If you have a separately negotiated and signed agreement with Tayana Solutions, that agreement governs your relationship with us and takes precedence over this document.
If no signed agreement is in effect, this Master Services Agreement governs all Services Tayana provides to you, effective from the date of your first engagement with us.
By requesting a proposal, executing a Statement of Work, making a payment, or using any Services from Tayana without a separately signed agreement, you confirm that you have had the opportunity to review this Agreement and agree to be bound by the version posted at www.erpagent.ai/legal/agreements at the time of your engagement.
Tayana will notify you by email of any material changes to this Agreement before they take effect. Continued use of our Services after a change takes effect constitutes acceptance of the updated terms.
Questions about which agreement governs your account? Write to us at sales@erpaiagent.com.
This Master Services Agreement (the "Master Agreement" and/or "Agreement") is between Tayana Holdings LLC, AFC Towers, 3343 Peachtree Road NE, Suite 145, Atlanta, GA 30326, USA (hereinafter referred to as "Tayana" and/or "THL" and/or "Company"), and the business entity that wishes to purchase services provided by Tayana (hereinafter "Client").
WHEREAS, Tayana is in the business of providing information technology services, including artificial intelligence consulting, AI agent development, workflow automation, and technology staffing services; and
WHEREAS, Client wishes to purchase services provided by Tayana;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
This Master Services Agreement (hereinafter referred to as "MSA") will be subject to the following terms and conditions.
1.1 Services: On the terms and conditions set forth herein, Client hereby engages Tayana to perform those services mutually agreed upon from time to time by Tayana and Client (collectively "Services") in written and fully executed statements of work which incorporate the terms of this Agreement by reference (each, a "Statement of Work"), and Tayana hereby accepts such engagement. Tayana shall render Services and deliver the required deliverables (the "Deliverables") in accordance with the timetable and milestones set forth in the respective Statement of Work.
Services under this Agreement may be delivered through any of the following commercial arrangements, as documented in writing between the parties:
(a). Project-Based Statements of Work (each, a "SOW"), which set out the scope, deliverables, timeline, fees, and acceptance criteria for a specific engagement and are incorporated into this Agreement by reference;
(b). Cases or Tickets registered on Tayana's Customer Portal, as described in Sections 1.3 and 3.2;
(c). Staffing arrangements under which Tayana sources and provides resources to Client at agreed billing rates; or
(d). Recruitment and placement services under which Tayana sources and introduces candidates for direct engagement or employment by Client, for which Tayana receives a placement or referral fee as specified in writing.
In the event of any conflict between the terms of this Agreement and the terms of any SOW, the terms of the SOW shall control for that engagement only.
Neither Tayana nor Client shall be obligated to enter into any Statement of Work.
Client shall perform the Client Responsibilities and Tayana shall perform the Tayana Responsibilities set forth in the applicable SOW. In case of usage of Case Management System, the Deliverables are mentioned in the Case and the Terms shall be governed by the MSA.
Each Project shall be completed or delivered in accordance with the SOW or Case definition.
1.2 Statement of Work Authorization and Modification: Each Statement of Work is to be signed on behalf of the Client exclusively by designated authorized representatives of Client. Any deviation from or modification to a Statement of Work must be agreed to by the parties in writing. In the event of any express conflict or inconsistency between the provisions of a Statement of Work and the provisions of this Agreement, the provisions of the Statement of Work will govern and control with respect to the interpretation of that Statement of Work; provided, however, that the provisions of the Statement of Work will be so construed as to give effect to the applicable provisions of this Agreement to the fullest extent possible, including, without limitation, Sections 10.3 and 14 of this Agreement.
1.3 In case the Client wishes to use Tayana's online Case Management System available under Customer Portal, the SOWs shall be replaced by Cases or Tickets registered on the Customer Portal which do not require to be individually executed by the Parties.
1.4 In case the Client does not wish to use Tayana's online Case Management System and does not execute a formal SOW, but communicates via simple email, the same shall replace the SOW.
1.5 AI Services Scope: For engagements involving Artificial Intelligence ("AI") services, including but not limited to configuration of Custom GPTs, OpenAI Assistants, AI Agents, and related workflows, Tayana's role is strictly limited to providing consulting and resource-based professional services. Tayana does not develop, sell, sublicense, or otherwise convey ownership or license rights to any third-party AI software or platforms. Client acknowledges that Tayana does not provide, resell, or sublicense third-party AI platforms (including but not limited to OpenAI, Anthropic, n8n, RetellAI). Client's use of such platforms is governed exclusively by the platform provider's terms of service. Tayana shall have no liability for platform downtime, API changes, pricing modifications, data handling, output quality, or policy violations by the platform provider or Client.
2.1 No Outcome Guarantee: Tayana's services are provided on a resource-engagement and deliverable basis and are not outcome-based. Tayana expressly disclaims any guarantee or warranty of business performance, cost savings, return on investment, user adoption, or other commercial success arising from the Client's use of AI services or any other Tayana services.
2.2 Client Testing Responsibility: Client shall be solely responsible for conducting thorough testing, validation, and quality assurance of all AI configurations, outputs, and integrations prior to deployment in any production or live environment. Any production use of AI deliverables without such testing shall be at the Client's sole risk and responsibility.
2.3 Client Legal Compliance: Client shall be solely responsible for ensuring that its use of AI services and AI-generated outputs complies with all applicable laws, regulations, and industry standards, including without limitation data protection, privacy, intellectual property, and sector-specific regulations. Tayana shall have no liability for any non-compliance by the Client.
2.4 Prohibited Uses: Client shall not use, or permit the use of, any AI services for unlawful, harmful, fraudulent, or unethical purposes, including but not limited to generating malicious code, violating third-party intellectual property rights, or engaging in deceptive practices. Tayana shall bear no liability arising from such use. Tayana reserves the right to immediately suspend Services, without refund, upon discovery of prohibited use. Client shall indemnify Tayana for any third-party claims, fines, or sanctions arising from Client's prohibited use.
2.5 Beta and Preview AI Features: Certain capabilities of third-party AI platforms may be designated by the platform provider as "beta," "preview," "experimental," or "early access." Tayana does not warrant the stability, accuracy, continued availability, or production readiness of such features. Client assumes all risk associated with incorporating beta or preview features into any production environment. Tayana shall not be liable for any failure, degradation, or discontinuation of beta features by the platform provider.
2.6 Third-Party AI Licenses: Client shall be solely responsible for procuring and maintaining, at its own cost, all third-party licenses, subscriptions, and usage rights required for AI services, including but not limited to OpenAI, n8n, RetellAI, Anthropic Claude, and other similar platforms. Tayana shall bear no responsibility or liability for (i) payment of such license fees or usage charges, or (ii) any changes, suspensions, or terminations in vendor pricing, availability, or policies.
2.7 No Audit Obligation: Tayana shall have no obligation to audit, monitor, or review Client's use of AI deliverables for compliance with laws, regulations, or ethical guidelines. Client waives any claim that Tayana had a duty to prevent Client's non-compliant use.
2.8 International Compliance: If Client uses Services or deliverables outside the United States or Canada, Client shall ensure compliance with all applicable laws including export controls, data protection, and AI regulations. Client shall indemnify Tayana for any violations arising from such international use.
3.1 If any existing agreements between Tayana and Client are to stay in effect and not be superseded by this Master Agreement, those existing agreements shall be identified in a writing signed by both parties and shall continue in effect in accordance with their terms. Except for such specifically identified existing agreements, and except where any future agreement identifies this Master Agreement by name and states that it is inapplicable, this Master Agreement shall govern the provision of all services by Tayana to Client after the date hereof. In the event of any inconsistency or conflict between the terms and conditions of this Master Agreement and the terms and conditions of any SOWs issued under this Master Agreement, the terms and conditions of the SOW shall control.
3.2 In case the Client wishes to use THL's online Case Management System available under Customer Portal, the SOWs shall be replaced by Cases or Tickets registered on the Customer Portal (hereinafter referred to as "Cases"). The terms may or may not be defined explicitly under each of the Cases in which case, the terms and conditions of the MSA shall control.
3.3 No other terms contained in any other agreement, document or forms unilaterally issued by Client or Tayana shall apply, whether additional or conflicting.
3.4 Relationship to Other Tayana Agreements: Tayana publishes three agreements that may apply to Client concurrently: this Master Services Agreement, the Tayana End User License Agreement, and the Tayana Support Subscription Agreement. Where a matter falls within the subject matter of more than one of them, the following order of precedence applies, from highest to lowest: (a) a written agreement signed by authorized representatives of both parties that expressly references and amends the applicable agreement; (b) the applicable Order or Statement of Work; (c) the agreement whose subject matter is most specific to the matter in question, being the End User License Agreement for the licensing and use of Software, the Support Subscription Agreement for Support Services, and this Agreement for professional services; and (d) this Agreement in all other cases.
No provision of any of the three agreements is superseded by another except to the extent of a direct conflict on the same subject matter, and each agreement remains in full effect for its own subject matter. A document issued by Client, including a purchase order, vendor portal terms, supplier registration terms, or security schedule, is not an Order for the purposes of this Section, forms no part of any of the three agreements, and is void and of no effect even if signed, acknowledged, or accepted by Tayana personnel.
4.1 The fees due to Tayana for services, exclusive of taxes, are set forth in the SOW or as defined in the applicable Case where Tayana's Case Management System is used.
4.2 In cases where withholding taxes are applicable to international payments, the fees specified in the SOW or applicable Case represent the net amount payable to Tayana after such withholding deductions. Client shall not reduce payments to Tayana on account of withholding taxes unless Client provides Tayana with an official withholding tax certificate from the applicable tax authority within thirty (30) days of such deduction.
4.3 Tayana's reasonable expenses incurred at the Client's request or as it relates to the provisions of the services, as well as any reasonable travel related expenses as contemplated in the SOW (or otherwise communicated in writing to the Client), will be reimbursed by the Client. Out of pocket expenses, travel time, and other incidentals, including airfare, hotels and meals, per diem, will be included in service billings in addition to the service estimate. Sales tax and shipping will be charged when applicable and added to invoices. Consultants' travel time will be capped at four (4) hours per consultant per travel day. If the Consultant requires a VISA and international travel, the Client shall reimburse for all such expenses.
4.4 To the extent that services to be provided hereunder are subject to any sales, use, excise, rental, personal property and any other taxes, payment of said taxes is the direct and sole responsibility of Client. Income tax due on income received by Tayana from Client pursuant to this Master Agreement shall be the responsibility of Tayana.
4.5 Other Terms:
A. Payment for all work performed by Tayana shall be made by Client to Tayana in accordance with the payment schedule in the SOW or as agreed in writing. All fees are payable 'Due Upon Receipt' after the receipt of invoice.
B. If Client fails to pay any amounts owed hereunder when due and payable, Client shall pay and reimburse Tayana for all costs and expenses incurred by Tayana, including, without limitation, reasonable attorneys' fees, in enforcing this Master Agreement, the SOW or collecting any overdue amounts. Interest on such overdue amounts shall accrue at a rate equal to the lower of one and a half percent (1.5%) per month or the highest rate permitted by applicable law.
C. Any charges not disputed by Client in writing, in good faith, and with reasonable supporting detail within fifteen (15) days of receipt of the invoice will be deemed approved and accepted by Client. Client shall pay all undisputed amounts when due, and raising a dispute does not suspend Client's obligation to pay undisputed amounts.
D. Upon completion of the services or project or in the event of termination of this Master Agreement, all applicable fees and un-reimbursed expenses will be billed to Client and shall be paid by the Client 'Due Upon Receipt' after the receipt of invoice.
E. All payments made by Client to Tayana, including advance deposits and milestone payments, are non-refundable except as expressly provided in a SOW or as required by applicable law. Tayana's obligation upon receipt of payment is to deliver the agreed Services; it is not to ensure any specific business outcome for Client.
4.6 Time and Material Engagements, Timesheet Acceptance and Billing:
For Services billed on a Time and Material ("T&M") basis, the following provisions apply:
(a). Timesheet Submission: Tayana shall submit timesheets to Client on a weekly basis documenting hours worked and the nature of tasks performed during that week.
(b). Deemed Acceptance of Timesheets: Client shall review timesheet entries and raise any written dispute within seventy-two (72) hours of submission. If Client does not provide written notice of a specific dispute within the seventy-two (72) hour period, the timesheet entries shall be deemed accepted, approved for billing, and non-contestable for any purpose.
(c). Effect of Payment: Payment by Client of any invoice constitutes Client's acceptance of the timesheet entries reflected in or underlying that invoice, and Client may not thereafter contest the accuracy of those entries or seek any refund, credit, or offset against future invoices on account of hours already billed and paid. With respect to Services or Deliverables covered by a paid invoice, any claim of non-performance or non-conformity must be raised by Client in writing within thirty (30) days after the date of payment, and any such claim not raised within that period is waived. This Section does not limit Client's rights in respect of fraud or willful misconduct by Tayana.
5.1 Tayana will notify Client in writing whenever Tayana identifies the need to provide a service or deliverable additional to or different from those described in the SOW (a "Change of Scope") or Case. Client may notify Tayana in writing whenever Client believes there is a need for a Change of Scope. Parties are allowed to communicate the change in scope verbally about the desired change request.
5.2 If Client wishes Tayana to perform or deliver the items identified in the Change of Scope, Client will notify Tayana in writing or via the Case Management System of Tayana. Tayana shall, upon Client's written request, provide an estimate of the cost and schedule impact of performing or delivering the Change of Scope, which estimate will be provided within a mutually agreed time frame. Tayana will take no further action with respect to the Change of Scope until Tayana receives written authorization from Client and the parties execute an appropriate amendment to the Statement of Work, if SOW is involved. In case of Case Management System, the Client's approval for change request must be received in writing.
5.3 If Client fails to meet the Client's Responsibilities or any other obligations or responsibilities of Client as set forth in this Master Agreement or in the SOW, and such failure affects Tayana's costs or schedule or precludes further work by Tayana until the Client Responsibilities are met, then Tayana will notify Client in writing and Tayana shall be excused from performance of its obligations under this Agreement or any applicable SOW until the Client cures such failure on its part. Tayana and Client will promptly cooperate to make an appropriate written amendment to the SOW, to the extent necessary.
5.4 This Master Agreement may not be modified or changed except by an instrument in writing duly executed by the parties hereto, subject to the provisions of Article 27.
6.1 The provisions relating to acceptance, if any, of the Deliverables delivered by Tayana shall be as set forth in the SOW or in the Case.
6.2 Acceptance: Unless specified in the SOW or in the Case, the following shall be the criteria for acceptance. Within five (5) business days after the receipt by Client of any Deliverables, Client agrees to review and/or test the Deliverables. Unless within this five (5) day period Client creates a case on Tayana's Case Management System referencing the appropriate Statement of Work with a subject or description which includes "Delivery Acceptance Deficiency," the Deliverables will be deemed to be accepted. In the event any part of the Deliverables is not acceptable, the case shall set forth with specificity any deficiency. Tayana shall then have thirty (30) days to correct the deficiency, unless additional time is expressly approved by Client. Upon the correction of the deficiency, the Deliverables will be deemed to be accepted. A deficiency is defined as a failure of the Deliverable to conform to written design specifications. Client feedback, preference changes, or scope expansions do not constitute deficiencies.
7.1 This Agreement is applicable from the start date of the SOW or Case. In the absence of a formal SOW or Case, applicability of the Agreement shall start on the day the Client reaches out to Tayana for Service.
7.2 Unless otherwise terminated as provided for herein, this Master Agreement shall commence on the date hereof and continue until all SOWs are completed or Cases are closed.
7.3 Suspension for Non-Payment: Without prejudice to its termination rights, Tayana may, on written notice and without liability to Client or any third party, suspend all or part of the Services if any undisputed invoice remains unpaid for more than fifteen (15) days past its due date. Suspension does not relieve Client of the obligation to pay all accrued fees, does not extend any timeline, and does not entitle Client to any credit, refund, or extension. Tayana shall resume Services within five (5) business days of receipt of all overdue amounts, interest, and collection costs, and may condition resumption on payment in advance for the remainder of the then-current engagement. Any additional costs Tayana incurs in resuming suspended Services shall be reimbursed by Client.
7.4 This Master Agreement may be terminated in the following instances:
Tayana shall have the right to terminate this Master Agreement if Client fails to pay any sum owed under this Master Agreement.
Either party shall have the right to terminate this Master Agreement if the other party materially breaches a material provision of this Master Agreement (other than Client's payment obligation to Tayana, which shall be subject to the provisions of Article 4 above). In the event of such breach the non-breaching party shall provide the breaching party with written notice of such material breach (the "default notice") stating such non-breaching party's intention to terminate this Master Agreement if the breaching party fails to correct or cure such breach within thirty (30) days following its receipt of the default notice. In the event the breaching party fails to cure such breach within the thirty (30) days notice period, the non-breaching party shall have the right to terminate this Master Agreement without any further notice to the breaching party.
Either party may immediately terminate this Master Agreement upon the occurrence of any of the following events: (i) an assignment by the other party for the benefit of creditors; (ii) the filing of a petition in bankruptcy by the other party; (iii) the filing of a petition in bankruptcy against the other party by its creditors, which petition is not dismissed within sixty (60) days; (iv) the appointment of a receiver, trustee, liquidator, or similar custodian for the other party, which appointment is not dismissed within sixty (60) days; (v) the other party has voluntarily or involuntarily commenced proceedings for dissolution, liquidation or winding up, or has ceased to carry on its business in the ordinary course; or (vi) the institution of any other proceeding involving the insolvency of the other party or the protection of, or from, its creditors, which proceeding remains undismissed for a period of sixty (60) consecutive days.
7.5 The right to terminate shall be in addition to and not in lieu of all other rights that the parties may have under this Master Agreement, in law and equity.
7.6 Upon termination of this Agreement: (a) Client shall promptly pay all amounts payable to Tayana for Services rendered and out-of-pocket expenses incurred up to the date of termination; and (b) each party shall return or destroy, at the direction of the other party, all the other party's Confidential Information in its possession.
8.1 Client-Owned Deliverables: Client shall own all rights, title, and interest in and to Deliverables created exclusively and specifically for Client under a Statement of Work, to the extent such Deliverables do not incorporate Tayana's Pre-Existing Materials. This includes custom code, configurations, integrations, and documentation developed solely to address Client's specific business requirements, subject to full payment of all applicable fees.
8.2 Tayana-Owned Intellectual Property: Tayana shall retain all rights, title, and interest in and to its Pre-Existing Materials, including without limitation its proprietary methodologies, frameworks, templates, tools, libraries, reusable code components, AI prompt libraries, workflow templates, agent architectures, and professional know-how developed independently of any specific Client engagement. This Master Agreement does not restrict or deprive Tayana of any of its rights or proprietary interests in any materials that existed prior to and were developed independent of the performance of services under this Master Agreement. Pre-Existing Materials shall also include, without limitation, all products, devices, software, computer programs, techniques, know-how, algorithms, specifications, data procedures and modifications thereto, whether or not patentable or copyrightable, tangible or intangible, and all rights, title and interest in and to the intellectual property derived from such works, that have been or will be created, developed or otherwise acquired by Tayana prior to or after the execution of this Master Agreement and that do not use or incorporate any Confidential Information of the Client. Where Pre-Existing Materials are embedded in or used to produce Deliverables, Tayana grants Client a perpetual, non-exclusive, royalty-free license to use those Pre-Existing Materials solely as incorporated into and as necessary to use the Deliverables for Client's internal business purposes.
8.3 Tayana's Right to Use Engagement Learnings: Tayana may use general knowledge, experience, skills, and professional insights gained during the performance of Services for any business purpose, including improving its methodologies and developing services for other clients, provided that Tayana does not reproduce Client's specific Deliverables or disclose Client's Confidential Information in doing so.
8.4 AI-Specific Deliverables: For AI services, Deliverables include prompt engineering scripts, agent workflow configurations, automation logic, and AI integration specifications created specifically for Client under a SOW. Client shall own such AI-specific Deliverables subject to full payment of all applicable fees. Tayana retains ownership of the underlying AI methodologies, prompt engineering frameworks, reusable agent templates, and tool libraries used to produce those Deliverables, and may deploy them in work for other clients. Subject to full payment, Client receives a perpetual, non-exclusive, royalty-free license to use Tayana's underlying AI methodologies to the extent embedded in and necessary to operate the specific Deliverables.
8.5 AI-Generated Outputs: Client acknowledges that outputs generated by third-party AI platforms may be subject to the platform provider's terms of service regarding ownership and use rights. Tayana makes no representation regarding the ownership, patentability, copyrightability, or licensability of AI-generated content. Client is solely responsible for determining whether AI outputs may be used, commercialized, or claimed as proprietary under applicable law.
8.6 Open Source Components: Deliverables may incorporate open source software components. Tayana will identify material open source components in the applicable SOW or in a written disclosure upon request. Client acknowledges that open source components are subject to their respective license terms, which may include conditions relating to redistribution, attribution, or source code disclosure. Client is solely responsible for ensuring its use of Deliverables complies with applicable open source license obligations.
8.7 Independent Development; Residuals: Nothing in the terms of this Agreement and any Statement of Work shall be construed to limit Tayana's or Client's right to independently develop or acquire products without the use of Confidential Information. Tayana or Client shall be free to use for any purpose the Residuals resulting from access to or work with Confidential Information, provided such party shall maintain the confidentiality of Confidential Information as provided in Article 9 and any other written confidentiality agreement between the parties. For purposes of this Agreement, "Residuals" shall mean technical information related to software technology in non-tangible form, which may be retained by individuals who have had access, as permitted by this Agreement, to Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither Tayana nor Client shall have any obligation to limit or restrict the assignment of such individuals or to pay compensation resulting from the use of the Residuals. Notwithstanding the foregoing, this Section shall not be construed to grant either Tayana or Client a license under the other party's copyrights or other intellectual property.
9.1 Each of Tayana and Client understands and agrees that all materials and information provided by each to the other or developed therefrom, including, without limitation, the reports which Tayana prepares for Client, Tayana's pricing methodologies and Tayana's pricing and rates, are valuable assets of Tayana or the disclosing party and are to be considered the disclosing party's Confidential Information and property. Each party will not disclose or use the Confidential Information provided or disclosed by the other or developed therefrom for any purpose other than as set forth in this Master Agreement and will treat such Confidential Information with the same degree of care as each such party applies to its own Confidential Information, but in all cases with at least a reasonable degree of care.
9.2 Except as set forth in this Master Agreement, neither party will use, disclose, make or have made any copies of any materials or information provided by the other or developed therefrom in whole or in part, without the disclosing party's prior written approval. Neither party will use, sell, sub-lease, assign, give or otherwise transfer to any third party, any information or material provided to it by the other, except that each may provide said information to any of its officers, employees and permitted subcontractors who have a need to know such information for purposes contemplated by this Master Agreement.
9.3 "Confidential Information" means all information, whether oral or in writing, of a confidential nature, including without limitation, the reports which Tayana prepares for Client, Tayana's pricing methodologies and Tayana's pricing and rates, proprietary technical, marketing, operation or performance information, cost know-how, business pricing policies or data, programs, data systems, inventions, discoveries, trade secrets, or information relating to Tayana or any Client's past, present, or future, or to any research, developments or business activities and also includes any materials resulting from performance of the services. "Confidential Information" does not include information which is (1) already known by the recipient party without an obligation of confidentiality, (2) publicly known or becomes publicly known through no unauthorized act of the recipient party, (3) rightfully received from a third party without an obligation of confidentiality, (4) disclosed without similar restrictions by the owner of the Confidential Information to a third party, (5) approved by the party owning the Confidential Information, in writing, for disclosure, (6) independently developed by a party without using the Confidential Information of the disclosing party, or (7) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
9.4 Each party understands and agrees that any use or dissemination of any information or materials in violation of this Master Agreement will cause the disclosing party irreparable harm, will leave such disclosing party with no adequate remedy at law and will entitle such disclosing party to injunctive relief in addition to all other remedies available under law.
9.5 The confidentiality obligations of the parties set forth herein shall survive the expiration or termination of the Agreement for a period of three (3) years.
9.6 Data Protection for AI Services: Subject to Section 9.9, Client acknowledges and agrees that it retains full ownership and control of all data provided or processed in connection with AI services. Tayana shall not be responsible or liable for data security, integrity, residency, encryption, privacy, or compliance with laws and regulations (including GDPR, HIPAA, or other data protection regimes) in relation to third-party AI platforms. All such obligations shall rest exclusively with the Client and the respective third-party AI service providers. Client shall be solely responsible for notifying affected parties and regulatory authorities in the event of any data breach, unauthorized access, or security incident involving AI platforms. Tayana shall have no obligation to monitor, detect, or report such incidents, and Client waives any claim against Tayana arising from delayed or inadequate breach response.
9.7 Publicity and Reference Use: Client hereby grants Tayana a limited, non-exclusive, revocable right to reference Client's name, trade name, and logo in Tayana's marketing materials, presentations, proposals, and on its website for the sole purpose of identifying Client as a customer of Tayana's services. Any case studies, testimonials, or descriptions of specific projects shall require Client's prior written consent, which shall not be unreasonably withheld. Tayana shall not disclose any of Client's Confidential Information in connection with such publicity without Client's express written approval.
9.8 Privacy Policy: Tayana's collection and processing of any personal data in connection with Services is governed by Tayana's Privacy Policy available at https://www.erpagent.ai/legal/privacy-policy. In the event of a conflict between this Agreement and the Privacy Policy regarding personal data, the Privacy Policy shall govern.
9.9 Data Processing Roles: Where Tayana processes personal data on Client's behalf, Client is the controller or business and Tayana is the processor or service provider, and Tayana will process that data only as necessary to perform the Services and in accordance with Client's written instructions. Tayana shall not sell or share personal data, and shall not retain, use, or disclose personal data for any purpose other than performing the Services. This Article, together with Article 7 of the Tayana Support Subscription Agreement where Support Services are in scope, states Tayana's entire obligation with respect to data protection, privacy, and information security. No separate data processing agreement, business associate agreement, security addendum, vendor security schedule, or information security exhibit is required or shall apply, and no such document issued by Client modifies this Agreement or creates any obligation for Tayana, even if signed, acknowledged, or accepted by Tayana personnel. This Section does not change Section 9.6.
9.10 Security Measures: Tayana maintains commercially reasonable safeguards designed to protect Client Confidential Information held in systems under Tayana's direct control, and will notify Client without undue delay after confirming unauthorized access to that information. This Section does not apply to third-party AI platforms, Client systems, or any system not under Tayana's direct control, and creates no obligation beyond what is stated here.
9.11 Use of Client Data for Model Training: Tayana does not use Client Data, Client Confidential Information, or AI Output to train, fine-tune, retrain, or otherwise develop or improve any foundation model, machine learning model, or artificial intelligence system, whether Tayana's own or that of any third party, except (a) with Client's prior written opt-in consent recorded in an Order, Statement of Work, or other signed writing, or (b) using data that has been aggregated and de-identified such that it does not identify Client, any User, any individual, or Client's business. Tayana may use aggregated, de-identified operational, diagnostic, and telemetry data that does not identify Client or any individual for the purpose of maintaining, securing, and improving its products and services. Where Client transmits data directly to a third-party artificial intelligence platform through its own account or credentials, the collection, retention, and use of that data is governed exclusively by Client's agreement with that provider and not by this Section.
9.12 Protected Health Information: Client shall not create, provide, or make accessible to Tayana any protected health information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations without giving Tayana prior written notice and obtaining Tayana's written acceptance of the engagement. Where such notice is given and Tayana accepts in writing, the business associate terms set out in Section 7.9 of the Tayana Support Subscription Agreement apply to that information and constitute the parties' business associate agreement for the purposes of 45 C.F.R. Section 164.504(e), and no separate business associate agreement is required. If Client provides protected health information without prior written notice and Tayana's written acceptance, Client is in breach of this Section, Tayana has no obligation and no liability of any kind in respect of that information, and Client shall indemnify Tayana under Article 13 in respect of any claim arising from it.
10.1 Tayana warrants that its personnel shall perform the Services in a manner consistent with generally accepted industry standards and practices. In the event of a breach of the foregoing warranty, Tayana's sole obligation and Client's exclusive remedy will be to have Tayana perform again the Services in respect of which the warranty has been breached to bring them into compliance with such warranty. Any claim for breach of the foregoing warranty must be made by notice to Tayana within thirty (30) days of completion of the Services in respect of which the claim is made or said claim shall be deemed waived.
Client acknowledges that software development, custom applications, AI configurations, reports, interfaces, and other technical deliverables are not maintained or supported under any standard support plan unless expressly stated in a SOW. Tayana does not warrant that a Deliverable will remain functional following updates to any third-party platform or software on which it depends.
As Client's exclusive remedy, Tayana will at its expense fix bugs or other errors in a Deliverable reported within thirty (30) calendar days after such Deliverable's acceptance. After the thirty-day period, Client is solely responsible for the maintenance of the Deliverable unless otherwise expressly provided in a Statement of Work.
10.2 Client's Warranties: For each Statement of Work, Client hereby represents and warrants that (i) with respect to tools, hardware, software and other products provided by Client for use by Tayana under this Agreement and the Statement of Work, Client has obtained all licenses and permits which are required to be obtained to enable such use by Tayana; (ii) the information furnished by Client to Tayana on which Tayana based the description of the Services and the charges to be paid by Client therefor, as set forth in each Statement of Work, is accurate and complete in all material respects; and (iii) Client has, or will have, the personnel and other resources available, and will provide such personnel and resources, to fulfill Client's obligations set forth in each Statement of Work.
10.3 Except as expressly provided in Section 10.1, Tayana does not make any warranty, express or implied, with respect to the Deliverables or the Services rendered by Tayana or its personnel or the results obtained from their work pursuant to this Agreement or any Statement of Work. Any and all warranties of merchantability, fitness for a particular purpose or arising by usage of trade, course of dealing or course of performance are expressly disclaimed and excluded by Tayana. Client acknowledges that it is a sophisticated party to this Agreement and recognizes and agrees that these disclaimers are an integral part of Tayana's pricing and an important factor in its willingness to perform Services hereunder and pursuant to the Statements of Work.
10.4 AI Output Disclaimer: AI systems are probabilistic in nature and may generate inaccurate, incomplete, biased, or otherwise unexpected outputs. Tayana makes no representations or warranties, express or implied, regarding the accuracy, reliability, completeness, fitness for purpose, or suitability of any AI-generated outputs. Client assumes sole responsibility for validating, approving, and determining the fitness of AI outputs for its intended business purposes.
10.5 No Service Levels: Tayana does not provide, and expressly disclaims, any service-level commitments, performance guarantees, or uptime warranties with respect to third-party AI platforms or AI services.
11.1 (A) Tayana represents and warrants that the Deliverables, when used by the Client in the manner contemplated hereunder and in conformance with the licenses granted hereunder, will not, to the best of its knowledge, violate or conflict with any intellectual property rights of any third persons including, but not limited to, copyrights, patents, trade secrets and trademarks; provided, however, that Tayana makes no warranty with respect to any Client Deliverables (as defined below).
(B) Client represents and warrants that the Client proprietary, confidential and any other intellectual property provided or delivered to Tayana hereunder (the "Client Deliverables"), when used by Tayana in the manner contemplated hereunder, will not, to the best of its knowledge, violate or conflict with any intellectual property rights of any third persons including, but not limited to, copyrights, patents, trade secrets and trademarks.
11.2 In the event that it is later discovered that any Deliverable(s) provided hereunder do in fact infringe on the intellectual property rights of a third party, Tayana shall, in its sole discretion, either (i) obtain for Client the right to use the Deliverables, provided the same can be obtained on commercially reasonable terms; (ii) modify the Deliverables so as to render them non-infringing Deliverables that meet the requirements of the applicable SOW; (iii) provide Client with functionally equivalent substitute Deliverables; or (iv) refund to Client all fees paid to Tayana under the applicable SOW (each, a "Remedying Action"). Other than any indemnification obligations that may arise pursuant to Article 13 hereof, such Remedying Action shall be in full satisfaction of Tayana's obligations for a breach of the representations and warranties contained in this Section 11.2.
11.3 In the event that either party discovers or otherwise has reason to believe that a Deliverable or Client Deliverable infringes a patent, trademark, trade secret or copyright or other intellectual property rights of a third party, such party shall promptly notify the other, in writing, of such discovery or belief.
12.1 No Obligation of Support: Except as expressly provided in Section 10.1 or a Statement of Work, Tayana shall have no obligation to support or maintain any Deliverable provided pursuant to this Agreement or any Statement of Work.
12.2 Platform Updates and Third-Party Software: Client acknowledges that updates, upgrades, hot fixes, patches, or new versions of any third-party software, platform, or AI service on which Deliverables depend (including but not limited to Acumatica, OpenAI, Anthropic, n8n, and RetellAI) may cause those Deliverables to no longer function as intended. Client is responsible for testing all such updates in a separate test environment before deploying them to production. Tayana has no obligation to update, modify, or maintain Deliverables to remain compatible with third-party platform changes unless a separate SOW or support agreement is executed for that purpose.
13.1 Mutual Indemnification: Each party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other party ("Indemnified Party"), including its employees, principals, officers, directors, agents, representatives, successors, and assigns, from and against any third-party claims, demands, liabilities, damages, losses, settlements, fines, penalties, or expenses (including reasonable attorneys' fees and legal costs) arising from: (a) bodily injury or death of any person; or (b) damage to real and/or tangible personal property, but only to the extent such injury, death, or damage is directly and solely caused by the negligence or willful misconduct of the Indemnifying Party, its employees, personnel, or authorized agents in connection with the performance of services under this Agreement. If such claim arises from the joint or concurrent actions of the Client, Tayana, and/or any third party, the liability shall be apportioned based on comparative fault principles, and each party shall be responsible only for its proportionate share of liability based on its degree of fault. Under no circumstances shall Tayana be liable for any claims, losses, or damages arising from the Client's acts, omissions, negligence, or willful misconduct.
13.2 Client's Indemnification Obligations:
To the fullest extent permitted by law, the Client shall defend, indemnify, and hold harmless Tayana, its affiliates, subsidiaries, officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from:
Client's breach of this Agreement; Client's failure to fulfill its duties, obligations, or responsibilities under this Agreement; Client's negligence, gross negligence, or willful misconduct; any third-party claim related to the Client's misuse, modification, or unauthorized distribution of Tayana's deliverables, software, or services; Client's reliance on AI-generated outputs, including the accuracy, content, behavior, or results of AI systems; Client's use of AI services for unlawful or non-compliant purposes, including regulatory, legal, or compliance violations; infringement or violation of third-party intellectual property or other rights caused by Client's use of AI services or AI-generated content; or any loss of customers, revenue, goodwill, or business opportunities arising from or associated with AI deployments.
Client's indemnification obligations shall apply regardless of whether such claims were foreseeable or known to the Client at the time of commencement of this Agreement.
13.3 Conditions Precedent to Indemnification: The Indemnified Party must provide written notice to the Indemnifying Party within thirty (30) business days of receiving notice of any claim for which indemnification is sought. Failure to provide timely notice shall relieve the Indemnifying Party of its indemnification obligations to the extent that such failure prejudices its ability to defend or resolve the claim. The Indemnified Party shall provide reasonable cooperation in the defense or settlement of any such claim.
13.4 Exclusivity of Indemnification Rights: The indemnification provisions set forth in this Article 13 constitute the complete and exclusive agreement between the parties with respect to indemnification obligations. Each party expressly waives any right to seek indemnification, contribution, or reimbursement from the other party under any common-law, statutory, or equitable theory, except as explicitly provided in this Agreement.
14.1 Notwithstanding anything to the contrary contained herein, neither party shall be liable to the other for special, indirect, consequential, punitive or incidental losses or damages of any kind or nature whatsoever including, but not limited to, lost profits or business, lost records or data, lost savings, loss of use of facility or equipment, loss by reason of facility shut-down or non-operation or increased expense of operations, or other costs, charges, penalties, or liquidated damages, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, even if advised of the possibility of such loss or damage or if such loss or damage could have been reasonably foreseen.
14.2 Except as expressly stated in this Agreement and to the maximum extent permitted by applicable law, the deliverables, services and all related and associated information, technology and documentation provided by or on behalf of Tayana pursuant to this Master Agreement are provided "as is" and Tayana makes no representations or warranties, oral or written, express or implied, including, without limiting the generality of the foregoing, warranties of merchantability and fitness for a particular purpose. Notwithstanding anything to the contrary contained herein, the liability of either party to the other for any reason and upon any cause of action hereunder shall be limited to the total fees actually paid by Client to Tayana during the three (3) calendar months immediately preceding the event giving rise to such claim. No claim against Tayana may be brought more than three (3) months after the date on which the event giving rise to the claim first occurred. The limitation contained herein applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability and any other torts.
14.3 Limitation on Cumulative Liability: Tayana's aggregate cumulative liability under this Agreement, whether in contract, tort (including negligence), strict liability, or any other theory, shall not exceed the total fees actually paid by Client to Tayana during the three (3) calendar months immediately preceding the event giving rise to the claim. This limit applies in the aggregate across all claims, Statements of Work, and Cases, and is not multiplied by the number of claims or engagements.
14.4 Allocation of Risk: Client acknowledges that the fees paid by it reflect the allocation of risk set forth in this Agreement and that Tayana would not enter into this Agreement without these limitations on liability.
14.5 Client Insurance Obligation: Tayana does not provide insurance coverage for risks associated with Client's business operations or AI deployments. Client is solely responsible for obtaining and maintaining appropriate insurance coverage, which may include cyber liability, professional indemnity, errors and omissions, data breach response, and business interruption insurance. Client's failure to maintain such coverage shall not expand Tayana's liability beyond the limits set forth in this Article.
14.6 Exclusions from Limitation: The limitations in Sections 14.2 and 14.3 do not apply to (a) Client's obligation to pay fees, expenses, taxes, and interest due under this Agreement, any SOW, or any Case; (b) Client's indemnification obligations under Section 13.2; or (c) either party's fraud or willful misconduct.
15.1 Tayana shall not be liable for any default, failure or non-performance of its obligations under this Agreement or for any claims of infringement or violation of any patent, copyright, trademark, trade secret or other intellectual property right of any third party in the following cases: (a) any use of a Deliverable in a manner other than as specified by Tayana or any use not in accordance with Tayana's instructions; (b) any of the Deliverable on a hardware or operating system other than the designated hardware and/or operating system in which it has been embedded by Tayana; (c) any of the Deliverable in combination with products, applications, equipment, devices, software, systems or data other than those specified by Tayana; (d) any use for any purpose not authorized in the documentation provided by Tayana; (e) any alteration, amendment, modification, or customization of the Deliverable by any person other than Tayana; (f) any failure, error, defect, delay, impropriety, irregularity, break-down, in-access, etc. in the functioning or operation of the database server or other servers, networking products, and other hardware, software, firmware, systems design, applications, or other instruments, infrastructure, or equipment; (g) any failure, error, defect, delay, impropriety, irregularity, or malfunction caused by any infection by viruses or such other contaminating or destructive components which takes place through no fault of Tayana; or (h) non-compliance or refusal of Client to comply with any instructions or steps for preventing the breach of any warranty or for the avoidance of any infringement.
16.1 This Master Agreement is made in the State of Georgia, United States of America and for all purposes shall be governed and construed in accordance with the laws of the State of Georgia, USA excluding any conflict of laws doctrine.
16.2 Venue and Jurisdiction: Subject to Article 17, and solely in respect of actions permitted by Section 17.6 and any application to confirm, vacate, or enforce an arbitration award, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia, USA, and each party waives any objection to venue in those courts, including any objection based on inconvenient forum.
17.1 General: The parties desire to avoid and to settle without litigation any controversy, claim, or dispute arising out of or relating in any way to this Agreement, including the Cases and SOWs attached hereto from time to time (each, a "Dispute"). The parties agree to follow the procedures in this Article as the exclusive method of resolving any Dispute, subject only to Section 17.6.
17.2 Good Faith Negotiation: A party with a Dispute shall notify the other party in writing of the nature of and basis for the Dispute. The parties, each represented by a senior executive, shall attempt in good faith to resolve the Dispute through negotiation beginning within fifteen (15) days of that notice and continuing for at least thirty (30) days.
17.3 Mediation: If negotiation does not resolve the Dispute, the parties shall submit it to non-binding mediation in Atlanta, Georgia, before a single mediator appointed by JAMS or otherwise agreed by the parties. Mediation shall commence within thirty (30) days of a party's written demand. The parties shall share the mediator's fees equally and shall each bear their own costs.
17.4 Binding Arbitration: If the Dispute is not resolved within thirty (30) days of the first mediation session, it shall be finally resolved by binding arbitration administered by JAMS before a single arbitrator, seated in Atlanta, Georgia, and conducted in the English language. Where the total amount in controversy, including all claims and counterclaims, is USD 250,000 or less, the JAMS Streamlined Arbitration Rules and Procedures apply and the arbitrator shall determine the Dispute on the documents alone unless the arbitrator determines that a hearing is necessary. In all other cases the JAMS Comprehensive Arbitration Rules and Procedures apply. The arbitrator has no authority to award any damages excluded by this Agreement, to award damages in excess of the limitation in Article 14, to award punitive damages, or to vary any provision of this Agreement. The arbitrator shall award the prevailing party its reasonable attorney fees, arbitrator fees, filing fees, and costs. Judgment on the award may be entered in any court of competent jurisdiction.
17.5 Waiver of Class Proceedings: All Disputes shall be resolved on an individual basis only. Neither party may bring or participate in any class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate the claims of more than one party or preside over any form of representative proceeding.
17.6 Carve-Out for Equitable Relief and Collection: Notwithstanding Sections 17.2 through 17.4, either party may at any time seek injunctive or other equitable relief in respect of a breach or threatened breach of Article 8 or Article 9 in the state or federal courts located in Fulton County, Georgia, and Tayana may at any time bring an action for the collection of unpaid amounts in those courts. Each party consents to the exclusive jurisdiction and venue of those courts for such actions and for any application to confirm, vacate, or enforce an arbitration award, and waives any objection based on forum non conveniens or inconvenient forum.
17.7 Waiver of Jury Trial: Each party knowingly, voluntarily, and irrevocably waives any right to trial by jury in any action or proceeding arising out of or relating to this Agreement.
17.8 Non-Disparagement: During the term of this Agreement and for twenty-four (24) months thereafter, neither party shall post, publish, or otherwise communicate any disparaging, defamatory, or misleading statement about the other party or the other party's personnel, products, or services on any public platform, social media channel, or public domain. This provision applies regardless of whether a Dispute exists between the parties.
18.1 Nothing in this Master Agreement shall be deemed to limit Tayana's ability to develop and market functionally comparable deliverables based on the same general concepts, techniques and routines as are used in preparing Client's Deliverables. This Master Agreement shall not preclude Tayana from developing products or services which are competitive to products or services which might be delivered to Client pursuant to this Master Agreement, irrespective of their similarity.
19.1 Non-Solicitation: During the term of this Master Agreement and for a period of twenty-four (24) months after its expiry or termination, neither party shall, without the prior written consent of the other party, directly or indirectly solicit for employment or engagement, or employ or engage, any employee or contractor of the other party who performed or received services under this Agreement and with whom the soliciting party had material contact in connection with those services. For purposes of this Article, "employee" expressly includes contractors, subcontractors, assigned resources, and any personnel provided by Tayana to Client under this Agreement, whether classified as employees or independent contractors.
20.1 In the performance of this Master Agreement, the parties shall at all times act as and be deemed to be independent contractors. Neither Tayana nor any of its employees, agents or officers shall be considered an employee, joint venturer, agent, or partner of Client. Neither Tayana nor Client is authorized to assume or create any obligations or responsibilities, express or implied, on behalf of or in the name of the other. It is understood that the employees, methods, facilities and equipment of each party shall at all times be under the exclusive direction and control of that party.
21.1 Tayana shall have the right to subcontract any portion of the Services to qualified third parties, offshore delivery partners, or affiliated entities without requiring Client's prior consent, provided that Tayana remains solely responsible for the overall quality and delivery of Services to Client. Tayana shall ensure that all subcontractors are bound by confidentiality and IP obligations no less protective than those in this Agreement. Client shall not have any direct contractual relationship with Tayana's subcontractors by virtue of this Agreement.
22.1 Applicability: This Article establishes additional terms applicable to specific categories of Client. The provisions of this Article supplement and do not replace the general terms of this Agreement. Where a Client falls into more than one category, all applicable provisions apply.
22.2 Applicability of Part A: Part A applies where Client is a value-added reseller, implementation partner, system integrator, or technology reseller (a "VAR") that purchases Services from Tayana for the purpose of delivering those Services or related deliverables to VAR's own end customers.
22.3 End Customer Responsibility: VAR is solely responsible for all obligations, representations, warranties, and liabilities owed to its own end customers arising from VAR's sale or delivery of services. Tayana is not a party to any agreement between VAR and its end customers and has no liability to those end customers for any reason, including non-performance, defects, or delays.
22.4 No White-Labeling Without Consent: VAR shall not present Tayana's deliverables, methodologies, or tools as VAR's own proprietary products without Tayana's prior written consent. VAR may rebrand deliverables for its end customers only under a separate written white-label agreement executed with Tayana.
22.5 Sublicense Rights: Subject to full payment of all applicable fees, VAR may sublicense deliverables received under Section 8.4 of this Agreement to its own end customers solely for those end customers' internal business use. VAR may not sublicense Tayana's underlying methodologies, frameworks, templates, or Pre-Existing Materials.
22.6 No Flow-Down of Penalty Obligations: VAR shall not enter into any agreement with its end customers that purports to impose on Tayana any penalty clause, service credit obligation, liquidated damages provision, or performance guarantee. Any such provision that purports to flow down to Tayana is void and unenforceable against Tayana. VAR shall indemnify Tayana for any loss or liability arising from a flow-down obligation VAR created without Tayana's written consent.
22.7 VAR Payment Obligation: VAR's obligation to pay Tayana is unconditional and not contingent on VAR receiving payment from its own end customers. VAR shall pay Tayana in full regardless of any dispute, payment failure, or default by VAR's end customer.
22.8 Accurate Representation: VAR shall not make any representation to its end customers regarding the performance, capabilities, or specifications of Tayana's Services or deliverables that exceeds what Tayana has documented or committed to in writing. VAR shall indemnify Tayana for any claim arising from an unauthorized or inaccurate representation made by VAR to its end customers.
22.9 Applicability of Part B: Part B applies where Client engages Tayana directly as an end customer to obtain Services or deliverables for Client's own internal business purposes and does not resell or redistribute those Services or deliverables to third parties.
22.10 Internal Use: Unless otherwise agreed in writing, all deliverables provided to an end client under this Agreement are licensed for that Client's own internal business use only. End clients may not resell, sublicense, or distribute Tayana's deliverables to third parties without Tayana's prior written consent.
22.11 Cooperation Obligations for Project-Based Work: For Services delivered under a SOW, Client shall: (a) designate an authorized project contact with authority to make binding decisions on Client's behalf throughout the engagement; (b) provide Tayana with timely access to systems, environments, data, and personnel reasonably required to perform the Services; (c) respond to Tayana's requests, approvals, and queries within the timeframes specified in the applicable SOW or, where not specified, within five (5) business days; and (d) provide accurate, complete, and lawful requirements, specifications, and background information necessary for Tayana to perform the Services.
22.12 Client-Caused Delays: If Client fails to meet its cooperation obligations under Section 22.11 and such failure affects Tayana's ability to deliver on schedule or increases Tayana's costs, Tayana shall notify Client in writing. Tayana shall be excused from performance until the failure is cured. Any additional costs or timeline extensions resulting from Client's failure shall be reflected in a written change order and charged to Client.
22.13 Data Accuracy: Client is solely responsible for the accuracy, completeness, and lawfulness of all data, content, and materials provided to Tayana in connection with the Services. Tayana is not required to verify Client-provided data and shall not be liable for any deficiency in deliverables caused by inaccurate, incomplete, or unlawfully obtained information provided by Client.
23.1 Neither party may assign any rights or delegate any obligations created by this Master Agreement without the prior written consent of the other party, and any assignment in violation of this Section is void. Notwithstanding the foregoing, either party may assign this Master Agreement in its entirety, without the other party's consent, to a successor in interest by way of merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity, provided that the assignee agrees in writing to be bound by this Agreement and the assigning party gives written notice within thirty (30) days after the assignment. Tayana may also assign or novate this Agreement, in whole or in part, to any affiliate under common control with Tayana without Client's consent. This Master Agreement shall be binding upon the heirs, successors, legal representatives and permitted assigns of the parties.
24.1 Neither party hereto shall be considered in default in the performance of any obligation hereunder, except the obligation to make payment, to the extent that the performance of such obligation is prevented or delayed by fire, flood, explosion, strike, war, insurrection, embargo, government requirement, civil or military authority, acts of terrorism, act of God, or any other event, occurrence or condition which is not caused, in whole or in part, by that party, and which is beyond the reasonable control of that party. The parties shall take reasonable action to minimize the effects of any such event, occurrence or condition.
24.2 AI Vendor Changes: Third-party AI platforms may change their policies, features, pricing, or availability at any time. Such changes shall not constitute a breach by Tayana, and Tayana shall have no liability for resulting service interruptions or increased costs. Tayana does not monitor vendor updates and has no obligation to notify Client of platform changes. Client acknowledges that AI deliverables may require updates due to vendor changes. Any such modifications shall be treated as new Services subject to Tayana's then-current rates and require a separate work order.
25.1 If any provision of this Master Agreement is found invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remainder of this Master Agreement shall continue in full force and effect.
25.2 If any AI-specific limitation or disclaimer is found unenforceable, the parties agree that the court or arbitrator shall reform the provision to the maximum extent permissible under law, rather than voiding it entirely.
26.1 Neither party's delay or failure in enforcing any right or remedy afforded hereunder or by law shall prejudice or operate to waive that right or remedy or any other right or remedy which it shall have available; nor shall any such failure or delay operate to waive either party's rights to any remedies due to a future breach of this Master Agreement, whether of a like or different character.
27.1 Subject to Section 27.3, this Master Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous agreements or understandings, whether oral or written, other than any existing agreements identified under Section 3.1.
27.2 No modification or waiver of this Master Agreement shall be valid or binding unless Tayana posts the updated version to www.erpagent.ai/legal/agreements with notice as set forth in Article 27.3. Where a SOW is in effect between the parties, modifications to that SOW require written agreement by authorized representatives of both parties.
27.3 Order of Precedence and Acceptance:
Where Tayana and Client have separately executed a written Master Services Agreement or Master Agreement signed by authorized representatives of both parties, that signed agreement governs the relationship between the parties and takes precedence over this Agreement in the event of any conflict.
Where no such separately signed agreement is in effect, this Agreement, as published at www.erpagent.ai/legal/agreements, governs all Services provided by Tayana to Client.
By engaging Tayana in any of the following ways without a separately executed written agreement, Client confirms that it has had the opportunity to read this Agreement and agrees to be bound by its terms as in effect at the time of that engagement: (a) submitting or approving a request for Services, proposal, Statement of Work, or purchase order; (b) making any payment to Tayana; (c) receiving or using any Services or deliverables from Tayana; or (d) responding to any communication from Tayana that references or initiates a Service engagement.
Tayana may update this Agreement from time to time by posting the revised version to the above URL. Tayana will make reasonable efforts to notify existing clients of material changes by email. Continued use of Tayana's Services after the posting date of a revised version constitutes acceptance of the updated terms. Clients who do not agree to a material change must notify Tayana in writing within thirty (30) days of the update notice, in which case the prior version of this Agreement shall continue to govern any in-progress engagements until their completion.
28.1 Each party agrees that it has had the opportunity to review this Master Agreement with the assistance of legal counsel. Accordingly, the rule of construction that any ambiguity in this Agreement is to be construed against the drafting party shall not apply.
29.1 The headings in this Master Agreement are intended for convenience only. They shall neither be considered part of the written understanding between the parties nor affect the construction of the Master Agreement.
30.1 Any notice required or permitted by this Master Agreement shall be in writing and shall be deemed sufficient upon receipt when delivered personally or by courier or overnight delivery service, three (3) business days after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, or on the next business day after transmission when sent by email to the address most recently designated in writing by the receiving party, provided the sender does not receive a delivery failure notification. Either party may change its address by giving written notice to the other party in accordance with this Article. Notices to Tayana shall be addressed to: Tayana Holdings LLC, AFC Towers, 3343 Peachtree Road NE, Suite 145, Atlanta, GA 30326, USA, with a copy to sales@erpaiagent.com. Notices to Client may be sent to the email address Client used to engage Tayana or to the address stated in the applicable SOW or Case.
30.2 Notice of any update to this Agreement under Section 27.3 may be given by email or by posting the revised version at the URL stated in Section 27.3.
31.1 Unless otherwise specifically provided, the rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute or otherwise.
32.1 This Agreement binds Client through any of the following acts: using Tayana's Services; submitting a request, proposal acceptance, or purchase order for Services; or making any payment to Tayana. Statements of Work issued under this Agreement may be documented in writing, by email authorization, or through Tayana's Case Management System.
32.2 Third-Party Beneficiaries: Tayana's Affiliates, subcontractors, licensors, officers, directors, employees, and agents are intended third-party beneficiaries of Articles 10, 13, 14, and 15 and may enforce those Articles directly. Except as stated in this Section, this Agreement is made solely for the benefit of Tayana and Client, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
33.1 The provisions contained in Articles 2, 8, 9, 10, 11, 13, 14, 15, 16, 17, 19, 21, 22, 25, 30, 31, and 32 of this Master Services Agreement, together with Sections 3.4, 4.5, 4.6, and 7.6, shall survive its termination or expiration and remain enforceable thereafter.
