Callbase Buyer Master Service Agreement
Effective Date: the date Buyer accepts this Agreement electronically via the Callbase platform.
This Master Service Agreement (“Agreement”) is entered into by and between:
Onboard Intent LLC, dba Callbase
3472 Research Parkway #8111 Ste 104
Colorado Springs, CO 80920
(“Callbase” or “Provider”)
and the individual or entity identified in Buyer’s Callbase account profile (“Buyer” or “Client”).
Collectively the “Parties” and individually a “Party.”
1. Purpose
This Agreement establishes the terms under which Callbase will provide inbound call generation and brokering services (“Services”) to Buyer. Specific campaign details (vertical, source, call type, minimum duration, daily cap, geographic targeting, and per-call price) are captured when Buyer orders a campaign through the Callbase platform; each accepted campaign order constitutes a Statement of Work (“SOW”) under and incorporated into this Agreement.
2. Services
2.1 Scope. Callbase shall generate and broker inbound phone calls (“Calls”) to Buyer in accordance with each SOW. All Calls MUST be routed through Callbase’s approved call tracking and routing platform (currently Retreaver). Direct routing of Calls to phone numbers, SIP trunks, or any non-approved platform is strictly prohibited and constitutes a material breach.
2.2 Performance Standards. Callbase will use commercially reasonable efforts to deliver Calls meeting the criteria of the applicable SOW.
2.3 Billable Call Definition. A “billable Call” is a completed inbound Call that:
(a) meets the targeting criteria of the SOW;
(b) routes through the approved platform;
(c) reaches Buyer’s designated transfer number or IVR;
(d) meets the minimum duration specified in the SOW;
(e) is not a duplicate, test, or fraudulent Call as defined in Section 13.
2.4 SOW Execution. An SOW becomes binding when Buyer places a campaign order through the Callbase platform and Callbase activates it. Changes to an active SOW must be mutually agreed in writing (in-platform messages and emails qualify).
2.5 Compliance. Callbase warrants the Services comply with the TCPA and FCC regulations, applicable state telemarketing and privacy laws, Do-Not-Call registry requirements, and applicable data-protection laws (including CCPA and, where applicable, GDPR). All Calls include the consent disclosures required by applicable jurisdiction.
2.6 Call Recording and Consent. Calls may be recorded for quality assurance and dispute resolution. Callbase warrants that all recordings include the consent disclosures required by applicable one- or two-party consent law.
2.7 Fraud Prevention. Callbase implements industry-standard fraud-detection measures including duplicate-call detection, velocity checks, caller-ID spoofing detection, bot/automated-call detection, geographic anomaly detection, and real-time pattern monitoring.
3. Term and Termination
3.1 Term. This Agreement begins on the Effective Date and continues until terminated.
3.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW with fifteen (15) days’ written notice.
3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches and fails to cure within fifteen (15) days of notice.
3.3.1 Immediate Termination Without Cure Period. Callbase may terminate immediately if Buyer (a) engages in or attempts fraud against Callbase, (b) routes Calls outside the approved platform, (c) violates TCPA / FCC / other compliance obligations, (d) fails to pay invoices more than thirty (30) days past due, (e) manipulates Call data or dispute records, or (f) engages in any illegal activity related to the Services.
3.3.2 Suspension Pending Investigation. Callbase may immediately suspend Services pending investigation of suspected fraud, compliance violations, or material breach. Buyer remains liable for Calls already delivered. Suspension shall not exceed thirty (30) days unless legal proceedings are initiated.
3.4 Effect of Termination. Upon termination: (a) Buyer pays for all Services rendered through the termination date; (b) Buyer pays for all Calls delivered but not yet invoiced; (c) Callbase ceases Services within twenty-four (24) hours; (d) each Party returns or destroys the other’s Confidential Information; (e) Sections 4, 6, 7, 9, 10, 11, and 12 survive termination.
4. Payment Terms
4.1 Fees. Buyer shall pay Callbase the per-call fee shown for each campaign at the time of order. All fees are non-refundable except as expressly provided herein (e.g., fraudulent Calls, duplicates, or Calls not meeting SOW specifications).
4.2 Invoicing & Payment. Callbase invoices weekly via email. Invoices are due NET 7 days from invoice date. Partial payments are not accepted.
4.3 Payment Method. Buyer authorizes Callbase to charge the payment method on file in Buyer’s Callbase account for any amounts due. Buyer is responsible for keeping the payment method current.
4.4 Late Payments. Late payments accrue interest at 0.75% per week or the maximum rate permitted by applicable law, whichever is lower. Callbase may additionally (a) suspend Services until paid, (b) require prepayment or deposit for future Services, and (c) pursue collection action including attorney fees and court costs.
4.5 Tracking Billable Calls. Callbase will provide Buyer with collaborator access to the approved tracking platform once campaign setup is complete. Billable Calls are tracked solely under Callbase’s dialer account; Buyer may request supporting reports.
4.5.1 Direct Routing Prohibition. Buyer shall NOT route Calls to any phone number, SIP trunk, or system outside the approved platform. Calls routed outside the approved platform are (a) a material breach, (b) subject to immediate termination without cure, and (c) may result in suspension of all Services.
4.6 Returned Calls. Call qualities outside Callbase’s control (caller age, income, insured status, employment) are not considered when determining billable Calls. Call qualities within Callbase’s control include geographic targeting, Call duration, Call completion, caller-ID accuracy, and SOW compliance. Buyers are encouraged to qualify Calls before the billable duration is reached.
4.6.1 Call Rejection Process. (a) Buyer must report rejected Calls within twenty-four (24) hours of receipt; (b) the rejection must include a specific reason and supporting documentation; (c) Callbase reviews within forty-eight (48) hours; (d) valid rejections receive credit or a replacement Call; (e) invalid rejections remain billable; (f) Calls not reported within twenty-four (24) hours are deemed accepted and billable.
4.7 Invoice Disputes. Buyer must notify Callbase of any invoice dispute within seven (7) days of receipt, or the invoice is deemed accepted. Disputes must identify specific line items, include supporting documentation, and propose a resolution. Callbase responds within seven (7) business days.
4.7.1 Chargebacks. Buyer shall not initiate chargebacks or payment reversals without first using the dispute process in Section 4.7. A chargeback initiated without prior notice will result in (a) immediate suspension, (b) prepayment requirement for future Services, (c) potential termination, and (d) Buyer liability for chargeback fees and legal costs.
4.8 Prepayment and Deposits. For new Buyers or Buyers with payment-history issues, Callbase may require prepayment, a deposit equal to fifteen (15) days of estimated Services, or increased payment frequency (daily vs. weekly).
5. Responsibilities
5.1 Callbase Responsibilities. (a) Generate Calls per SOW; (b) route all Calls through the approved platform; (c) provide reporting on request; (d) comply with TCPA, FCC, and state telemarketing law; (e) implement fraud detection; (f) maintain Call quality per SOW; (g) provide 24/7 technical monitoring; (h) respond to support requests within twenty-four (24) hours; (i) maintain detailed Call records for audit and dispute.
5.2 Buyer Responsibilities. (a) Provide accurate campaign specifications; (b) accept and handle Calls timely and professionally; (c) pay invoices in full and on time; (d) provide and maintain access to the approved platform; (e) NOT route Calls outside the approved platform; (f) maintain adequate phone infrastructure to receive Calls without excessive voicemail or drops; (g) notify Callbase of technical issues within twenty-four (24) hours; (h) comply with all applicable consumer-protection laws in handling Calls; (i) maintain accurate records of Call handling; (j) not engage in fraud or misrepresentation; (k) maintain accurate accounting contact information.
5.3 Buyer Non-Compliance. If Buyer fails to meet its responsibilities, Callbase may (a) suspend Services pending resolution, (b) require corrective action, (c) terminate if non-compliance continues, or (d) pursue collection for any damages.
6. Confidentiality
6.1 Definition. “Confidential Information” means all non-public information disclosed by one Party to the other, including business plans, pricing, customer data and Call records, proprietary methods, marketing strategies, and technical infrastructure.
6.1.1 Exclusions. Confidential Information does not include information that (a) is publicly available through no breach hereof, (b) was rightfully known prior to disclosure, (c) is independently developed without use of Confidential Information, or (d) is required to be disclosed by law or court order.
6.2 Obligations. Each Party shall protect the other’s Confidential Information with the same degree of care it uses for its own (and no less than reasonable care) and shall not disclose it to third parties without prior written consent, except as required by law or to enforce this Agreement.
6.3 Duration. Confidentiality obligations survive for one (1) year following termination.
6.4 Return. Upon termination, each Party returns or certifies destruction of all Confidential Information within thirty (30) days.
7. Intellectual Property
7.1 Ownership. Callbase retains ownership of its proprietary tools, methods, technologies, and processes used to provide the Services, including Call-generation algorithms, fraud-detection systems, and reporting platforms. Buyer retains ownership of materials it provides to Callbase and all data related to Calls received by Buyer.
7.2 License. Callbase grants Buyer a non-exclusive, non-transferable, non-sublicensable license to use deliverables (reports, data, recordings) solely for the purposes of the SOW and for Buyer’s internal business purposes.
7.3 Buyer Data. Buyer retains all rights to data generated from Calls received (lead info, conversion data). Callbase may use anonymized, aggregated Call data for quality assurance, fraud detection, and service improvement.
7.4 Restrictions. Buyer shall not (a) reverse-engineer Callbase’s proprietary methods, (b) share Callbase’s proprietary information with competitors, or (c) attempt to replicate Callbase’s Call-generation or routing systems.
8. Warranties and Disclaimers
8.1 Callbase Warranties. Callbase warrants that (a) Services are performed in a professional manner consistent with industry standards; (b) all Calls comply with TCPA, FCC, and applicable state regulations; (c) all Calls are routed through approved platforms; (d) Callbase has the right to provide the Services; (e) the Services do not infringe third-party intellectual property rights; (f) Callbase maintains reasonable security measures to protect Buyer data; (g) Call data and records are accurate and complete.
8.2 Buyer Warranties. Buyer warrants that (a) it has authority to enter this Agreement; (b) it will comply with all applicable laws in handling Calls; (c) it will not engage in fraud or illegal activity; (d) it will use Calls only for lawful purposes; (e) it will maintain adequate infrastructure to receive Calls.
8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, CALLBASE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Callbase does not warrant that (a) Calls will result in conversions or sales, (b) Calls will meet Buyer’s specific expectations, (c) Services will be uninterrupted or error-free, or (d) all Calls will be of equal quality.
8.4 Warranty Disclaimer Limitations. The disclaimers in Section 8.3 do not apply to (a) Callbase’s breach of express warranties in Section 8.1, (b) Callbase’s violation of applicable law, (c) Callbase’s gross negligence or willful misconduct, or (d) Callbase’s indemnification obligations under Section 10.
9. Limitation of Liability
9.1 Limitation. EXCEPT AS PROVIDED IN SECTION 9.2, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR LOST-PROFITS DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Exceptions. Section 9.1 does not apply to (a) indemnification under Section 10, (b) breach of confidentiality, (c) violation of intellectual property rights, (d) gross negligence or willful misconduct, (e) fraud or intentional misrepresentation, or (f) Buyer’s payment obligations.
9.3 Cap. (a) Callbase’s total liability shall not exceed the amounts paid by Buyer under the applicable SOW in the three (3) months preceding the claim. (b) Buyer’s total liability to Callbase is not capped and may include all unpaid invoices, chargeback fees and payment-processor fees, fraud-related damages, legal and collection costs, and damages from breach of compliance obligations.
9.4 Sole Remedy. Except for indemnification and injunctive relief, the caps in Section 9.3 are the sole and exclusive remedy for any claim arising hereunder.
10. Indemnification
10.1 Callbase Indemnification. Callbase shall indemnify and hold Buyer harmless from third-party claims arising from (a) Callbase’s material breach hereof; (b) Callbase’s violation of applicable law (TCPA, FCC, state regulations) in providing the Services; (c) Callbase’s infringement of third-party IP; (d) Callbase’s gross negligence or willful misconduct; (e) Callbase’s fraud or intentional misrepresentation regarding the Services. Exclusions: Callbase is not liable where the claim arises from (i) Buyer’s misuse or mishandling of Calls, (ii) Buyer’s violation of law, (iii) Buyer’s failure to follow Callbase’s instructions or recommendations, or (iv) Buyer’s use of Calls for unlawful purposes.
10.2 Buyer Indemnification. Buyer shall indemnify, defend, and hold Callbase harmless from third-party claims arising from (a) Buyer’s material breach; (b) Buyer’s violation of applicable law in handling, processing, or following up on Calls; (c) Buyer’s use of Calls for unlawful purposes or in violation of consumer-protection laws; (d) Buyer’s fraud, misrepresentation, or illegal activity; (e) Buyer’s infringement of third-party IP; (f) Buyer’s failure to pay invoices or disputed payment claims; (g) Buyer’s chargeback or payment reversal claims initiated without following the Section 4.7 dispute process; (h) consumer claims related to Buyer’s handling, processing, or follow-up on Calls; (i) Buyer’s violation of TCPA, FCC, state telemarketing laws, or DNC registry requirements in handling Calls. Exclusions: Buyer is not liable where the claim arises from (i) Callbase’s provision of non-compliant Calls, (ii) Callbase’s violation of law in generating or routing Calls, (iii) Callbase’s failure to follow SOW specifications, or (iv) Callbase’s fraud or intentional misrepresentation.
10.3 Procedure. (a) The indemnified party shall promptly notify the indemnifying party (within ten (10) business days); (b) the indemnifying party controls defense and settlement; (c) the indemnified party cooperates at the indemnifying party’s expense; (d) the indemnified party shall not settle without the indemnifying party’s consent (not unreasonably withheld); (e) the indemnifying party pays all costs and reasonable attorney fees; (f) failure to promptly notify reduces the indemnifying party’s liability only to the extent of material prejudice.
10.4 Exclusive Remedy. Indemnification is the exclusive remedy for third-party claims covered by this Section 10, except for injunctive relief to prevent irreparable harm.
10.5 Fairness Principle. Both Parties acknowledge that indemnification obligations are designed to allocate risk fairly based on each Party’s control over the relevant activities.
11. Governing Law and Dispute Resolution
11.1 Governing Law. This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-law principles.
11.2 Dispute Resolution. Disputes shall be resolved through (a) good-faith negotiation within fifteen (15) days of written notice; then (b) escalation to senior management within fifteen (15) days; then (c) non-binding mediation in Denver, Colorado with shared mediator fees; then (d) binding arbitration administered by JAMS or AAA under their Commercial Arbitration Rules in Denver, Colorado before a single arbitrator with pay-per-call industry experience. Either Party may seek injunctive relief in court to prevent irreparable harm.
11.3 Attorney Fees. The prevailing party in any dispute-resolution proceeding is entitled to recover reasonable attorney fees and costs.
11.4 Venue. For any litigation, the Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Denver, Colorado.
11.5 Waiver of Jury Trial. Each Party waives any right to a jury trial in any litigation arising hereunder.
12. Miscellaneous
12.1 Entire Agreement. This Agreement, including all SOWs (campaign orders placed through the platform), constitutes the entire understanding between the Parties and supersedes all prior agreements, written or oral.
12.2 Amendments. This Agreement may be amended only in writing signed by both Parties. Callbase may post revised versions of this Agreement; continued use of the Services after notice of a revised version constitutes acceptance, provided that material changes require Buyer’s affirmative acceptance through the platform.
12.3 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except in a merger or acquisition. Attempted assignment without consent is void.
12.4 Force Majeure. Neither Party is liable for delays caused by events beyond its reasonable control (acts of God, war, terrorism, pandemics, government action). Force majeure does not excuse payment obligations.
12.5 Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.
12.6 Waiver. No waiver is effective unless in writing signed by the waiving Party. Waiver of one breach does not waive any other breach.
12.7 Notices. Notices to Callbase shall be sent to Onboard Intent LLC, 3472 Research Parkway #8111 Ste 104, Colorado Springs, CO 80920, email accounting@calltofic.net. Notices to Buyer shall be sent to the accounting contact and email on file in Buyer’s Callbase account. Notices must be delivered by hand, overnight courier, certified mail return receipt requested, or — for non-legal notices — email with read receipt.
12.8 Counterparts and Electronic Acceptance. This Agreement may be accepted electronically through the Callbase platform, and such electronic acceptance constitutes a binding signature.
12.9 Relationship. The Parties are independent contractors. Nothing herein creates a partnership, joint venture, or agency relationship.
12.10 Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their successors and permitted assigns. No third party has any rights hereunder.
12.11 Survival. Sections 4, 6, 7, 9, 10, 11, and 12 survive termination.
12.12 Compliance with Laws. Each Party shall comply with all applicable federal, state, and local laws and regulations in performing its obligations hereunder.
12.13 Data Protection. Callbase shall comply with all applicable data-protection laws, including CCPA and, where applicable, GDPR. Buyer ensures that all consumer data provided to Callbase is obtained lawfully and with proper consent.
12.14 Audit Rights. Callbase may audit Buyer’s use of the Services and compliance with this Agreement upon ten (10) days’ written notice, no more than once per calendar year (or more frequently if fraud is suspected).
13. Fraud Prevention and Detection
13.1 Fraud Definition. “Fraud” means any intentional misrepresentation, manipulation, or deception related to Calls, including duplicate Calls from the same source, bot or automated Calls, Calls with spoofed or invalid caller ID, Calls not meeting SOW specifications, Calls routed outside the approved platform, manipulation of Call data or records, or chargebacks/payment reversals without valid dispute.
13.2 Fraud Detection. Callbase implements industry-standard fraud detection including real-time velocity checks, duplicate-Call detection, caller-ID validation, bot detection, and pattern monitoring.
By clicking “I Agree,” Buyer acknowledges having read, understood, and accepted this Agreement and authorizes Callbase to charge the payment method on file in accordance with Section 4.