to perform the services in a professional and workmanlike manner consistent with generally accepted industry practices. Client acknowledges that the nature, timing, and sequencing of implementation work may evolve throughout the engagement as priorities, technologies, and business needs change.
3. Client Responsibilities
Client is responsible for:
Providing timely access to required systems, documents, tools, accounts, personnel, data, and decision-makers.
Ensuring that Client has the legal right to provide Ampra with any data, credentials, documents, or system access.
Reviewing and approving workflows, automations, AI outputs, system configurations, and implementation decisions before production use.
Determining whether any recommendation, workflow, automation, communication, or AI-assisted process is appropriate for Client's business, legal, compliance, security, medical, financial, or operational requirements.
Maintaining Client's own software subscriptions, security settings, access controls, user permissions, and internal compliance obligations.
Client is solely responsible for maintaining appropriate backups of its data, systems, and configurations before implementing workflow changes, automations, or software integrations.
Client remains responsible for all business decisions made using recommendations, automations, reports, analyses, or AI-assisted outputs produced during the engagement.
4. Client Systems and Approved Tools
Where practical, Ampra will perform services inside Client-owned or Client-controlled systems, platforms, and accounts.
Client acknowledges that Ampra's services may involve third-party software, including AI tools, automation platforms, CRMs, communication tools, analytics tools, website tools, form tools, cloud services, and other digital systems.
Ampra does not control third-party platforms and is not responsible for their downtime, pricing changes, security incidents, data practices, model behavior, or terms of service.
Client is responsible for approving the use of any third-party tool in connection with Client's business and data.
Client acknowledges that third-party providers may modify, suspend, discontinue, or materially change their products, APIs, pricing, functionality, licensing, security features, or terms of service at any time. Ampra shall not be responsible for delays, rework, reduced functionality, or additional implementation effort resulting from such third-party changes.
Where practical, Ampra will notify Client of significant third-party platform changes that materially affect the services or Client's workflows.
5. AI Tool Usage
Ampra may use AI systems to support research, drafting, workflow analysis, automation planning, documentation, summarization, code assistance, and other service-related activities.
Ampra will use reasonable care when handling Client Data in AI systems and will not knowingly submit regulated or highly sensitive Client Data into AI tools unless Client has approved the tool and the intended use.
Client acknowledges that AI-generated outputs may be inaccurate, incomplete, biased, non-compliant, or unsuitable for production use without human review. Client is responsible for reviewing and approving AI-assisted outputs before relying on them.
Unless expressly agreed in writing, Ampra will not use Client Confidential Information, Protected Health Information, or Personal Information to train Ampra-owned AI models or to develop datasets for unrelated commercial purposes.
Client acknowledges that artificial intelligence technologies are rapidly evolving and that outputs generated by third-party AI systems may vary over time, even when provided with substantially similar inputs. Ampra does not warrant that AI-generated outputs will remain consistent across model updates or over the duration of the engagement.
Unless otherwise agreed in writing, Ampra's use of AI tools is intended to assist qualified human professionals rather than replace human judgment. All recommendations, workflows, code, automations, documentation, and deliverables remain subject to appropriate human review before implementation or production use.
Where Client specifically directs Ampra to use a particular AI platform, model, or service, Client accepts responsibility for approving that platform's suitability for Client's legal, regulatory, privacy, security, and operational requirements.
6. Confidentiality
Each party may receive confidential, proprietary, technical, business, operational, financial, marketing, customer, patient, or strategic information from the other party.
Each party agrees to use reasonable care to protect the other party's confidential information and to use such information only for purposes of performing or receiving services under this Agreement.
Confidential information does not include information that is publicly available, independently developed without use of the other party's confidential information, rightfully received from a third party without confidentiality obligations, or required to be disclosed by law.
Confidential Information includes, without limitation, business plans, financial information, customer and prospect information, employee information, source code, software configurations, workflow diagrams, automation designs, prompts, API credentials, system architecture, implementation documentation, and other non-public technical or business information disclosed by either party.
If either party is legally required to disclose Confidential Information, it will, where legally permitted, provide reasonable advance notice to the other party so that appropriate protective measures may be sought.
7. Data Handling and Security
Ampra will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Client Data accessed or processed in connection with the services.
Ampra will access Client Data only as reasonably necessary to perform the services, troubleshoot workflows, prepare deliverables, configure automations, or support Client-approved systems.
Client should not provide Ampra with regulated, highly sensitive, or legally restricted data unless the parties have agreed in writing to the applicable handling requirements.
The safeguards implemented by Ampra will be appropriate to the nature of the services being performed and the systems reasonably available to Ampra. Client acknowledges that no information system or security program can guarantee absolute security.
Client remains responsible for configuring and maintaining appropriate user permissions, access controls, security settings, backup procedures, and retention policies within Client-controlled systems unless expressly included within the scope of services.
8. Sensitive and Regulated Data
Client is responsible for identifying any legal, contractual, regulatory, industry-specific, or customer-imposed requirements applicable to Client Data before providing such data to Ampra.
Client must notify Ampra before providing any of the following:
Protected Health Information or electronic Protected Health Information.
Financial account data.
Government identification numbers.
Payment card data.
Social Security numbers.
Special category personal data.
Data subject to industry-specific legal or regulatory restrictions.
Any data requiring a specific security, privacy, retention, encryption, audit, or breach notification framework.
If Protected Health Information may be involved, the parties must enter into the HIPAA section of the Regulated Data Addendum below or a separate Business Associate Agreement before Ampra receives, creates, maintains, or transmits such information on Client's behalf.
Nothing in this Agreement shall be interpreted as requiring Ampra to accept regulated data or assume regulatory obligations beyond those expressly agreed to in writing.
9. Contractors and Service Providers
Ampra may use employees, contractors, consultants, service providers, or subprocessors to deliver the services.
Ampra will require personnel working on Client matters to be subject to confidentiality obligations.
Where a regulatory addendum applies, including the Regulated Data Addendum below, Ampra will require applicable subcontractors who access regulated data to agree to appropriate downstream obligations.
Ampra remains responsible for managing its personnel and subcontractors engaged in performing the services, provided that Ampra shall not be liable for failures or obligations arising solely from third-party platforms or vendors outside Ampra's reasonable control.
10. Ownership of Work Product
Unless otherwise agreed in writing, Client owns final deliverables specifically created for Client and paid for under the applicable engagement.
Ampra retains ownership of its pre-existing materials, templates, frameworks, prompts, internal workflows, training materials, reusable automation patterns, methodologies, know-how, software components, and generalized knowledge developed outside the engagement.
Ampra may reuse generalized skills, ideas, methods, and non-client-specific learnings, provided Ampra does not disclose Client Confidential Information.
To the extent any Ampra-owned materials, frameworks, templates, prompts, methodologies, reusable components, or software are incorporated into Client's deliverables, Ampra grants Client a perpetual, non-exclusive, non-transferable license to use those components solely as part of the deliverables created for Client.
Nothing in this Agreement transfers ownership of Ampra's intellectual property, methodologies, reusable automation patterns, internal documentation, or proprietary implementation processes except as expressly provided herein.
11. No Legal, Medical, Financial, Tax, or Compliance Advice
Ampra provides AI, automation, workflow, marketing, and business process support.
Ampra does not provide legal, medical, financial, investment, accounting, tax, cybersecurity certification, HIPAA compliance certification, or regulated professional advice.
Client is responsible for obtaining review from qualified legal, compliance, medical, financial, tax, security, or other professionals where appropriate.
Nothing in the services provided by Ampra should be interpreted as replacing the independent judgment of Client or Client's professional advisors. Client remains solely responsible for decisions regarding legal compliance, regulatory obligations, financial reporting, medical matters, investment decisions, tax treatment, cybersecurity controls, and other regulated activities.
12. Fees and Payment
Client agrees to pay all fees described in the applicable proposal, order form, checkout page, invoice, or statement of work.
Unless otherwise agreed in writing, fees are due according to the payment schedule presented at purchase or invoicing.
Late payments may result in suspension of services.
If payment remains outstanding, Ampra may suspend work, postpone scheduled sessions, withhold deliverables, revoke access to workspaces or shared resources provided by Ampra, and decline to begin additional work until payment has been received.
Client remains responsible for fees incurred prior to any suspension or termination.
13. Scheduling, Cancellations, and Rescheduling
Client is responsible for attending scheduled sessions and providing necessary participants.
Missed sessions, late cancellations, or late rescheduling requests may be treated as used sessions unless otherwise agreed in writing.
Ampra reserves dedicated resources for each scheduled working session, including automation architects and AI strategists, and the reserved time cannot be moved. If Client does not attend a scheduled working session, it will be treated as delivered and used, and Ampra may apply the reserved time to preparation, workflow review, documentation, automation, or follow-up work for Client.
Ampra may reschedule sessions when reasonably necessary due to team availability, technical issues, or operational needs.
The parties will work together in good faith to reschedule sessions when reasonably possible. Nothing in this section limits Ampra's ability to accommodate reasonable scheduling requests at its discretion.
14. Term and Termination
This Agreement begins when Client accepts the Agreement, signs an order form, pays an invoice, or begins receiving services.
Either party may terminate the engagement according to the terms of the applicable proposal, order form, statement of work, or written agreement.
Upon termination, Client remains responsible for fees incurred before termination.
Upon termination, Ampra will, upon Client's request and subject to payment of all outstanding amounts, reasonably cooperate in transitioning Client-owned deliverables and documentation that have been completed as part of the engagement.
Unless otherwise agreed in writing, Ampra may securely delete Client materials remaining in Ampra-controlled systems following the conclusion of the engagement after a commercially reasonable retention period, except where retention is required for legal, accounting, security, insurance, or operational purposes.
15. Disclaimer
Ampra does not guarantee that any AI system, automation, workflow, integration, campaign, recommendation, or deliverable will be error-free, uninterrupted, compliant with all laws, or suitable for every use case.
Client is responsible for testing and approving workflows before production use.
Except as expressly stated in this Agreement, the services and deliverables are provided "as is" and "as available." To the fullest extent permitted by applicable law, Ampra disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
16. Limitation of Liability
To the maximum extent permitted by law, Ampra's total liability arising out of or related to the services will not exceed the fees paid by Client to Ampra for the specific services giving rise to the claim during the three months before the event giving rise to liability.
Ampra will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost opportunities, loss of goodwill, loss of data, or business interruption.
The limitations in this section apply regardless of the legal theory asserted, whether in contract, tort (including negligence), strict liability, or otherwise, except to the extent such limitations are prohibited by applicable law.
17. Indemnification
Each party agrees to indemnify the other party from third-party claims arising from its own gross negligence, willful misconduct, or material breach of this Agreement.
Client will indemnify Ampra from claims arising from Client's data, instructions, systems, legal obligations, marketing claims, regulated professional obligations, or unauthorized provision of data to Ampra.
If the Regulated Data Addendum or a separate Business Associate Agreement applies, breach-related responsibilities will be governed by that addendum or agreement to the extent applicable.
Each party shall promptly notify the other of any claim for which indemnification is sought and shall reasonably cooperate in the defense of such claim.
18. Order of Precedence
If there is a conflict between documents, the following order controls unless expressly stated otherwise:
Regulated Data Addendum or other regulatory addendum.
Signed statement of work or order form.
This Agreement.
Proposal, checkout page, marketing materials, or informal communications.
19. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or telecommunications failures, utility interruptions, cyberattacks, acts of government, epidemics, failures or outages of third-party cloud providers, AI providers, software vendors, hosting providers, or other events beyond the affected party's reasonable control. The affected party will use commercially reasonable efforts to resume performance as soon as practicable.
20. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
21. Dispute Resolution
The parties will first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation between representatives with authority to settle. If the dispute is not resolved within thirty days after written notice describing it, either party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in San Diego County, California, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property, or from bringing an individual claim in small claims court. Each party will bear its own costs and fees in arbitration unless the arbitrator determines otherwise. Any dispute will be resolved on an individual basis and not as part of a class, collective, or representative proceeding.
22. Entire Agreement
This Agreement, together with any applicable Statement of Work, Order Form, Proposal expressly incorporated by reference, and any Regulatory Addendum, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior discussions, negotiations, representations, and agreements relating to the services.
23. Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
24. Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, internal reorganization, or sale of substantially all of its assets.
25. Independent Contractor
Ampra is an independent contractor. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, fiduciary relationship, employment relationship, or agency relationship between the parties.
26. Notices
Formal notices under this Agreement shall be delivered by email or another written method reasonably expected to reach the receiving party using the contact information provided by each party, unless a different method is required by applicable law.
27. Survival
The provisions relating to confidentiality, ownership of intellectual property, payment obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive termination shall survive the expiration or termination of this Agreement.
Acknowledgment and Acceptance
By signing below, or by accepting, paying for, or beginning to receive services from Ampra, the parties agree to the terms of this Regulated Data Addendum as part of the Agreement.