Murray Customer Agreement
Order Form
Agreement effective dateToday
ProviderSide Quest Group LLC
Customer legal entityComplete Business & brand first
Customer DBA / franchiseSir Grout of Minneapolis
Billing contactComplete Contacts or Billing first
Launch approverComplete Contacts first
Primary territoryMinneapolis, MN
Governing MSA versionMurray Customer Agreement dated Today
SignerComplete e-signature first
Signer titleOwner
Subscription
- Product: Murray follow-up, review, referral, and tenant operations platform.
- Early adopter pilot subscription:
$200/month.
- Standard subscription after early adopter period:
to be confirmed in writing before any price change.
- Additional customer-facing operator identity:
$99/month per operator.
- Included tenant mailbox: one dedicated Google Workspace user, if approved by Provider and configured for the tenant.
- Payment processor: Stripe.
- Billing frequency: monthly in advance.
- Early adopter price review date:
to be confirmed in writing before any price change.
- Auto-renewal: month-to-month after the initial term unless either party terminates under the Agreement.
- Taxes: Customer is responsible for applicable taxes unless exempt.
Launch Dependencies
The Service will not go live for customer messaging until Provider confirms:
- Tenant configuration is complete.
- Required credentials were received through an approved secure channel.
- Customer provided accurate business, franchise, territory, and sender data.
- SMS A2P 10DLC, opt-in proof, privacy policy URL, and terms URL are present where required.
- Customer approved templates, sender identities, and launch controls.
- Provider received explicit production launch approval from its operator.
Provider is not responsible for launch delay caused by missing customer data, vendor approval delay, carrier approval delay, franchise approval delay, payment failure, or incomplete third-party credentials.
Master Subscription Agreement
This Master Subscription Agreement is entered into by and between Side Quest Group LLC and Customer legal entity as of the effective date.
1. Definitions
"Authorized User" means Customer personnel or approved contractors who are authorized to access the Service.
"Customer Data" means data, content, contacts, leads, quotes, service records, messages, reviews, credentials metadata, and other information submitted to the Service by or on behalf of Customer.
"End Customer" means a homeowner, prospect, lead, customer, reviewer, referral source, or other person contacted or managed by Customer through the Service.
"Service" means Murray's hosted software, AI-assisted workflows, dashboards, customer-facing pages, message orchestration, review/referral flows, onboarding tools, and related support services described in an Order Form.
"Third-Party Services" means services outside Provider's control, including Twilio, Google Workspace, Stripe, Vonigo, OpenAI or other model providers, hosting providers, SMS carriers, email providers, review platforms, and franchise-system tools.
2. Access and Use
Provider grants Customer a limited, non-exclusive, non-transferable right to use the Service during the subscription term for Customer's own business operations in the territory and scope stated in the Order Form.
Customer may not resell, sublicense, reverse engineer, scrape, benchmark for a competitive purpose, copy the Service, bypass usage limits, or use the Service for any business other than the approved tenant without Provider's written approval.
3. Onboarding Responsibilities
Customer must provide accurate and complete onboarding information, including legal business name, public brand identity, franchise authorization, territory, timezone, owner contact, billing contact, vendor access, Vonigo mapping details, customer communication preferences, privacy policy URL, terms URL, and SMS consent evidence.
Customer represents that it has the right to use all business names, franchise marks, logos, sender identities, domains, phone numbers, review links, customer lists, and operational data supplied to Provider.
Customer is solely responsible for obtaining and maintaining all approvals, licenses, consents, permissions, and authorizations required by any franchisor, brand owner, trademark owner, domain owner, vendor, platform, or other third party before Customer instructs Provider to use any name, logo, trademark, service mark, trade dress, slogan, domain, sender name, email identity, phone number, review profile, marketing copy, franchise designation, territory label, or other brand asset. Provider may rely on Customer's instructions and is not required to independently verify Customer's franchise agreement, brand manual, trademark license, co-branding rules, vendor restrictions, or territory rights.
Upon Provider's request, Customer will provide reasonable evidence that Customer is authorized to use the supplied brand assets and sender identities. Provider may remove, disable, replace, suspend, or refuse to use any name, mark, sender identity, copy, link, or asset if Provider reasonably believes it may create a franchise, trademark, brand, platform, regulatory, or third-party risk.
Customer will not provide secret values through email, SMS, chat, shared docs, or screenshots. Secrets must be provided only through the approved secure handoff channel.
4. Customer Responsibilities
Customer is responsible for:
- Its home service business, workmanship, estimates, invoices, pricing, warranties, customer disputes, emergency requests, and service delivery.
- The accuracy and legality of Customer Data.
- Maintaining all permissions and consents required to contact End Customers.
- Its Authorized Users and their account activity.
- Promptly reporting unauthorized account access or incorrect data.
- Reviewing and approving customer-facing templates, sender names, and launch settings before production use.
- Obtaining all franchise, brand, trademark, co-branding, domain, sender, territory, and vendor approvals required for Customer's use of the Service.
- Complying with laws, carrier rules, review platform rules, franchise rules, and Third-Party Service terms.
Provider is not a contractor, franchise operator, licensed trade provider, collection agency, legal advisor, tax advisor, or emergency response provider.
5. Communications Compliance
Customer is the legal sender of Customer messages unless an Order Form states otherwise. Customer must obtain, maintain, and prove all legally required consents before SMS, MMS, email, review, referral, or automated communications are sent.
Customer must not use the Service for cold outreach, purchased lists, unlawful telemarketing, deceptive review practices, spam, harassment, prohibited content, or communications to people who opted out.
Provider may suspend, throttle, disable, or refuse any message, workflow, template, tenant, number, sender identity, or campaign if Provider reasonably believes it may violate law, carrier requirements, review platform rules, Third-Party Service terms, or this Agreement.
6. AI-Assisted Workflows
The Service may use AI-assisted drafting, classification, routing, scoring, or recommendation features. AI output may be incomplete, incorrect, delayed, or inappropriate for a specific customer situation.
Customer remains responsible for business decisions, customer communications, quote terms, service promises, review responses, and any customer-facing action. Provider does not guarantee that AI output will increase revenue, conversion, reviews, referrals, customer satisfaction, or payment collection.
7. Third-Party Services
The Service depends on Third-Party Services. Customer authorizes Provider to connect to approved Third-Party Services using credentials or access grants provided by Customer.
Provider is not liable for downtime, rate limits, data errors, policy changes, approval delays, account suspensions, carrier filtering, email deliverability, review platform moderation, billing processor actions, or API changes caused by Third-Party Services.
Customer must comply with all applicable Third-Party Service terms. Customer is responsible for third-party fees unless the Order Form states that a fee is included.
8. Fees, Payment, Taxes, and Suspension
Fees are due in advance unless the Order Form states otherwise. Payment is made through Stripe or another approved payment processor. Customer authorizes recurring charges for subscription fees, add-on fees, pass-through charges, taxes, and other amounts stated in an Order Form.
Fees are non-refundable except as required by law or expressly stated in an Order Form. Customer is responsible for chargebacks, payment disputes, taxes, and collection costs caused by Customer's failure to pay.
If payment fails, Provider may give a grace period stated in the Order Form. After the grace period, Provider may suspend customer messaging, automations, write-back integrations, and other paid features while preserving reasonable read-only admin access where practical.
Provider may change fees with at least 30 days notice, unless the change is caused by new taxes, telecom fees, carrier fees, third-party fees, or regulatory costs.
9. Data Rights
Customer owns Customer Data. Customer grants Provider a license to host, copy, process, transmit, analyze, display, and use Customer Data as needed to provide, secure, support, improve, and operate the Service.
Provider may use aggregated, anonymized, or de-identified data to improve the Service, generate benchmarks, diagnose reliability, and develop product features, provided the data does not identify Customer or End Customers.
Upon termination, Customer may request export of available Customer Data within 30 days. Provider may retain backups, audit logs, billing records, security records, compliance records, and records required by law or legitimate business needs.
10. Security and Confidentiality
Each party will protect the other party's Confidential Information with reasonable care and at least the care it uses for its own similar information. Confidential Information includes non-public business, technical, financial, security, pricing, credential, customer, and product information.
Provider will maintain reasonable administrative, technical, and organizational safeguards for the Service. Customer must secure its accounts, devices, mailbox access, payment accounts, API credentials, and Authorized User activity.
Provider will notify Customer without undue delay after confirming a security incident that materially affects Customer Data, subject to law enforcement, third-party investigation, and remediation constraints.
11. Privacy and Data Protection
Customer is the business, controller, or equivalent decision-maker for Customer Data. Provider acts as service provider, processor, or equivalent vendor when processing Customer Data on Customer's behalf, unless otherwise stated.
Customer must provide all legally required privacy notices, consent language, terms, and opt-out mechanisms to End Customers. Customer must not provide data to Provider if Customer lacks the right to do so.
Provider will not sell Customer Data. Provider will not use Customer Data for cross-context behavioral advertising unless expressly agreed in writing.
12. Intellectual Property
Provider owns the Service, software, workflows, templates, documentation, onboarding agent, configuration patterns, product design, model prompts, analytics methods, improvements, and other Provider technology.
Customer owns its brand assets, Customer Data, and customer-specific content. Customer grants Provider the rights needed to configure, display, and use those assets to provide the Service.
Customer grants Provider a perpetual, irrevocable, royalty-free license to use feedback, suggestions, and ideas to improve the Service without restriction.
13. Review, Referral, and Reputation Rules
Customer must not use the Service to create fake reviews, buy positive reviews, discourage negative reviews, suppress reviews deceptively, ask only satisfied customers for reviews if that creates review gating, or pressure customers to change or remove truthful reviews.
Customer must disclose incentives where required and must not condition any incentive on positive or negative sentiment. Customer must follow review platform rules, FTC rules, franchise rules, and applicable advertising law.
Provider may disable review, referral, gifting, or reputation workflows if they create legal, platform, or brand risk.
14. Disclaimers
The Service is provided "as is" and "as available" to the maximum extent permitted by law. Provider disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, deliverability, revenue performance, review volume, conversion rate, or compatibility with every third-party system.
Provider does not guarantee carrier approval, A2P 10DLC approval, SMS delivery, email inbox placement, review platform publication, search ranking, Vonigo API availability, or any specific business result.
15. Indemnification
Customer will defend, indemnify, and hold harmless Provider, its owners, employees, contractors, affiliates, and agents from claims, losses, fines, penalties, damages, costs, and attorney fees arising from:
- Customer Data.
- Customer's business operations, services, estimates, invoices, warranties, or customer disputes.
- Customer's violation of law, franchise rules, review platform rules, telecom rules, payment rules, or Third-Party Service terms.
- Customer's lack of consent or authorization to contact End Customers.
- Customer's sender identities, domains, trademarks, logos, phone numbers, or franchise marks.
- Any claim by a franchisor, brand owner, trademark owner, vendor, platform, territory owner, or other third party alleging that Customer lacked authority to use or authorize Provider to use any supplied name, logo, mark, domain, sender identity, review profile, customer list, territory, template, or customer-facing content.
- Customer's misuse of the Service or violation of this Agreement.
- Customer's Authorized Users.
Provider will defend Customer against a third-party claim alleging that the unmodified Service directly infringes a U.S. copyright or trademark, provided Customer promptly notifies Provider, gives Provider control of the defense, and reasonably cooperates. Provider's obligations do not apply to claims arising from Customer Data, Customer instructions, Third-Party Services, modifications, or use outside this Agreement.
16. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, punitive, lost profit, lost revenue, lost goodwill, lost data, business interruption, or replacement service damages, even if advised that such damages are possible.
Provider's total aggregate liability for all claims arising out of or relating to the Agreement will not exceed the greater of the fees Customer paid to Provider in the three months before the event giving rise to liability or $500.
The liability cap does not limit Customer's payment obligations, Customer's indemnification obligations, Customer's misuse of the Service, Customer's violation of communications law, or either party's liability that cannot be limited by law.
17. Term, Renewal, and Termination
The Agreement begins on the effective date and continues for the term stated in the Order Form. Unless the Order Form says otherwise, the subscription renews month-to-month until either party cancels.
Either party may terminate for material breach if the breach is not cured within 15 days after written notice. Provider may terminate or suspend immediately for payment failure, security risk, legal risk, carrier risk, fraud, abusive use, third-party account suspension, or use that may harm Provider, Customer, End Customers, or other tenants.
Upon termination, Customer must stop using the Service and pay all outstanding fees. Sections intended to survive will survive, including confidentiality, payment, data retention, intellectual property, disclaimers, indemnity, limitation of liability, dispute resolution, and general terms.
18. Changes to Terms
Provider may update online terms or policies with at least 30 days notice for material adverse changes, unless shorter notice is needed for legal, security, telecom, carrier, third-party provider, or emergency reasons. Continued use after the effective date means Customer accepts the updated terms.
19. Dispute Resolution
The Agreement is governed by the laws of the State of Florida, without regard to conflict of law rules.
Before filing a claim, the parties will try in good faith to resolve the dispute through executive escalation for at least 30 days.
Any unresolved dispute will be resolved by binding individual arbitration in Palm Beach County, Florida, or by remote video proceeding if the arbitrator allows. Each party waives jury trial and class action participation to the maximum extent permitted by law.
Either party may seek injunctive relief in court for misuse of intellectual property, unauthorized access, confidentiality breach, or security risk.
20. General
Neither party is liable for delay or failure caused by events beyond reasonable control, including carrier failures, internet failures, vendor outages, government action, labor disruption, natural disaster, war, terrorism, cyber incidents, or power failures.
Customer may not assign the Agreement without Provider's written consent. Provider may assign the Agreement to an affiliate, successor, acquirer, or in connection with a merger, acquisition, sale of assets, or financing.
The Agreement, Order Form, and addenda are the entire agreement between the parties. If there is a conflict, the Order Form controls first, then this MSA, then addenda, then online policies, unless a document expressly says otherwise.
Messaging and Reviews Compliance Addendum
A. Sender of Record
Customer is the sender of record for SMS, email, review, referral, and customer communications sent for Customer's business. Customer authorizes Provider to act as Customer's technical service provider and message processor.
B. Consent Requirements
Customer must collect and retain proof of consent before messaging End Customers. Transactional or customer-care messages require appropriate consent. Marketing, promotional, referral, and win-back messages require express written consent where applicable.
Consent records should include source, timestamp, phone number or email, consent language, privacy policy URL, terms URL, IP address where available, form URL where available, and opt-in proof artifacts.
C. Opt-Out and Help
Customer must honor STOP, UNSUBSCRIBE, CANCEL, END, QUIT, and other standard opt-out signals. After opt-out, only one confirmation message may be sent unless the person later gives new consent.
Messages must identify the sender where required and include HELP and STOP language where required by law, carrier rules, or campaign registration.
D. A2P 10DLC
Customer must provide accurate business registration information, EIN or tax ID through a secure channel, opt-in proof, privacy policy URL, terms URL, sample messages, message flow, and any carrier-required information.
No U.S. 10DLC production SMS launch occurs until the required registration path is selected and Provider approves the launch gate.
E. Sending Hours
Customer agrees that SMS sending windows must be based on recipient local time where practical. Murray's default conservative sending window is 9:00 AM to 8:00 PM recipient local time unless stricter law, carrier rule, franchise rule, or Customer instruction applies.
F. Prohibited Messaging
Customer may not send unlawful, deceptive, harassing, abusive, adult, hate, phishing, malware, high-risk financial, illegal substance, firearm, gambling, political, or other prohibited content through the Service.
Customer may not message purchased lists, scraped contacts, opt-outs, minors where prohibited, or people without a valid business purpose and consent.
G. Reviews and Referrals
Customer must not buy reviews conditioned on sentiment, create fake reviews, use insider reviews without clear disclosures, suppress negative reviews deceptively, or ask Provider to generate false review content.
Referral workflows must comply with advertising, privacy, consent, franchise, and incentive disclosure rules.
H. Compliance Records
Provider may keep audit records of message approvals, templates, sender identities, opt-out events, campaign settings, launch gates, and compliance decisions.
Customer must cooperate with carrier, platform, regulator, vendor, or Provider requests related to consent, message content, complaints, opt-outs, or compliance review.
Data Processing and Security Addendum
Provider will process Customer Data only to provide, secure, support, and improve the Service, comply with law, prevent abuse, enforce agreements, and as otherwise instructed by Customer.
Provider may use sub-processors and Third-Party Services needed to operate the Service. Provider remains responsible for its own obligations under this Agreement, but not for independent acts of Third-Party Services outside Provider's reasonable control.
Customer authorizes transfers and processing in the United States unless an Order Form states otherwise.
Provider will delete or return Customer Data after termination upon Customer's written request, subject to backups, audit logs, billing records, legal retention, security records, and technical feasibility.
Acceptable Use Policy
Customer and Authorized Users must not:
- Violate law, regulation, carrier rules, review platform rules, or franchise obligations.
- Send spam, cold outreach, deceptive messages, illegal content, or prohibited content.
- Attempt unauthorized access to the Service or another tenant.
- Interfere with Service integrity, security, rate limits, monitoring, or infrastructure.
- Upload malware or harmful code.
- Misrepresent identity, consent, sender authority, or business authorization.
- Use the Service to compete with Provider or build a similar product.
- Use the Service for emergency dispatch or life-safety communications.
- Store or transmit sensitive data not required for the approved workflows, including payment card numbers, medical data, social security numbers, or government IDs, unless Provider expressly approves in writing.
Provider may suspend any activity that violates this policy.
Electronic Signature Consent
Customer agrees that the Agreement, Order Form, addenda, notices, payment authorization, and related records may be created, presented, signed, stored, and delivered electronically.
Customer agrees that electronic signatures, click acceptance, typed names, checkbox consent, and signature platform records are intended to authenticate the signer and bind Customer to the same extent as a handwritten signature.
The signer represents that they are authorized to bind Customer. Customer should retain a copy of the executed packet.
The e-signature step captures signer full name, signer title, signature date, electronic signature consent, and the submission timestamp.
