Master Service Agreement
ROCKY MOUNTAIN AUTOMATION AI LLC
Managed Operations, Website Infrastructure & Voice Platform Agreement
(MASTER SERVICES AGREEMENT)
Governed under the laws of the State of Colorado | Effective Date: The effective date stated in the applicable Service Order Form.
This Managed Operations, Website Infrastructure & Voice Platform Agreement ("Agreement") is entered into as of the Effective Date by and between Rocky Mountain Automation AI LLC ("Company," "we," or "us"), and the client identified in the applicable Service Order Form ("Client" or "you") Company and Client are each a "Party" and together the "Parties."
"Standard Business Hours" means 9:00 a.m. to 5:00 p.m. Mountain Time, Monday through Friday, excluding Company-observed holidays.
"Business Day" means any day on which Standard Business Hours apply — Monday through Friday, excluding Company-observed holidays.
1. SERVICES & SCOPE OF ENGAGEMENT
Company provides Client with a managed operations, website infrastructure, workflow automation, and voice platform (the "Service")
comprising custom web architecture, inbound lead capture, automated front-office triage, messaging channels, paid advertising
management, and AI voice reception on Client's behalf. The Service utilizes proprietary logic, custom prompt engineering structures, and
third-party AI, telephony, messaging, advertising networks, and CRM platforms configured and managed by Company.
1.1 Service Order Forms; Scope of Engagement
Company provides managed operations, website infrastructure, workflow automation, and voice platform services as specified in one or
more Service Order Forms executed by the Parties from time to time under this Agreement (each, a "Service Order Form" or "SOF"). Each
SOF will identify, as applicable, the website build and managed hosting infrastructure package, service tier and feature selections, paid
advertising management scope, monthly usage allowances, applicable setup and recurring fees, and any other deliverables specific to that
engagement.
Each executed Service Order Form is incorporated into and made a part of this Agreement by reference. No Service is provided except
pursuant to an executed SOF, and this Agreement establishes the governing terms and conditions applicable to all Services provided under
any SOF.
In the event of an express conflict between a Service Order Form and this Agreement, the Service Order Form controls solely as to pricing,
payment schedules, specific deliverables, service tier and feature allowances, and other contracted terms specific to that engagement. All
other terms of this Agreement — including without limitation all governing law, dispute resolution, indemnification, intellectual property,
confidentiality, liability limitation, and compliance provisions — remain in full force and effect and are not modified, superseded, or diminished
by any Service Order Form, regardless of any language in a Service Order Form purporting to do so, unless made by written amendment
executed by both Parties under Section 19.1.
Scope of Managed Website Retainer. Where Client's SOF includes a Website Build & Managed Hosting Infrastructure package, the recurring
monthly retainer stated in the SOF includes A2P 10DLC legal compliance hosting, lead integration maintenance, the monthly content-edit
allowance stated in the SOF (edits strictly cover existing copy, hours, pricing text, and photos, excluding redesigns and new pages),
automated SSL maintenance, cloud backups, and platform speed optimization. Non-Accrual. Included monthly content-edit time does not
accrue, carry over, or roll forward. Unused edit time in any calendar month expires at month end and has no cash or credit value. Edit
requests are performed during Company's Standard Business Hours and are queued in the order received.
1.2 [Reserved.]
1.3 [Reserved.]
1.4 Term Selection, Contract Length & Billing Option
The Term, contract length, applicable term discount, and billing option (Monthly Recurring Billing or Full Upfront Prepayment) selected by
Client are stated in the applicable Service Order Form.
VIP Direct Support Defined. "VIP Direct Support" means a dedicated support contact method designated by Company (currently direct
mobile or dedicated messaging channel), with a target first-response time of four (4) hours during Company's Standard Business Hours. VIP
Direct Support is a response target and not a service level, warranty, or guaranteed response time, and is subject to Section 7.5.
Prepayments Non-Refundable. Upfront prepayments, setup fees, and DBR fees are non-refundable except as expressly provided in
Sections 7.6, 9, and 17.
1.5 Standalone Database Reactivation (DBR) Campaigns
To protect telecom carrier compliance and list safety, all outbound bulk DBR campaigns are managed, scheduled, and dispatched
exclusively by Company under strict pacing schedules specified in the applicable Service Order Form. Client will not be granted permissions
to execute mass broadcasts independently.
DBR project fees become non-refundable once dispatch begins. DBR requires a signed Consent Attestation (Exhibit C). Company will not
process any record whose most recent transaction, inquiry, or affirmative contact with Client occurred more than eighteen (18) months prior
to the campaign launch date. This standard applies uniformly under this Section, Section 5.2, and Exhibit C.
1.6 Fair Use, Technical Integrity & Operational Spikes
All Services and tier allowances set forth in Exhibit D are subject to reasonable and customary fair-use standards. If Company detects
abnormal, abusive, or out-of-pattern system activity—including without limitation automated bot traffic, continuous infinite-loop triggers,
unauthorized third-party scraping, spam floods, or sustained processing volumes materially exceeding typical service-businessbaselines—Company will promptly notify Client. Upon such notification, the Parties shall cooperate in good faith to resolve the technical
issue or adjust the account structure. If the abnormal volume is caused by Client-side operations, Client traffic, or authorized business
expansion and persists after notice, Company reserves the right to: (a) transition the account to an appropriate tier or custom billing
agreement, (b) invoice Client for direct third-party infrastructure and subprocessor pass-through costs incurred as a result of such excess
volume, or (c) after five (5) business days' written notice, temporarily throttle or restrict the specific runaway process until normal operational
parameters are restored. Notwithstanding the foregoing, Company reserves the immediate right to suspend or isolate any automated
process that threatens agency carrier standing, violates subprocessor acceptable use policies, or risks shared platform stability.
1.7 Standard Integrations & Custom Development Work
Standard Integrations: Google Calendar, Microsoft Outlook, Apple Calendar, Jobber, QuickBooks Online, and standard GoHighLevel native connectors.
Rates. (i) Edits and changes to existing pages within Client's approved scope that are not included in the monthly retainer are billed at $125.00 per hour, with no minimum charge, in fifteen (15) minute increments (rounded up to the next fifteen minutes). (ii) Each additional page built outside the scope agreed in Client's Service Order Form is billed at a flat fee of $500.00 per page. A "page" has the meaning given in Client's Service Order Form (a maximum of six distinct content sections). (iii) Any other Custom Work, meaning (a) custom integrations, webhook engineering, or bespoke API builds beyond the Standard Integrations listed above; (b) structural redesigns of Client's website or workflows; and (c) any other engineering, configuration, or development work exceeding the monthly retained support described in Section 1.9, is billed at $175.00 per hour with no minimum charge, in fifteen (15) minute increments. The rates in this Section apply regardless of the tier or package under which Client is engaged, except as a Service Order Form expressly provides under Section 1.11.
1.7A Acceptable Use & Prohibited Content
Client shall not use, and shall not request that Company configure the Service to be used, for any of the following (collectively, "Prohibited
Uses"): (a) any communication that violates applicable law, mobile carrier requirements, The Campaign Registry rules, or the acceptable use
policies of any subprocessor identified in Exhibit B; (b) content relating to sex or adult services, hate speech, alcohol, firearms or ammunition,
or tobacco, vaping, or nicotine products (collectively, "SHAFT" content), or to cannabis, CBD, hemp-derived, kratom, or other controlled or
restricted substances, in each case regardless of legality under Colorado law, because mobile carriers prohibit such content on
application-to-person messaging channels; (c) third-party debt collection, payday, short-term, or high-interest lending, credit repair, debt
consolidation, tax relief, student loan servicing, multi-level marketing, work-from-home offers, lead generation for resale, cryptocurrency or
digital asset offerings, gambling, sweepstakes, or firearms sales; (d) any communication to a recipient who has revoked consent, appears on
a federal, state, internal, or wireless do-not-call registry applicable to the communication, or whose consent Client cannot document; (e)
transmission of protected health information, cardholder data, financial account numbers, government identification numbers, or biometric
identifiers through the Service, unless Company has agreed in a signed writing to support such data and the Parties have executed any
additional agreement required by law; (f) any deceptive, fraudulent, or misleading communication, including misrepresenting the identity of
the sender or the nature of the offer; (g) sharing, resale, sublicense, or provision of Service access or credentials to any third party, or use of
the Service on behalf of any business other than Client's business identified in this Agreement; or (h) any use that Company reasonably
determines threatens the security, integrity, availability, or carrier standing of Company's platform, agency accounts, or shared infrastructure.
Client's compliance with this Section 1.7A is a material obligation. Company may suspend the Service immediately and without prior notice
upon a good-faith determination that a Prohibited Use is occurring, and may terminate this Agreement for cause upon written notice if the
Prohibited Use is not cured within five (5) business days. Suspension or termination under this Section does not entitle Client to any refund,
credit, or abatement of fees and does not relieve Client of the Early Termination Fee under Section 8.
1.7B Restrictions on Use
Client shall not, and shall not permit or assist any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, prompt logic, prompt architecture, workflow structure, routing logic, or system design of the Service, including by systematically eliciting, recording, compiling, or analyzing Service outputs for that purpose; (b) use the Service, Service outputs, or any Company IP to develop, train, improve, or market any product or service that competes with the Service; (c) access the Service for competitive benchmarking, and Client shall not publish performance, latency, accuracy, or comparison data regarding the Service without Company's prior written consent; (d) share, publish, or disclose Company's prompt text, workflow configurations, snapshot structures, or integration architecture to any third party; (e) circumvent or attempt to circumvent any usage limit, access control, or administrative restriction; or (f) permit any person other than Client's authorized personnel to access Client's sub-account credentials. Each restriction in this Section survives termination and is enforceable by injunctive relief under Section 13.1. Nothing in this Section 1.7B or in Section 14.7 restricts Client's use, hosting, copying, or modification of a Custom-Coded Website that Client owns, or of Company Template Components as licensed to Client, under Section 14.2.
1.8 Tier Adjustments & Perk Recapture
Upgrades take effect immediately upon written confirmation with prorated billing. Downgrades are permitted only at the end of the active term upon 30 days' notice. If Client terminates prior to term completion for any reason other than Company's uncured material breach, all term discounts are void, past billing is recomputed at standard Month-to-Month rates, and unearned perks are billed at standard list price in addition to the Early Termination Fee, in each case subject to the aggregate cap in Section 8.3. "Perks" means bonus features or services provided at no charge or at a discount under Promotional Terms under Section 1.11, for so long as the applicable Service Order Form states that they apply, and does not include any one-time setup credit stated in a Service Order Form.
1.9 Included Maintenance & Support Boundaries ("Standard Content Maintenance")
(a) Included Maintenance. During the Term and while Client's account is current, Company will provide the following as part of the monthly retainer (collectively, "Included Maintenance," also referred to as "Standard Content Maintenance"): (1) to the extent a monthly content-edit allowance is stated in Client's Service Order Form, minor copy tweaks, and updates to business hours, staff bios, photo swaps, and event dates, in each case on existing pages within Client's approved scope at launch and up to that allowance; (2) correction of defects in Company-built workflows, prompts, and automations that cause the Service to operate other than as configured at launch; (3) routine prompt tuning within Client's existing, previously approved service scope, including pronunciation, tone, phrasing, and response-length adjustments; (4) restoration of broken connections between the Service and Standard Integrations identified in Section 1.7; (5) updates to Client's staff routing roster, on-call sequence, and existing service pricing text; (6) platform maintenance, SSL renewal, backups, and speed optimization for hosted sites; and (7) response to Client support inquiries during Standard Business Hours. Included Maintenance does not include any service not enumerated in this Section 1.9(a).
(b) Out-of-Scope Work. The following are strictly outside the scope of Included Maintenance, constitute Custom Work under Section 1.7, and are billable at the rates stated therein (new pages at $500.00 per page; all other Custom Work at $175.00 per hour with no minimum): building new pages; structural layout overhauls; custom graphic design; advanced workflow re-engineering; new campaign builds; new workflows, automations, or scenarios; expansion of the AI agent's knowledge or quoting scope to services, products, or pricing structures not in Client's approved scope at launch; new or additional calendars, locations, phone numbers, or brands beyond the selected tier; integration with any platform not listed as a Standard Integration; migration to or from any third-party CRM; website redesigns or new templates; changes required by Client's change of software vendor; and reconfiguration required by Client's failure to maintain Client-side credentials, subscriptions, or account access.
(c) Time Accounting; Minimum Deduction; Zero Rollover. Each distinct task or submission is deducted from Client's monthly Standard Content Maintenance allotment at a minimum of fifteen (15) minutes, regardless of actual time required, with any time beyond fifteen (15) minutes billed in fifteen (15) minute increments thereafter, rounded up. All monthly Standard Content Maintenance hours operate on a strict use-it-or-lose-it basis: unused time in any billing cycle does not accrue, carry over, or roll forward, and expires at the end of the billing cycle with no cash or credit value, consistent with Section 1.1. (d) Reasonable Use. Included Maintenance is subject to reasonable and customary use. Company may treat as Custom Work any request, or series of requests, exceeding three (3) Included Maintenance requests in any calendar month, or requiring more than sixty (60) minutes of engineering time in the aggregate in any calendar month. Requests treated as Custom Work under this Section 1.9(d) that consist of edits or changes to existing pages are billed at the edit rate in Section 1.7(i). A single consolidated monthly submission from Client's authorized email address counts as one request for purposes of this Section 1.9
(d), regardless of the number of individual changes it contains. Company may in its sole discretion perform additional work as a courtesy without waiving this Section, and no course of dealing, prior accommodation, or repeated courtesy creates any obligation to continue doing so. For clarity, the limits in this Section 1.9(d) apply only to Client-initiated requests. Improvements Company undertakes on its own initiative — including routine review of call logs and proactive prompt tuning — are not counted toward these limits and are provided at Company's discretion.
(e) Single Point of Submission. All Standard Content Maintenance requests and other change requests must originate from one primary authorized email address designated by Client in writing to Company, sent directly to Company's official support desk at [email protected]. Company is not obligated to act on, and may disregard, any change request received from any other email address, phone number, or channel, or from any personnel not designated as Client's primary authorized contact. Client may change its designated authorized email address by written notice to Company, effective upon Company's written acknowledgment. Reports of a failure or defect in the Service or in Client's website may be submitted at any time and are not subject to any batching requirement in a Service Order Form.
(f) Response Targets Are Not Warranties. Any response or resolution time Company communicates is a good-faith target and not a warranty, service level, or condition. Company offers no service level agreement and no service credits. This Section 1.9(f) is subject to Sections 7 and 9.
1.10 Material Change & Re-Scoping Events
The fees and allowances in this Agreement are based on Client's business as it exists on the Effective Date. Each of the following is a
"Material Change" requiring a written amendment or Statement of Work and, at Company's election, an adjusted fee: (a) addition of a
location, service area, brand, or legal entity; (b) addition of a service line, trade, or product category outside Client's approved scope at
launch; (c) rebranding, change of business name, or change of primary domain; (d) migration to or from any CRM, field service management,
or calendar platform; (e) change of ownership or control of Client; (f) a sustained increase in inbound call or message volume exceeding
thirty percent (30%) above the trailing three-month average; or (g) any change causing Client to operate, in whole or in part, in a Restricted
Domain under Section 5.5. Client shall notify Company in writing within ten (10) business days of any Material Change. Company is not
obligated to perform work arising from a Material Change until the Parties execute a written amendment or SOW.
1.11 Trial Periods & Promotional Offers
Company may, in its sole discretion, offer a trial period, promotional pricing, a temporary fee adjustment, or additional bonus features or
services for a specific engagement (collectively, "Promotional Terms"). Promotional Terms are effective only if expressly set forth in the
applicable Service Order Form executed by the Parties, and control over any conflicting general provision of this Agreement solely for that
engagement and solely to the extent of the stated conflict. Promotional Terms offered to one Client do not obligate Company to offer the
same or similar terms to any other Client, and do not modify Company's standard list pricing.
Trial Periods. Unless the applicable Service Order Form expressly states otherwise, any trial period applies only to the recurring monthly
retainer for the Website Build and/or Service Tier selected in that Service Order Form. Paid Advertising Management and DBR Campaigns
(Section 1.5) are not included in any trial period and, if selected, are billed, and in the case of DBR dispatched, under their standard terms
regardless of trial status. Setup fees are due at signing and are non-refundable, consistent with Section 1.4, notwithstanding any trial period.
If Client cancels before the trial period stated in the Service Order Form ends, no Early Termination Fee applies and the account will not
renew into a paid term. If Client does not cancel before the trial period ends, the Term selected in the Service Order Form begins on
expiration of the trial period, and standard billing, automatic renewal, and Early Termination Fee provisions of this Agreement apply from that
date forward.
Promotional Pricing. Any adjustment to a setup fee, monthly retainer, or inclusion of an additional feature or service on a promotional basis
applies only to the specific items identified in the applicable Service Order Form and only for the period stated therein. Upon expiration of a
stated promotional period, fees automatically revert to Company's then-current standard list pricing unless otherwise agreed in a writing
signed by both Parties.
2. VOICE AI, DISCLOSURES, RECORDING & EMERGENCY PROTOCOLS
2.1 Urgent Trade Events & Caller-Instruction Protocol
On enabled tiers, the AI receptionist is configured with automated caller instruction and sequential transfer logic for urgent trade conditions
reported by callers (e.g., active water leaks, loss of heat). The AI executes sequential on-call routing (Tech #1 -> 20s -> Tech #2 -> Owner +SMS). Company is responsible solely for maintaining automated logic. Company is NOT liable for unanswered transfers, unstaffed lines, full
voicemails, or carrier drops. Client is solely responsible for maintaining accurate on-call rosters, staffed lines, and available voicemail
capacity, and for maintaining its own independent emergency contact procedures for its customers.
2.2 Life-Safety Protocol & 911 Advisory
The AI receptionist is programmed to instruct any caller reporting an immediate life-safety hazard (gas leak, fire, CO alarm, structural
collapse) to disconnect and immediately dial 911. THE SERVICE IS NOT A 911 EMERGENCY DISPATCH SYSTEM, IS NOT A
MONITORED ALARM OR LIFE-SAFETY SYSTEM, AND DOES NOT DISPATCH PUBLIC SAFETY AGENCIES. Client acknowledges and
assumes the risk that automated triage may fail to detect, correctly categorize, or appropriately route any emergency or urgent condition, and
Client shall maintain and disclose to its customers an independent, human-answered means of reporting emergencies. This
acknowledgment is effective upon Client's execution of the applicable Service Order Form incorporating this Agreement by reference,
consistent with Section 1.1.
2.3 Mandatory AI Disclosure, Call Recording & Disclosure Script Approval
The Service records and transcribes calls. Client is solely responsible for determining the disclosure and consent language required for its
business, its service area, and the jurisdictions from which its callers originate, and for approving that language in writing. Company will
implement the disclosure script affirmatively approved by Client in Exhibit F (Call Disclosure & Recording Consent Script Approval) and will
configure the Service so that the approved disclosure is delivered at the outset of each call before call audio is recorded or retained.
Company's obligation is limited to implementing the script as approved by Client in Exhibit F. Company makes no representation, and
expressly disclaims any warranty, that any particular disclosure script satisfies the recording consent, wiretapping, eavesdropping, or
artificial-voice disclosure requirements of any jurisdiction. The deemed-approval mechanism in Section 5.3 does not apply to Exhibit F, which
requires Client's affirmative written signature. Client shall notify Company in writing of any change to its service area or expected caller
geography that may affect the adequacy of the approved script and shall promptly execute a revised Exhibit F.
2.4 Biometric Warranty
Company warrants that the Service processes call audio solely for transcription and operational triage, and does not derive, create, or store
biometric voiceprints to identify callers under C.R.S. § 6-1-1314, the Illinois Biometric Information Privacy Act (740 ILCS 14), the Texas
Capture or Use of Biometric Identifier Act, or comparable law. Synthesized voice models modeled on a specific individual require a signed
voice release from that individual.
2.5 Multi-State Recording Consent Allocation
Client acknowledges that: (a) Colorado is a one-party consent jurisdiction, but numerous other states including California, Florida, Illinois,
Pennsylvania, Washington, Massachusetts, Maryland, Michigan, Montana, New Hampshire, Connecticut, Delaware, Nevada, and Oregon
impose all-party or enhanced consent requirements on the recording of telephone communications; (b) several such statutes provide
statutory damages per violation without proof of actual injury and may apply to any call to or from a person located in that jurisdiction
regardless of where Client, Company, or the recording infrastructure is located; and (c) Client's advertising, service area, ported telephone
numbers, and inbound call sources determine which jurisdictions' laws apply, all of which are within Client's knowledge and control and not
Company's. Client warrants on a continuing basis that the disclosure script approved in Exhibit F, as implemented, satisfies all recording
consent, eavesdropping, and wiretapping requirements applicable to Client's communications. Client's indemnity under Section 12.1 applies
in full to any claim arising from the recording, transcription, storage, or review of any communication conducted through the Service.
2.6 Conversational AI Operator Allocation
The Parties acknowledge that the AI voice receptionist and web chat agent are conversational artificial intelligence services and may be
subject to statutes governing operators of conversational AI services, potentially including the Colorado Chatbot Safety Act (HB 26-1263,
effective January 1, 2027) to the extent its scope is later interpreted to reach business-to-business scheduling and triage tools, and including
the Automated Decision-Making Technology Act (SB 26-189, effective January 1, 2027) and comparable laws of other jurisdictions. As
between the Parties: (a) Company is responsible, as and when such obligations take legal effect and to the extent applicable to the Service
as configured for Client, for implementing the technical capabilities necessary for compliance, including AI-identity disclosure at the point of
interaction, self-harm and crisis response routing logic, and configuration to avoid representing the Service as equivalent to a licensed
professional; and (b) Client is responsible for all obligations attaching to Client as the business on whose behalf the Service operates,
including any notice, recordkeeping, reporting, or consumer-response duties arising from Client's own status as an operator or deployer.
Client shall cooperate in good faith with any reasonable request by Company for information required for regulatory disclosure or reporting.
Company may modify, restrict, or disable any conversational feature, and may require Client to execute a supplemental compliance
addendum, upon thirty (30) days' notice where Company reasonably determines such action is necessary to comply with applicable law. No
such modification constitutes a breach, a material degradation of tier functionality under Section 1.2, or grounds for termination or refund.
2.7 No Authority; AI Output Non-Binding
(a) No Agency or Authority. The Service is a software tool operated on Client's behalf. Neither the AI voice receptionist, the web chat agent,
nor any automated workflow is an agent, employee, or authorized representative of Company or Client, and none has actual, apparent,
implied, ostensible, or delegated authority to make offers, accept offers, form contracts, extend credit, waive terms, grant refunds, make
warranties, or bind either Party or any third party.
(b) Outputs Are Not Commitments. All statements generated by the Service — including quoted prices, cost estimates, service availability,
appointment times, arrival windows, warranty or guarantee statements, scope-of-work descriptions, technical advice, and statements
regarding Client's products or services — are automated preliminary communications for scheduling and triage purposes only. They do not
constitute an offer, an acceptance, a binding quote, a representation, a warranty, or a legally enforceable commitment by Company, by
Client, or on behalf of either. No contract between Client and any end customer is formed by any Service output.(c) Human Confirmation Required. No AI-generated statement becomes binding on Client unless and until confirmed by a natural person
authorized by Client. Client is solely responsible for reviewing, confirming, correcting, honoring, or declining any AI-generated statement.
Client's decision to honor an inaccurate AI-generated statement is Client's independent business decision and is not a loss caused by
Company.
(d) Client Downstream Disclosure. Client shall include in its own customer-facing terms, estimates, booking confirmations, and website
disclosures a statement, substantially in the following form, that automated communications are not binding: "Quotes, pricing, and
appointment times provided through our automated phone or chat assistant are preliminary and subject to confirmation. Only a written
confirmation from an authorized representative is binding." Client's failure to include such a statement does not shift any responsibility to
Company.
(e) No Third-Party Beneficiaries. Company is not a party to any transaction between Client and any end customer and owes no duty to any
end customer. Nothing in this Agreement confers any right on any third party.
(f) Survival. This Section 2.7 survives termination.
3. TERM, AUTO-RENEWAL & CANCELLATION COMPLIANCE
3.1 Initial Term
Begins on the Effective Date and continues for the contract term selected in the applicable Service Order Form.
3.2 Automatic Renewal
Following the Initial Term, this Agreement automatically renews for successive renewal terms of twelve (12) months, unless either Party provides written notice of non-renewal at least thirty (30) calendar days prior to term expiration. No renewal term shall exceed twelve (12) months without Client's express written consent.
3.3 Renewal Notices (C.R.S. § 6-1-732)
Company will provide Client written notice of each upcoming automatic renewal not less than twenty-five (25) and not more than forty (40)
calendar days prior to the renewal date, and, for month-to-month or other terms shorter than twelve (12) months, at least once in the
twenty-five (25) to forty (40) day period directly preceding any renewal that would extend this Agreement beyond each consecutive and
continuous twelve-month period. Each notice will state the renewal date, the length of the renewal term, the recurring fees that will apply on
renewal (including any adjustment noticed under Section 4.2), the minimum purchase obligation, and clear instructions for canceling
automatic renewal consistent with Section 3.4. Notices will be delivered by email to Client's Notice Email or by another method Client has
authorized or customarily uses to communicate with Company.
3.4 One-Step Cancellation
Client may cancel automatic renewal at any time, at no cost and without any requirement to speak with a representative, using the one-step
online cancellation link provided in Client's billing portal and in every renewal notice sent under Section 3.3. The link becomes available
immediately upon Client's completion of a reasonable authentication step used solely to confirm that the person is authorized to make
changes to the account, and requires no further action by Client to take effect. Company may present retention offers, discounts, or
information about the effects of cancellation during the cancellation process, provided the cancellation link remains simultaneously visible
and prominently displayed. Company will send written confirmation of cancellation within one (1) business day. If Client executed this
Agreement other than through an online medium and no online mechanism is available to Client, Client may cancel automatic renewal by
written notice to Company's Notice Email, effective on receipt. Cancellation of automatic renewal prevents future renewal at term end but
does not relieve Client of accrued fees or of any Early Termination Fee under Section 8 if Client terminates mid-term.
4. FEES, PAYMENT TERMS, PASS-THROUGHS & OVERAGES
4.1 Payment Terms & Overages
Setup fees, upfront prepayments, and DBR fees are due upon signing. Monthly retainers are billed in advance. Usage overages are billed in arrears at $0.29/min voice and $0.02/SMS. Additional booking calendars beyond those included in Client's selected Tier are $49/mo each, up to the maximum number of calendars stated for that Tier. For clarity: booking calendar functionality is not offered on Modular Features or Core Essentials. AI Reception Pro is capped at 3 booking calendars with no paid add-on available; Client must upgrade to AI Reception Scale to add calendars. AI Reception Scale supports up to 11 calendars at $49/mo each beyond the included 6. Enterprise Multisite's 11-calendar-per-location ceiling is a technical limit, not a paid add-on tier — see Exhibit D. Direct ad spend is paid by Client directly to ad networks. All fees are exclusive of, and Client is responsible for, all sales, use, excise, gross receipts, telecommunications, universal service, and similar taxes, levies, duties, fees, and surcharges imposed by any federal, state, or local authority (including Colorado home-rule municipalities), other than taxes based on Company's net income. If Company is required to collect any such amount, it will be added to Client's invoice
4.2 Base Price Lock, Third-Party Pass-Throughs & Renewal Adjustment
The monthly base retainer rate is locked for the duration of the Initial Term. Mandatory third-party fee increases — including cellular carrier
A2P 10DLC registration, TCR campaign vetting fees, carrier per-message surcharges, telephony origination and termination rates, voice AI
and language model provider fees, and direct ad costs — are passed through to Client on thirty (30) days' written notice. Upon renewal, base
fees may adjust by the greater of five percent (5%) or the percentage change in the Denver-Aurora-Lakewood CPI-U over the prior term,
provided that Company delivers written notice of the adjustment not less than forty-five (45) calendar days prior to the renewal date, as a
separate notice preceding the renewal notice required under Section 3.3. The adjustment notice will clearly and conspicuously state the
current fee, the adjusted fee, the effective date, and instructions for canceling automatic renewal under Section 3.4. The renewal notice
under Section 3.3 will restate the adjusted fee. Any material change to the terms of this Agreement will be noticed in the same manner, in a
form Client may retain, together with cancellation information, consistent with C.R.S. § 6-1-732(3).
4.3 Recurring Payment Authorization & Chargeback Procedure
Client authorizes Company and its processors to charge Client's payment method on file for all recurring retainers, setup fees, usage
overages, pass-through costs, and Early Termination Fees. Client shall notify Company in writing of any billing dispute within thirty (30) days
of invoice date and engage in the informal resolution process under Section 18.2 prior to initiating any chargeback. Initiating a chargeback
without first completing informal dispute resolution constitutes a material breach of this Agreement, incurs a $50 administrative chargeback
fee, and entitles Company to immediate Service suspension.
Savings. Nothing in this Section 4.3 waives, limits, or purports to waive any right Client may have under the Fair Credit Billing Act, the
Electronic Fund Transfer Act, Regulation Z, or any applicable payment network rule. If any portion of this Section is held unenforceable as
applied to a particular transaction or payment instrument, the remainder of this Section and of this Agreement remains in full force and effect.
4.4 Late Payments & Suspension
Amounts not received within five (5) calendar days after the applicable due date incur a one-time flat late fee of thirty-five dollars ($35), in lieu of interest. Client shall also pay a returned payment charge of thirty-five dollars ($35) per failed or returned payment, which may apply in addition to the late fee above where both events occur with respect to the same payment. Company may suspend the Service, in whole or in part, for accounts unpaid more than thirty-one (31) days after the due date, for breach of Section 1.7A, for breach of the TCPA warranties in Section 5.2, for chargebacks initiated in breach of Section 4.3, or for unlawful conduct. Company will use reasonable efforts to provide advance notice of suspension for non-payment but is not required to do so. Suspension does not toll, extend, or abate the Term or any payment obligation, and does not constitute termination. Reinstatement requires payment of all outstanding amounts plus a reactivation fee of one hundred forty-nine dollars ($149). The Parties agree that the late fee, the returned payment charge, and the reactivation fee are each reasonable approximations of Company's administrative cost of the events they address and are not penalties.
Referral to Collections. If an account remains suspended for non-payment, Company may, in its discretion, refer the outstanding balance to a third-party collections agency or pursue recovery in small claims court, in addition to any other remedy available under this Agreement. Client is responsible for the outstanding balance plus reasonable collection costs and agency fees actually incurred by Company in connection with such referral.
5. CLIENT WARRANTIES, TCPA COMPLIANCE, RESTRICTED DOMAINS & REVIEW POLICIES
5.1 Operational Data
Client shall provide accurate business hours, pricing, staff rosters, and CRM access credentials, and shall keep them current.
5.2 Strict TCPA & Communications Compliance Warranty
Client warrants on a continuing basis that all phone numbers and databases provided to Company (for DBR, ad speed-to-lead, or follow-ups)
comply strictly with all federal, state, and local telemarketing, telephone solicitation, automated dialing, artificial and prerecorded voice, and
electronic messaging laws, including without limitation the TCPA (47 U.S.C. § 227) and its implementing regulations at 47 C.F.R. § 64.1200,
the Telemarketing Sales Rule, the CAN-SPAM Act, C.R.S. § 6-1-903, the Florida Telephone Solicitation Act, the Washington Commercial
Electronic Mail Act, and the telephone solicitation statutes of Oklahoma, Maryland, and any other state from which Client's contacts originate.
Client warrants it holds documented Prior Express Written Consent and that no list has been scraped, purchased, or rented. Client shall
execute Exhibit C (Consent Attestation) prior to any campaign. Lists with records inactive for over eighteen (18) months will not be
processed, as provided in Section 1.5.
Artificial Voice Consent. Client acknowledges that AI-generated and synthesized voices constitute artificial or prerecorded voices under the
TCPA, and that any outbound call placed by the Service to a wireless or residential number requires prior express consent, and prior express
written consent where the content is telemarketing or advertising. Client's warranties and attestations under this Section and Exhibit C extend to such consent for every outbound campaign.
Opt-Out Forwarding. Client shall forward to Company any opt-out, revocation, stop request, or do-not-contact request received through any
channel — including verbally, by email, by written correspondence, in person, or through any Client-controlled system not integrated with the
Service — within one (1) business day of receipt. Client acknowledges that applicable regulation requires revocation requests to be honored
within ten (10) business days of the request's receipt by Client, that Client's delay in forwarding directly consumes that compliance window,
and that Client bears sole responsibility for any violation arising from or contributed to by late forwarding. Client shall maintain records of all
opt-out requests and forwarding for not less than five (5) years.
5.3 Review Window & Approval
Company will submit prompt logic and web layouts to Client prior to launch. Client has five (5) business days to request written revisions.
Lack of written objection within five (5) business days constitutes final approval of the materials submitted. This deemed-approval
mechanism does not apply to, and shall not be construed to effect approval of, the call disclosure and recording consent script, which
requires Client's affirmative written approval on Exhibit F and which Company will not deploy absent such signed approval. Company will
correct any verified factual error in pricing, hours, or contact information at no charge for fourteen (14) days following launch. Client's
approval, whether affirmative or deemed, constitutes Client's representation that the approved materials accurately describe Client's
business, pricing, and services and comply with all laws applicable to Client's business.
5.4 FTC Review Compliance (16 CFR Part 465)
Automated review requests are dispatched on a non-selective basis to all eligible customers, without regard to anticipated sentiment. Client
shall not request workflows that gate, filter, or divert reviews based on sentiment, suppress negative feedback, or offer conditional incentives.
5.5 Restricted Domains & Automated Decision-Making
The Service is licensed for trade, home services, and other service-based business front-office operations, as mutually agreed between the
Parties at the time of engagement. Client shall not configure, or request that Company configure, the Service to make, assist, guide, or
materially influence any decision regarding employment or employment opportunity, housing, lending or credit, insurance, health care or
health insurance coverage, education or educational opportunity, legal services, psychotherapy or behavioral health services, essential
government services, or any other domain designated as involving a "consequential decision" under applicable law (collectively, "Restricted
Domains"). Client warrants on a continuing basis that it does not use the Service to make, assist, guide, or materially influence any decisionwithin a Restricted Domain absent a supplemental addendum executed by both Parties, and that it has accurately disclosed to Company the
nature of its business. For clarity, providing appointment scheduling, call intake and triage, message routing, callback capture, and general
informational responses on behalf of a business that operates in or adjacent to a Restricted Domain does not itself constitute making,
assisting, guiding, or materially influencing a consequential decision, provided the Service is not configured to screen, qualify, rank, score,
approve, deny, evaluate, or determine the eligibility of any individual. Client's use of the Service in any screening, qualification, scoring, or
eligibility capacity within a Restricted Domain requires a supplemental addendum executed by both Parties.
The Parties acknowledge that Colorado's automated decision-making framework at C.R.S. § 6-1-1701 et seq. was repealed and reenacted
by SB 26-189 (2026) as the Automated Decision-Making Technology Act, with substantive obligations commencing January 1, 2027 and
Attorney General rulemaking pending, and that Colorado has enacted additional AI-specific statutes including HB 26-1263 (chatbot safety),
HB 26-1195 (psychotherapy), and HB 26-1139 (health insurance coverage decisions). Company may modify, restrict, or discontinue any
feature, and may require a supplemental addendum or terminate this Agreement on thirty (30) days' notice, where Company reasonably
determines that Client's use implicates a Restricted Domain or that continued provision would place Company in violation of applicable law.
Company's exercise of these rights is not a breach and does not entitle Client to any refund or credit.
5.6 Client Privacy Notice
Client shall maintain a publicly accessible privacy notice that accurately describes its collection, use, and disclosure of consumer personal data, including data collected or processed through the Service, through forms and other Embedded Platform Components, and through the analytics tools described in Section 14.2(e), and shall obtain any consent required by applicable privacy law for such processing. Before any analytics or visitor-behavior tool goes live on Client's website, Company will give Client a written list of the tools to be used, what each one collects, and suggested privacy notice language describing them and describing any forms or other Embedded Platform Components on the website. Company will not activate any such tool until Client confirms in writing (email is sufficient) that its privacy notice covers that tool. Company will configure Client's website so that Google Analytics and Microsoft Clarity do not collect data from a visitor until the visitor has accepted the website's cookie banner, and will not enable advertising, remarketing, or audience-sharing features in those tools or link them to any advertising account. Company will configure forms and redirects on Client's website so that names, email addresses, phone numbers, and other contact details submitted by visitors are not placed in the web addresses of Client's pages. Company will not add any advertising pixel or remarketing tag to Client's website without Client's prior written approval and a corresponding update to Client's privacy notice. Client's failure to maintain a compliant privacy notice is a breach of this Agreement and is covered by Client's indemnity under Section 12.1, except to the extent the failure results from Company's failure to provide the information or configuration described in this Section.
6. DISCLAIMERS OF WARRANTIES & AI REALITIES
6.1 "As Is" Infrastructure
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED.
6.2 AI Voice and Chat Interactions
CLIENT ACKNOWLEDGES THAT THE SERVICE UTILIZES ARTIFICIAL INTELLIGENCE, LARGE LANGUAGE MODELS, AUTOMATED
SPEECH RECOGNITION, AND SYNTHESIZED VOICE TECHNOLOGY, AND THAT SUCH TECHNOLOGIES ARE PROBABILISTIC AND
WILL PRODUCE ERRORS. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE ACCURATE, COMPLETE,
UNINTERRUPTED, ERROR-FREE, OR FIT FOR ANY PARTICULAR PURPOSE. QUOTED PRICES, ESTIMATES, AND APPOINTMENTS
GENERATED BY THE SERVICE ARE NON-BINDING AND SUBJECT TO CLIENT VERIFICATION UNDER SECTION 2.7. CLIENT
ASSUMES FULL OPERATIONAL RESPONSIBILITY FOR CALL HANDLING, SCHEDULING, DISPATCH, AND CUSTOMER
COMMUNICATION EXECUTED THROUGH THE SERVICE PURSUANT TO CLIENT-APPROVED LOGIC.
6.3 No Guarantee of Campaign Results
Company does not guarantee specific revenue, lead volume, or bookings from advertising or DBR campaigns. Performance depends upon
market factors, ad networks, and Client list quality.
6.4 Specific Warranty Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND SYSTEM INTEGRATION. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT
EXPRESSLY STATED IN THIS AGREEMENT.
6.5 Enumerated AI and Platform Behaviors
Without limiting Sections 6.1 through 6.4, Client acknowledges that each of the following is an inherent and foreseeable characteristic of
AI-mediated telephony and messaging, is expressly contemplated by the Parties, is reflected in the fees stated herein, and does not
constitute a defect, a failure of the Service, or a breach of this Agreement: (a) generation of inaccurate, incomplete, fabricated, or
contextually inappropriate statements, commonly termed hallucinations; (b) inaccurate transcription or speech recognition, including of
names, addresses, callback numbers, and monetary amounts, and including degraded accuracy attributable to accent, dialect, speech
impediment, background noise, jobsite conditions, hands-free devices, or poor connection quality; (c) statement of an incorrect price,
availability, arrival window, or scope of work; (d) failure to book, incorrect booking, duplicate booking, double-booking, or booking into a time
slot reported as available by a third-party calendar; (e) failure to transfer, misrouted transfer, transfer to an unstaffed or unanswered line, or
transfer to a full or unavailable voicemail; (f) dropped, delayed, incomplete, undelivered, or unanswered calls or messages, including those
attributable to latency, carrier filtering, spam labeling, or subprocessor degradation; (g) failure to detect or correctly categorize the urgency,
sentiment, or subject matter of a communication; (h) inconsistent responses to substantially similar inputs; and (i) changes in Service
behavior resulting from model updates, provider changes, or platform updates outside Company's control. Client's sole and exclusive remedy
for any matter described in this Section 6.5 is Company's obligation to use commercially reasonable efforts to correct the underlying
configuration as Included Maintenance under Section 1.9.
7. LIMITATION OF LIABILITY, OUTAGE WAIVERS & BASIS OF BARGAIN
7.1 Mutual Consequential Damages Waiver
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST
PROFITS/REVENUE. THIS WAIVER DOES NOT APPLY TO: (A) CLIENT INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (B)BREACH OF TCPA WARRANTIES UNDER SECTION 5.2; (C) CONFIDENTIALITY OR IP INFRINGEMENT UNDER SECTIONS 13 AND
14; OR (D) ACCRUED PAYMENT OBLIGATIONS AND EARLY TERMINATION FEES.
7.2 Aggregate Liability Cap
COMPANY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED TEN THOUSAND DOLLARS ($10,000),
REGARDLESS OF THE AMOUNT OF FEES PAID BY CLIENT TO COMPANY. THIS CAP DOES NOT APPLY TO WILLFUL
MISCONDUCT, CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, OR TO any liability that may not be limited under
Colorado law. For the avoidance of doubt, this cap governs the Parties' respective liability to one another under this Agreement and does not
purport to limit, and shall not be construed to limit, the liability of either Party to any third party.
7.3 Upstream Dependency & Third-Party Platform Failures
Client acknowledges that Company is an integrator of third-party platforms and does not own, operate, or control the underlying infrastructure
on which the Service depends. Any degradation, interruption, latency, rate limiting, throttling, filtering, blocking, spam labeling, deprecation,
suspension, pricing change, policy change, data loss, or discontinuation caused in whole or in part by any third-party platform, provider, or
carrier — including without limitation Retell AI, GoHighLevel / LeadConnector, Make.com, Twilio, OpenAI, Anthropic, ElevenLabs, Stripe,
Google (including Google Ads, Google Calendar, and Google Business Profile), Meta, Microsoft, Apple, Jobber, QuickBooks, The Campaign
Registry, any mobile or landline carrier, any domain registrar, DNS, or CDN provider, any cloud infrastructure provider, and any successor,
replacement, or additional provider — is expressly excluded from Company's obligations and: (a) does not constitute a breach or default by
Company under this Agreement; (b) does not entitle Client to any refund, credit, offset, abatement, or reduction of fees; (c) does not toll,
extend, suspend, or abate the Term or any payment obligation; (d) does not constitute a material failure, defect, or uncured breach for
purposes of Section 9 or Section 10; and (e) does not waive, reduce, or offset any Early Termination Fee under Section 8.
Company's Affirmative Commitment. Company will use commercially reasonable efforts to monitor the availability of the Service, to notify
Client without undue delay upon becoming aware of a material outage affecting Client, and to pursue reasonable remediation with the
affected provider. This commitment is Client's sole remedy with respect to any matter described in this Section 7.3 and does not create a
service level, uptime warranty, or guaranteed response time.
7.4 Basis of the Bargain
The Parties acknowledge that the fees stated herein reflect the allocation of risk in Sections 6, 7, 8, and 12, and that Company would not
enter into this Agreement at the stated rates without these limitations. These provisions apply notwithstanding the failure of essential purpose of any limited remedy.
7.5 No Service Levels or Credits
Company offers no service level agreement, uptime warranty, availability commitment, guaranteed response or resolution time, or service
credit regime. Any availability, latency, or response figure stated in marketing materials, proposals, onboarding documents, or
correspondence is illustrative only, is not incorporated into this Agreement, and creates no obligation. This Agreement supersedes any such
statement.
7.6 Provider Substitution & Subprocessor Change
Company may at any time substitute, add, remove, or migrate any third-party platform, model, voice provider, telephony carrier, or
subprocessor, in whole or in part, provided the overall functionality of Client's selected Tier is not materially degraded. Company will provide
notice of subprocessor changes as required by Exhibit B. If a third-party provider discontinues a service, materially changes its terms, or
increases its pricing such that continued provision at the stated fees is commercially impracticable, Company may, on thirty (30) days' written
notice: (a) substitute an alternative provider; (b) pass through the increased cost under Section 4.2; or (c) terminate the affected Service or
this Agreement without liability, in which case Company will refund any prepaid, unearned base fees for the terminated Service on a pro-rata
basis and no Early Termination Fee will apply. Exercise of any right under this Section is not a breach.
8. EARLY TERMINATION FEE & LIQUIDATED DAMAGES
8.1 Early Termination Fee
If Client terminates a multi-month term (6, 12, or 24 months) prior to expiration for any reason other than Company's uncured breach under
Section 9, Client shall pay an Early Termination Fee equal to fifty percent (50%) of remaining monthly recurring retainers through the term
end, due within fifteen (15) calendar days.
8.2 Liquidated Damages Rationale
The Parties agree that Company incurs substantial unamortized labor, setup engineering, and dedicated capacity at the outset of each term
not recovered by setup fees. The 50% Early Termination Fee represents a fair and reasonable pre-estimate of Company's actual liquidated
damages and is not a penalty.
8.3 Aggregate Cap on Termination Recoveries
Notwithstanding Sections 1.8 and 8.1, Company's total aggregate recovery arising from Client's early termination — comprising the Early
Termination Fee, recapture of term discounts, and recapture of unearned perks — shall not exceed the sum of (a) fifty percent (50%) of the
base monthly recurring retainers remaining through the end of the then-current Term, plus (b) Company's documented, unrecovered
third-party and out-of-pocket costs attributable to Client, including prepaid carrier registration, number provisioning, subprocessor
commitments, and DBR dispatch costs incurred. Company shall not recover twice for the same loss under different provisions of this
Agreement. The Parties agree this cap preserves the liquidated damages character of Section 8.1 and reflects a reasonable pre-estimate of
Company's actual damages, which the Parties agree are difficult to ascertain at the time of contracting. Accrued and unpaid fees, usage
overages, and pass-through charges are payment obligations rather than damages and are not subject to this cap.
9. LIMITED EARLY TERMINATION FOR UNCURED SERVICE FAILURE
For purposes of this Section, a "Material Service Failure" means a complete and continuous inability of the core AI receptionist to answer inbound calls or dispatch leads, persisting for more than twenty-four (24) hours during Standard Business Hours, that is attributable solely to Company's configuration or performance and is not caused or contributed to by (a) any matter described in Section 7.3 or Section 17; (b) any behavior described in Section 6.5; (c) Client's acts, omissions, non-payment, suspension under Section 4.4 or 1.7A, credential or subscription lapse, or failure to maintain Client-side integrations; or (d) any change requested or approved by Client. Upon a Material Service Failure, Client shall deliver written notice to Company's Notice Email describing the failure in reasonable detail, the dates and times affected, and the calls or leads affected. Company shall have seven (7) calendar days from receipt of a conforming notice to cure. For the avoidance of doubt, Company's proactive monitoring and remediation efforts under Section 7.3 do not relieve Client of the written notice obligation in this Section, and the cure period in this Section does not begin until Company receives a conforming notice. If Company fails to cure within that period, Client may terminate on written notice delivered within fifteen (15) days thereafter, without an Early Termination Fee, and shall receive a pro-rata refund of prepaid, unearned base monthly fees. Setup fees, DBR fees, custom work fees, and third-party pass-through costs are non-refundable. THIS CONSTITUTES CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECT, ERROR, INTERRUPTION, OR FAILURE OF THE SERVICE.
10. TERMINATION FOR CAUSE & SURVIVAL
Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within 15 days of notice, or becomes insolvent. Survival. The following survive any termination or expiration of this Agreement: Sections 1.7 (Custom Work), 1.7A (Acceptable Use), 1.7B (Restrictions on Use), 1.8 (Perk Recapture), 1.11 (Trial Periods & Promotional Offers), 2.2 (Life-Safety Advisory), 2.4 (Biometric Warranty), 2.5 (Recording Consent Allocation), 2.6 (Conversational AI Operator Allocation), 2.7 (No Authority; AI Output Non-Binding), 4 (Fees, Payment & Overages), 5.2 (TCPA Warranties), 5.5 (Restricted Domains), 6 (Disclaimers), 7 (Liability Limitations, Outage Waivers & Basis of Bargain), 8 (Early Termination Fee & Liquidated Damages), 9 (final sentence — exclusive remedy), 10 (this Section), 11 (Independent Contractor Status), 12 (Indemnification), 12A (Insurance), 13 (Confidentiality, Data Processing & Security), 14 (IP, Website Ownership & Offboarding, including the license in Section 14.2(c) and the perpetual license in Section 14.4(b)), 15 (Administrative Controls & Data Export), 16 (Non-Defamation), 17 (Force Majeure), 18 (Dispute Resolution & Fees), 19 (General Provisions, including Section 19.1A Order of Precedence), and Exhibits A, B, C, D, E, and F.
11. INDEPENDENT CONTRACTOR STATUS
Company operates strictly as an independent contractor. Nothing creates an employer-employee, agency, or partnership relationship.
12. INDEMNIFICATION & LEGAL DEFENSE PROCEDURE
12.1 Client Indemnity
Client shall defend, indemnify, and hold harmless Company and its members, officers, employees, contractors, subcontractors, and agents
(each a "Company Indemnitee") from and against any and all third-party claims, demands, actions, proceedings, investigations, fines,
penalties, damages, settlements, and reasonable attorney and expert fees arising out of or relating to: (1) Client's underlying business,
services, workmanship, pricing, warranties, scheduling, dispatch, or disputes with its customers; (2) any claim under the TCPA, the
Telemarketing Sales Rule, CAN-SPAM, any state telemarketing or mini-TCPA statute, or any privacy, data protection, or consumer
protection law, arising from lists, contacts, consent, or campaigns supplied, requested, or approved by Client; (3) any claim arising from the
recording, transcription, storage, retention, review, or disclosure of any communication conducted through the Service, including under any
wiretapping, eavesdropping, or all-party consent statute, and including where the disclosure script approved under Exhibit F is alleged to be
inadequate; (4) any statement, quotation, estimate, appointment, commitment, or representation generated by the Service, including any
claim that such a statement was binding on Client or on any Company Indemnitee, and any claim arising from Client's decision to honor or
decline such a statement; (5) any claim for property damage, bodily injury, or death arising from or relating to the routing, transfer, triage,
escalation, delay, or handling of any call, including any call reporting an urgent trade condition or a life-safety hazard under Sections 2.1 and
2.2, except to the extent finally determined to result from Company's willful misconduct; (6) Client's breach of Section 1.7A (Acceptable Use),
Section 1.7B (Restrictions on Use), or Section 5.5 (Restricted Domains); (7) any content, trademark, logo, copy, image, or data supplied by
Client, including any claim of infringement, misappropriation, or false advertising; and (8) Client's breach of any warranty, representation, or
covenant in this Agreement.
12.2 Indemnity Procedure
Company will promptly notify Client of an indemnifiable claim, provided that a delay in notice relieves Client of its obligations only to the
extent Client is materially prejudiced. Client shall control defense with counsel acceptable to Company. Client shall not settle any claim that
admits Company liability without Company's written consent. If Client fails to defend within 15 days, Company may assume defense at
Client's sole expense.
12.3 Indemnity Savings
The Parties acknowledge that applicable law, including Colorado SB 26-189 (2026), may void or render unenforceable a contractual
provision purporting to indemnify a party against liability for that party's own violation of specified statutes. Nothing in this Section 12 is
intended to indemnify any Company Indemnitee against liability arising from that Indemnitee's own violation of any such statute, and this
Section 12 shall be construed and applied so as not to do so. If any portion of this Section 12 is held void or unenforceable, that portion shall
be severed and the remainder of this Section 12 shall be enforced to the maximum extent permitted by law.
12A. INSURANCE REQUIREMENTS
(a) Required Coverage. Throughout the Term, Client shall maintain at its own expense Commercial General Liability insurance of not less
than $1,000,000 per occurrence and $2,000,000 aggregate, and all insurance required by law for its operations, with insurers rated not lessthan A- by A.M. Best.
(b) Certificates & Additional Insured. Client shall deliver a certificate of insurance to Company at signing and upon each renewal of the policy,
and shall promptly deliver a replacement certificate upon any material change. Where the policy permits, Client shall name Company as an
additional insured, provide a waiver of subrogation in Company's favor, and cause the insurer to provide Company thirty (30) days' notice of
cancellation or non-renewal. Client's insurance is primary and non-contributory with respect to claims within Client's indemnity under Section 12.
(c) Statutory Communications Coverage — Acknowledgment. Client acknowledges that standard Commercial General Liability policies
commonly exclude claims arising under the TCPA and comparable statutes governing the recording or distribution of material or information,
and that Client's general liability coverage therefore may not respond to a claim indemnified under Section 12.1(2) or 12.1(3). Prior to
launching any DBR campaign or paid advertising engagement, Client shall either (i) deliver written confirmation from its broker or insurer that its coverage responds to statutory communications and TCPA claims, or (ii) execute a written acknowledgment that Client is self-insured for that exposure and that its indemnity under Section 12 is not limited by the availability of insurance. Client's indemnity obligations are not
limited to, capped by, or conditioned upon the amount or availability of any insurance.
13. CONFIDENTIALITY, DATA PROCESSING & SECURITY
13.1 Confidentiality
Non-public business and technical information disclosed between Parties remains confidential for 3 years post-termination (and perpetually
for trade secrets and prompt architectures). Confidential Information excludes information that: (a) is or becomes publicly known without
breach; (b) was rightfully known prior to disclosure; (c) is independently developed without reference to the other Party's information; or (d) is
required to be disclosed by law or court order. The non-breaching Party is entitled to seek injunctive relief to protect proprietary workflows
and prompt architectures without posting bond.
13.2 Data Processing
Client is Data Controller; Company is Data Processor under C.R.S. § 6-1-1305. The Parties agree to the binding Data Processing terms set
forth in Exhibit B. Company implements reasonable administrative, technical, and physical safeguards and will notify Client without undue
delay and in any event within seventy-two (72) hours after Company confirms a security breach impacting Client data.
13.3 Security Incident Cost Allocation
As Controller, Client is responsible for determining whether any security incident requires notification to consumers, regulators, or other
parties, and for making all such notifications. Client bears all costs of notification, credit monitoring, call center, forensic, and regulatory
response arising from any security incident, except to the extent the incident is finally determined to have been caused by Company's willful
misconduct. Company will provide reasonable cooperation and information at Client's expense. Nothing in Section 13.2 obligates Company
to notify any person other than Client.
14. INTELLECTUAL PROPERTY, WORKFLOWS, WEBSITE ARCHITECTURE & OFFBOARDING
14.0 Definitions
"Client Data" means contact and lead records, call audio and transcripts, message and conversation logs, appointment and booking records, form submissions, and review content, in each case relating to Client's customers or prospective customers and generated through or stored in the Service, whenever created, and also includes Website Analytics Data. "Website Analytics Data" means all data collected or reported by Google Analytics, Google Search Console, Microsoft Clarity, or any other website analytics, search-performance, or visitor-behavior tool used for Client's website, including session recordings, heatmaps, page-view and traffic data, and search query data. "Company IP" has the meaning in Section 14.1. "De-Identified Data" means data derived from Client Data (other than Website Analytics Data) from which all direct and indirect identifiers of any individual and of Client have been removed, and which Company maintains in a form that cannot reasonably be used to infer information about, or otherwise be linked to, an identifiable individual, a device linked to an identifiable individual, or Client.
14.1 Proprietary Platform IP
Company exclusively retains all right, title, and interest in and to all GoHighLevel agency snapshots, Retell AI prompt engineering structures, Make.com integration scenarios, custom scripts, webhooks, voice agent logic, and workflows ("Company IP").
14.1A Protection of Company IP
Company IP is protected as trade secret, as confidential information under Section 13.1, and by the covenants in Section 1.7B, independent of and in addition to any copyright, patent, or other statutory right. Client acknowledges that the value of Company IP derives from its secrecy and that the restrictions in Section 1.7B are reasonable and necessary to protect that value. To the extent Client or any of its personnel acquires any right, title, or interest in any Company IP or in any modification, derivative, improvement, or enhancement thereto, Client hereby irrevocably assigns all such right, title, and interest to Company and shall execute any document reasonably necessary to perfect that assignment. Nothing in this Agreement grants Client any license to Company IP except the limited, revocable, non-transferable right to access and use the Service during the Term for Client's internal business purposes and the website ownership and licenses described in Section 14.2.
14.2 Website Ownership & Client Property
(a) Client Property. Client exclusively owns (i) all trademarks, service marks, logos, trade dress, copy, images, photographs, and other content supplied by Client, whether before or during the Term, and (ii) all Client Data, whenever created. Client grants Company the licenses set forth in Section 14.4. Company's rights under Section 14.4 with respect to De-Identified Data are not affected by Client's ownership of Client Data.
(b) Custom-Coded Websites. A "Custom-Coded Website" means a website that Company builds for Client in source code, rather than within a third-party website builder or content management platform (such as GoHighLevel, WordPress, Wix, or Squarespace), and that is deployed in one of two ways, as identified in Client's Service Order Form: (i) on hosting infrastructure controlled by Company ("Company-Hosted"), or (ii) in a hosting account owned by Client in which Company is given access to deploy and manage the website ("Client-Account Hosted"). A website that Company builds in source code remains a Custom-Coded Website even if it embeds or connects to Embedded Platform Components (defined in Section 14.2(d)), but the Embedded Platform Components are not part of the Custom-Coded Website. If the Service Order Form does not identify the hosting arrangement, the website is Company-Hosted. Until the Ownership Date, the Custom-Coded Website and its code are owned by Company, wherever they are deployed, and are provided to Client under a limited, non-transferable, non-sublicensable license during active paid subscription. Company's code repository for the website is held in Company's own account and remains under Company's control until the code is handed over under Section 14.3(a). For a Client-Account Hosted website, Client shall keep Company's access to that account in place during the Term, and Client's ownership of the hosting account, its domain, and its DNS is not affected by this Section. If this Agreement ends before the Ownership Date, the license in this Section ends, Company may remove the Company-deployed code from Client's hosting account, and Client shall remove it, or allow Company to remove it, within five (5) business days after written request. Company's access to Client's hosting account ends when this Agreement ends. On the Ownership Date, Company hereby assigns to Client, effective automatically and without further action, all right, title, and interest in the finished Custom-Coded Website and its code, excluding Company Template Components and Embedded Platform Components, and Company will sign a confirmatory assignment on Client's written request. The "Ownership Date" is the date on which (1) Client has completed its Initial Term and Client's account is paid in full, or (2) if this Agreement ends before the Initial Term is complete, Client has paid all amounts owed under this Agreement, including any Early Termination Fee under Section 8.
(c) Company Template Components. Company retains all right, title, and interest in its website templates, reusable components, design systems, build tooling, deployment and quality-control processes, and audit methods ("Company Template Components"), which are Company IP. Effective on the Ownership Date, Company grants Client a perpetual, irrevocable, non-exclusive, royalty-free license to use, host, copy, and modify the Company Template Components solely as incorporated in Client's own Custom-Coded Website. Client may permit a developer or hosting provider it engages to exercise this license solely for that website. Client may not sell, sublicense, or distribute the Company Template Components on their own, or use them in any other website or product.
(d) Platform-Built Pages and Embedded Platform Components. Website pages, templates, layouts, digital assets, and code that Company builds within GoHighLevel or another third-party platform, and all other website materials that are not part of a Custom-Coded Website, constitute Company IP and are provided to Client under a limited, revocable, non-transferable, non-sublicensable license during active paid subscription, which terminates automatically upon termination or expiration of this Agreement. This includes forms, calendars, chat widgets, and other functions that Company provides through GoHighLevel or another third-party platform and embeds in or connects to a Custom-Coded Website ("Embedded Platform Components"). Embedded Platform Components are not assigned on the Ownership Date and stop working when this Agreement ends. The page code in a Custom-Coded Website that displays or calls an Embedded Platform Component is part of the Custom-Coded Website, but Client is responsible for connecting it to a new destination under Section 14.3(a) and Exhibit E.
(e) Analytics & Search Accounts. Accounts for analytics, search, and visitor-behavior tools used for Client's website, including Google Analytics, Google Search Console, and Microsoft Clarity, are created under and owned by Client. Client grants Company user or administrator access to set up and manage those accounts during the Term, and Company's access ends upon termination or expiration of this Agreement. Client keeps its accounts and all data in them after this Agreement ends. Website Analytics Data is Client Data. Company will use Website Analytics Data only to set up, configure, monitor, report on, and optimize Client's own website. Company will not copy or export Website Analytics Data outside Client's accounts except as needed to prepare reports for Client, will not disclose it to any other client or third party, will not combine it with data from any other client, and will not create De-Identified Data from it. Nothing in this Section prevents Company from using its general knowledge, skills, experience, and lessons learned about website design and conversion practices, including lessons learned from work on Client's website, to design and improve websites and services for Company's other clients, provided that Company does not use or disclose Website Analytics Data itself, any figures or results that identify Client or any individual visitor, or Client's confidential information. Within thirty (30) days after this Agreement ends, Company will permanently delete all session recordings, heatmaps, screenshots, and any other data showing individual visitors that it holds outside Client's accounts. Company will also delete or, on Client's request, return any other copies of Website Analytics Data it holds outside Client's accounts, except that Company may keep summary performance figures (such as overall conversion rate changes) that Client has approved in writing, including by email, for use in case studies or marketing under Section 14.4(d).
(f) AI-Assisted Development; Third-Party Components. Company may use artificial intelligence tools and open-source or other third-party software components in building a Custom-Coded Website. Third-party components remain subject to their own license terms, which are not changed by the assignment in Section 14.2(b) or the license in Section 14.2(c). The assignment in Section 14.2(b) and the license in Section 14.2(c) convey all rights Company holds in the Custom-Coded Website, if any, and Company makes no representation that any part of the website created with the assistance of artificial intelligence is protected by copyright. On Client's reasonable request, Company will provide a list of the third-party components used in the website. Nothing in this Section expands Company's obligations under Section 6.
14.3 Technical Realities of Offboarding & Transfer Options
Upon termination, provided Client's account is paid in full, Client may elect within thirty (30) calendar days the applicable transition pathway set forth in Exhibit E (Platform Offboarding Transition Schedule): (a) Custom-Coded Website Handover. For a Custom-Coded Website, once the Ownership Date has occurred, Company will transfer the website's code repository and site files to an account or storage location designated by Client, for a transition fee of $500 (Level 1: Core Web), $750 (Level 2: Revenue Infrastructure), or $1,000 (Level 3: Enterprise Infrastructure). The transition fee covers handover only. Hosting the website elsewhere, and rebuilding any form, integration, or other function that depended on Company's platforms, are Client's responsibility, and any assistance Client requests from Company is Custom Work under Section 1.7. (b) GHL Funnel Share / Account Transfer. For Platform-Built Pages, and provided this Agreement was not terminated for Client's breach, Company will transfer front-end website pages and funnel layouts directly into Client's separate, independently paid GoHighLevel sub-account at no additional charge. Client acknowledges that such transfer transfers visual layouts only and strictly excludes Company's proprietary backend workflows, Missed Call Text-Back automations, voice agent prompts, custom value population, ad tracking scripts, and integrated API connectors. (c) Managed Static HTML/Asset Extraction. Platform-Built Pages operate on proprietary integrated software (GoHighLevel) without native static website export capabilities. For Platform-Built Pages, and provided this Agreement was not terminated for Client's breach, Client may commission a technical extraction package of raw HTML markup, public CSS styles, and uploaded media assets for an offboarding labor fee of $500 (Level 1: Core Web), $750 (Level 2: Revenue Infrastructure), or $1,000 (Level 3: Enterprise Infrastructure). Client acknowledges that an extracted static site functions solely as visual web files without functional forms, calendar booking, chat widgets, database integrations, or automation.
14.3.1 No Continuing Service
Except as expressly provided in this Section 14.3 and Exhibit E, all Services terminate on the effective date of termination. The AI voice receptionist, web chat agent, automated workflows, and any Company-Hosted website cease operating, and Client's sub-account may be deprovisioned. A Client-Account Hosted website remains in Client's hosting account, subject to Section 14.2(b). Company has no obligation to maintain, host, or operate any element of the Service after termination. Termination does not affect Client's ownership of a Custom-Coded Website after the Ownership Date or Client's license under Section 14.2(c).
14.4 Licenses to Company
(a) Operating License. Client grants Company a non-exclusive, worldwide, royalty-free license during the Term to use, host, store, reproduce, transmit, display, modify, and create derivative works of Client's trademarks, logos, copy, images, Client Data, and, after the Ownership Date, the Custom-Coded Website and its code, solely as necessary to configure, host, operate, support, and improve the Service for Client and to create advertising creative on Client's behalf. This license is sublicensable to Company's subprocessors solely for those purposes.
(b) Perpetual De-Identified Data License. Client hereby grants Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to create, store, use, reproduce, modify, analyze, and otherwise exploit De-Identified Data derived from Client Data — including aggregated telemetry, call and conversation logs, transcripts, routing and outcome data, latency and quality metrics, and model performance data — for any lawful business purpose, including to operate, maintain, troubleshoot, benchmark, train, tune, evaluate, and improve the Service, Company's prompt architectures and models, and Company's other products and services, and to produce aggregated statistics and industry benchmarks. This license does not apply to Website Analytics Data, which Company may use only as stated in Section 14.2(e). This license survives termination or expiration of this Agreement indefinitely and is not affected by, and expressly survives, any deletion or return of personal data under Section 15 or Exhibit B.
(c) Anti-Reidentification Commitment. Company shall take reasonable technical and organizational measures to ensure De-Identified Data cannot be associated with any identified or identifiable individual or with Client; publicly commits to maintain and use De-Identified Data only in de-identified form; shall not attempt to reidentify De-Identified Data except solely to test the adequacy of its de-identification measures; and shall contractually obligate any recipient of De-Identified Data to the same commitments.
(d) Marketing. Company may identify Client by name and logo and describe the Service provided in case studies, portfolios, and marketing materials, unless Client opts out by written notice, in which case Company will cease such use prospectively within thirty (30) days.
14.5 Phone Numbers, Carrier Registration & Domain Porting
(a) Telephony & Porting. Telephone numbers that Client ported into the Service from a prior carrier remain Client's numbers, and Company will cooperate fully in returning them on termination. Telephone numbers provisioned by Company through LC Phone, Twilio, or Retell are held in Company's agency provider account. Upon termination and payment in full, Company will execute any required Letter of Authorization (LOA) within five (5) business days of Client's written request and will cooperate in good faith with Client's designated carrier. Carrier port timelines are typically two (2) to four (4) weeks and are outside Company's control. Company is not liable for port delays, carrier rejections, or any resulting service interruption. If Client does not initiate a port-out request within thirty (30) days of termination, Company may release the number back to the carrier pool, provided Company first delivers written notice to Client's Notice Email not less than ten (10) days before release. Once released, a number cannot be recovered.
(b) A2P 10DLC Registration Reality. A2P 10DLC mobile carrier trust scores and campaign registrations cannot be transferred between agency accounts or third-party carriers. Client acknowledges that upon offboarding, Client must independently register its brand and messaging campaigns in its new account, during which time outbound SMS delivery across major carriers will be blocked until carrier approval is completed.
(c) Custom Domains. Client shall register and maintain the domain name used for Client's website in Client's own name and at Client's expense, and shall grant Company such DNS access as is necessary to operate the Service. If Company or its contractors register a domain on Client's behalf as an accommodation, Company will transfer the registration to Client upon written request and payment in full, subject to registrar transfer requirements and any applicable ICANN transfer-lock period. Upon offboarding, Company will detach DNS records from Company-controlled hosting within five (5) business days. Where Client's website is Client-Account Hosted, DNS records held in Client's account remain Client's, and Company's access to that account ends under Section 14.2(b).
14.6 Feedback
Client grants Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable right to use, incorporate, and
commercialize without restriction or attribution any suggestion, enhancement request, recommendation, workflow idea, or other feedback
provided by Client or its personnel relating to the Service. Company is under no obligation to implement, compensate, or account for any
feedback.
14.7 Non-Circumvention
During the Term and for twelve (12) months thereafter, Client shall not use Company IP, or any knowledge of Company's configurations,
prompt architecture, workflow structure, snapshot design, or integration methodology acquired through this Agreement, to replicate the
Service whether independently, through Client's own accounts with any subprocessor, or through any third party. Nothing in this Section
restricts Client from independently contracting with any third-party platform for services developed without reference to Company IP. During the Term and for twelve (12) months thereafter, neither Party shall solicit for employment or engagement any employee or contractor of the other Party who was materially involved in this engagement, except through a general public advertisement not targeted at such person.
15. ADMINISTRATIVE CONTROLS & DATA OFFBOARDING
Company retains administrative root control over agency software accounts, API connections, and voice agent configurations. Client
accesses data via authorized sub-account credentials. Upon written request within thirty (30) days post-termination and account payment in
full, Company will provide a standard CSV export of Client's stored customer contacts and appointment logs, which the Parties agree
satisfies Company's obligation to return personal data under Exhibit B.
16. MUTUAL NON-DEFAMATION (CRFA COMPLIANT)
Neither Party shall knowingly publish false, defamatory statements of fact concerning the other Party. Nothing herein restricts either Party's
right to publish truthful consumer reviews or ratings, or report suspected legal violations, pursuant to the Consumer Review Fairness Act (15
U.S.C. § 45b).
17. FORCE MAJEURE
Neither Party is liable for any delay or failure in performance (excluding payment obligations) caused by circumstances beyond its
reasonable control, including acts of God, fire, flood, severe weather, earthquake, wildfire, war, terrorism, civil unrest, labor dispute or
shortage, epidemic or pandemic, public health emergency, failure of public infrastructure or utilities, telecommunications or internet failure,
cyberattack, ransomware, denial-of-service attack, act of a governmental or regulatory authority, change in law, and the failure, suspension,
deprecation, discontinuation, policy change, or account action of any third-party platform, model provider, carrier, or subprocessor. The
affected Party shall notify the other without undue delay and use commercially reasonable efforts to resume performance. If a force majeure
event materially prevents Company's performance for more than sixty (60) consecutive days, either Party may terminate the affected Service
on written notice without further liability, and Company will refund prepaid, unearned base fees for the terminated Service on a pro-rata basis.
18. GOVERNING LAW, LIMITATIONS PERIOD, FEES & ARBITRATION
18.1 Governing Law, Venue & Jurisdiction
This Agreement is governed by the laws of the State of Colorado without regard to its conflict of laws principles. The United Nations
Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 18.3, any court proceeding permitted under
this Agreement shall be brought exclusively in the District Court of Huerfano County, Colorado, the District Court for the City and County of
Denver, Colorado, or, where that court has independent subject matter jurisdiction, the United States District Court for the District of
Colorado. Each Party irrevocably consents to the personal jurisdiction of those courts and waives any objection based on venue,
inconvenient forum, or forum non conveniens.
18.2 Structured Informal Resolution
Before initiating formal proceedings, the initiating Party must deliver written notice describing the dispute. The Parties shall engage in
good-faith negotiations for at least fifteen (15) calendar days before initiating arbitration.
18.3 Binding Arbitration & Class Waiver
Any dispute not resolved under Section 18.2 within fifteen (15) days shall be resolved by final and binding arbitration administered by the
American Arbitration Association before a single arbitrator in Denver County or Huerfano County, Colorado, except that either Party may
bring an action in small claims court or seek emergency or injunctive relief to protect Confidential Information or intellectual property.
(a) Commercial Rules. The Parties agree that Client is a business entity or person contracting for commercial and not personal, family, or
household purposes, and that the AAA Commercial Arbitration Rules not the Consumer Arbitration Rules govern.
(b) Class Waiver. THE PARTIES WAIVE TRIAL BY JURY AND ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE,
CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. The arbitrator has no authority to arbitrate any claim on a class,
collective, consolidated, or representative basis.
(c) Blow-Up Provision. If the waiver in Section 18.3(b) is held unenforceable as to any claim, then this Section 18.3 shall be null and void as
to that claim only, which shall proceed in the courts identified in Section 18.1, and shall remain in full force as to all other claims. The
enforceability of the class waiver shall be determined by a court and not by the arbitrator.
(d) Arbitrator Authority. The arbitrator shall apply Colorado law and this Agreement, and has no authority to award any relief, damages, or
remedy excluded, limited, or capped by Sections 6, 7, 8, or 18.5, or to reform this Agreement. The award shall be in writing with findings of
fact and conclusions of law and may be entered as a judgment in any court of competent jurisdiction.
(e) Fees. Each Party bears its own costs and an equal share of the arbitrator's fees pending the award, subject to reallocation under Section
18.4.
(f) Confidentiality. The existence, content, and outcome of any arbitration is Confidential Information under Section 13.1, except as required
to enforce or vacate an award or as otherwise required by law.
18.4 Prevailing-Party Legal Fees
In any arbitration or legal proceeding arising under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney
fees, expert fees, and litigation costs from the non-prevailing Party.
18.5 Contractual Limitations Period
Except for claims for non-payment of fees due to Company, any arbitration, action, or legal proceeding arising out of or relating to this
Agreement must be commenced within one (1) year after the cause of action accrues. The limitations period in this Section is tolled duringany period of good-faith informal resolution conducted under Section 18.2. If the limitations period in this Section is held unenforceable as to
any claim, it shall be enforced to the maximum period permitted by applicable law as to that claim and shall remain fully enforceable as to all
other claims.
19. GENERAL PROVISIONS, NOTICES, ASSIGNMENT & SEVERABILITY
19.1 Entire Agreement & Amendment
This Agreement, together with the applicable Service Order Form(s) and Exhibits A, B, C, D, E, and F, constitutes the entire agreement.
Amendments must be in writing and signed by both Parties, except as provided in Section 19.7.
19.1A Order of Precedence
In the event of a conflict or inconsistency among the documents comprising this Agreement, the following order of precedence controls, from highest to lowest: (1) any written amendment signed by both Parties, most recent first; (2) any executed Statement of Work, as to the matters
addressed in it; (3) the executed Service Order Form for the applicable engagement, including any Trial Periods or Promotional Terms stated
therein under Section 1.11, as to the matters addressed in it; (4) the body of this Agreement; (5) Exhibit E (Platform Offboarding & Transition
Schedule); (6) Exhibit B (Colorado Privacy Act Data Processing Agreement), provided that Exhibit B controls as to the Parties' respective
obligations under the Colorado Privacy Act; (7) Exhibit F (Call Disclosure & Recording Consent Script Approval); (8) Exhibits C, D, and A. For
the avoidance of doubt, Company's rights in De-Identified Data under Section 14.4(b) are not personal data, are not subject to the deletion or
return obligations of Section 15 or Exhibit B, and control over any contrary reading of those provisions.
19.2 Notices
All notices must be in writing and delivered to the Notice Email and Notice Address in the signature block by email (deemed received next
business day) or certified mail (deemed received 3 business days post-deposit). Either Party may change its notice contact information upon
written notice to the other Party.
19.3 Assignment
Client may not assign, delegate, or transfer this Agreement or any right or obligation under it, whether voluntarily, by operation of law, by
merger, consolidation, sale of substantially all assets, or change of control, without Company's prior written consent, which shall not be
unreasonably withheld. Any purported assignment in violation of this Section is void. Company may assign this Agreement in whole or in part
without consent, including in connection with a merger, reorganization, financing, or sale of assets. This Agreement binds and benefits the
Parties and their permitted successors and assigns.
19.4 Severability
If any provision of this Agreement is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be
modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall remain in full force and effect.
19.5 No Waiver & Cumulative Remedies
No failure or delay in exercising any right operates as a waiver. All remedies are cumulative and in addition to all other remedies at law or in
equity.
19.6 Electronic Signatures
Executed counterparts and electronic signatures under ESIGN and UETA are legally binding originals.
19.7 Updates to Operational Schedules
Company may update Section 1.7A (Acceptable Use & Prohibited Content) and Exhibit D (Monthly Resource & Fair Use Thresholds) upon
thirty (30) days' written notice, where reasonably necessary to reflect changes in carrier requirements, subprocessor terms, applicable law, or
platform capacity. If an update to Exhibit D materially reduces Client's allowances during the Initial Term, Client may, as its sole remedy,
terminate the affected Service on thirty (30) days' notice without an Early Termination Fee. No other provision of this Agreement may be
amended except under Section 19.1.
19.8 Authority
Each Party represents and warrants that the individual executing this Agreement on its behalf is duly authorized to do so and that this
Agreement is binding on that Party. Client further represents that it is a business entity or sole proprietorship entering this Agreement for
commercial purposes and not for personal, family, or household purposes.
EXHIBIT A: REFERRAL CREDIT PROGRAM ADDENDUM
Eligibility. A referral qualifies when a client ("Referrer") introduces a new business not already an active sales prospect of Company.
Credit Amount. Referrer earns a one-time account credit equal to 50% of the referred client's first full monthly recurring retainer fee
(excluding setup fees, direct ad spend, taxes, and usage overages), issued after the referred client's setup fee has cleared and the referred
client has completed thirty (30) days of active paid service.
Account Credit Only. Credits have no cash value, are non-transferable, and apply solely toward eligible future software retainers. Credits
expire twelve (12) months after issuance.
Exclusions. No credit is earned for a self-referral; a referral of an entity under common ownership, control, or management with Referrer; a
referral of an existing or former Company client; or any referral obtained through misrepresentation. Company may void any credit and
terminate Referrer's participation for any of the foregoing.
FTC Disclosure Duty. Referrer agrees to clearly disclose its material referral connection in any public endorsement, review, or social media
post referencing Company, in compliance with FTC Endorsement Guides.
EXHIBIT B: COLORADO PRIVACY ACT DATA PROCESSING AGREEMENT (DPA)
This DPA governs personal data processed by Company on behalf of Client pursuant to C.R.S. § 6-1-1305(5): Scope, Roles & Instructions. Client is Controller; Company is Processor. Company shall process personal data (contact records, call audio/transcripts, message logs, website form submissions, and website analytics data) solely on Client's documented instructions and for the duration of the active Term to provide front-office automation and managed website services.
Confidentiality. Company ensures that all personnel authorized to process Client personal data are subject to binding statutory or contractual duties of confidentiality. Subprocessor Flow-Down, Notice & Objection. Client grants general written authorization for Company to engage subprocessors, including GoHighLevel (CRM & hosting), Retell AI (voice processing), OpenAI and Anthropic (LLM processing), ElevenLabs (voice synthesis), Twilio / LeadConnector (telephony & carrier SMS routing), Make.com (automation scenarios), Stripe (payment processing), Cloudflare (website hosting, DNS, and content delivery, where Client's website is Company-Hosted), GitHub (website code repository), a third-party cookie consent management provider (where Company engages one for Client's website), and any successor or additional provider. Company shall maintain a current list of subprocessors, which Company will provide to Client on request, and shall notify Client in writing at least fifteen (15) days before adding or replacing a subprocessor that processes personal data. Client may object on reasonable data-protection grounds within ten (10) days of notice, in which case the Parties shall discuss in good faith; if the objection cannot be resolved, Client's sole remedy is to terminate the affected Service on thirty (30) days' notice without an Early Termination Fee. Company shall bind each subprocessor by written agreement to data protection obligations no less protective than this DPA and remains responsible for its subprocessors' performance. Client-Controlled Tools. Google Analytics, Google Search Console, and Microsoft Clarity, any similar analytics tool, and, where Client's website is Client-Account Hosted, Client's own hosting account, operate under accounts owned by Client and are governed by Client's own agreement with the provider. They are not Company's subprocessors. Company accesses and configures them only on Client's behalf and on Client's documented instructions. Client is responsible for accepting each provider's terms and data processing terms for its accounts, and authorizes Company to accept them on Client's behalf where the provider requires it.
EXHIBIT C: DBR COMPLIANCE & CONSENT ATTESTATION (STANDARD REFERENCE SCHEDULE)
This Exhibit is presented on the hosted Agreement as a standard reference compliance schedule describing the consent attestation
Company requires before launching any Database Reactivation ("DBR") campaign on Client's behalf. It contains no interactive fill-in fields on
this hosted page. Prior to launching any DBR campaign, Client will complete and execute a separate, campaign-specific Consent Attestation
in the form of this Exhibit C, documenting: the list source and capture method (e.g., web form/opt-in, invoiced customer records, or past
estimate inquiries); the exact consent language used at capture; the date range of the most recent transactions or inquiries reflected in the
list; and the location where Client maintains its underlying consent records. That executed, campaign-specific attestation — not this
reference schedule — constitutes Client's binding warranty under this Exhibit.
Client warrants that all records represent active or past customers who gave direct consent to be contacted, that the list has been scrubbed
against the National and Colorado Do-Not-Call registries, that no record's most recent transaction, inquiry, or affirmative contact with Client
occurred more than eighteen (18) months prior to the campaign launch date, and that Client shall maintain underlying consent records for a
minimum of five (5) years.
Artificial Voice Consent. Where the campaign includes outbound calls using the AI voice agent, Client further warrants that it holds prior
express consent for artificial or prerecorded voice calls to each number, and prior express written consent where the campaign content is
telemarketing or advertising.
EXHIBIT D: MONTHLY RESOURCE & FAIR USE THRESHOLDS
1. Voice AI & Telephony Package Allowances:
Missed Call Text-Back (Standalone Add-On): Includes up to 2 provisioned Direct Inward Dialing (DID) telephone numbers, 90-day call/transcript retention, and up to 150 SMS segments/month.
Google Review Automation (Standalone Add-On): Includes up to 2 provisioned DIDs, 90-day retention, and up to 200 SMS segments/month.
Core Essentials (All-In Basic): Includes up to 2 provisioned DIDs, 90-day retention, and up to 500 SMS segments/month. Booking calendars are not supported on this tier.
AI Reception Pro: Includes up to 2 provisioned DIDs, 90-day call recording and transcript retention, up to 3 booking calendars, 500 included voice minutes/month, and 1,250 standard SMS segments/month. (Booking calendar add-ons are unavailable on Pro; upgrading to Scale is required to add calendars).
AI Reception Scale: Includes up to 2 provisioned DIDs, 180-day call recording and transcript retention, up to 6 included booking calendars (expandable up to 11 calendars at $49.00/month each), 1,000 included voice minutes/month, and 2,500 standard SMS segments/month.
Enterprise Multisite: Includes up to 2 provisioned DIDs per active location, 180-day call recording and transcript retention, a technical ceiling of up to 11 booking calendars per location, 1,000 included voice minutes/month per location, and 2,500 standard SMS segments/month per location.
2. Telephony Usage Overages & Pass-Throughs:
Voice AI Minute Overages: Any voice minute usage exceeding the contracted monthly tier allotment is billed automatically in arrears at Company's standard rate of $0.29 per minute pursuant to Section 4.1.
SMS Messaging Overages: Any messaging usage exceeding the contracted monthly tier allotment is billed automatically in arrears at Company's standard rate of $0.02 per SMS segment pursuant to Section 4.1.
Additional Provisioned Numbers: Additional phone numbers requested beyond the standard two (2) included DIDs are billed at standard carrier pass-through rates.
3. Call Audio, Transcriptions & Data Retention:
Standard Retention (Modular, Core Essentials, Pro): Call audio recordings, AI conversation logs, and transcription records are retained in platform storage for ninety (90) days.
Extended Retention (Scale, Enterprise Multisite):
Call audio recordings, AI conversation logs, and transcription records are retained in platform storage for one hundred eighty (180) days.
Following the applicable retention window, data may be archived or permanently deleted in the ordinary course of business.
4. Managed Website Retainer Telephony Threshold:
In addition to the Voice AI resource thresholds above, Company's Level 2 (Revenue Infrastructure) Website Build & Managed Hosting Infrastructure retainer includes up to one thousand (1,000) standard SMS segments per billing cycle. SMS usage in excess of this allowance is billed in arrears at $0.02 per SMS segment pursuant to Section 4.1. This threshold is distinct from, and does not modify, the Voice AI Service Tier allowances stated above.
EXHIBIT E: PLATFORM OFFBOARDING & TRANSITION SCHEDULE
This schedule sets forth the precise technical status of platform components upon contract termination or offboarding.
Customer CRM Records & Logs — Exportable (CSV). Delivered via CSV within 30 days upon written request (account must be paid in full).
Google Business Profile & Reviews — Client Retains in Full. Reviews and profile are hosted directly on Google. No technical action or export required.
Trademarks, Logos, Photos & Copy — Client Retains in Full. Client-owned under Section 14.2. Raw uploaded media assets provided upon request.
Custom Domain Name(s) — Client Retains Ownership. DNS disconnected from Company cluster within 5 business days. Client repoints DNS. Where the website is in Client's own hosting account, the DNS records in that account stay with Client.
Inbound Telephony Phone Numbers — Port-Out Available. Company executes LOA within 5 business days of request. Carrier port takes 2-4 weeks. Company gives 10 days' notice before releasing an unclaimed number.
Custom-Coded Website & Code — Client-Owned After Ownership Date. Code repository and site files handed over under Section 14.3(a) for a transition fee ($500–$1,000). If Company-Hosted, Company hosting ends at termination and Client hosts elsewhere. If Client-Account Hosted, the site stays in Client's account and Company's access is removed; if the Ownership Date has not occurred, Company may remove the Company-deployed code under Section 14.2(b).
Platform-Built Pages & Funnel Layouts (GoHighLevel) — GHL Transfer OR Extraction. Transferred to Client's paid GHL account (layouts only) OR static HTML extraction ($500-$1,000 labor fee).
Analytics & Search Accounts — Client Retains in Full. Owned by Client under Section 14.2(e); Company's access is removed.
Conversation History (SMS/Calls) — Does Not Transfer. Message threads and conversation logs remain in platform; not in CSV export. Client should archive prior to termination.
Pipeline Opportunities & Deals — Does Not Transfer. Pipeline stage structure may transfer; active deal cards do not. Client should record open deals.
Call Recordings & Transcripts — Deleted per Retention. Retained per the retention window stated in Exhibit D, then deleted in ordinary course. Must be requested prior to termination.
Website Forms & Lead Capture — Must Be Reconnected. Lead routing into Company's CRM and alerts does not transfer. For a Custom-Coded Website, the form's page code transfers but must be connected to a new destination; platform-built form handlers must be rebuilt in the new account.
Third-Party Integrations — Must Be Reconnected. Calendars, Stripe, Google Ads, and Meta integrations require individual re-authentication.
A2P 10DLC Messaging Registration — Terminates on Offboarding. Non-transferable between accounts. Client must independently re-register. SMS blocked until approved.
Ad Tracking Pixels & Custom Values — Reset to Blank. Advertising tracking scripts do not transfer. Analytics snippets that point to Client's own analytics accounts are part of a Custom-Coded Website's code and transfer with it. Custom Values transfer keys only; values must be manually re-entered.
AI Voice & Web Chat Receptionist — Service Ends at Term. AI stops answering calls on termination date. Prompt engineering structures remain Company IP.
Proprietary Backend Automations — Strictly Withheld (Company IP). MCTB workflows, Retell prompts, Make.com scenarios, and booking logic remain Company IP.
THE THREE THINGS CLIENTS ARE MOST OFTEN SURPRISED BY: Your text messaging will stop working for a period of weeks after you leave, until your new provider completes A2P 10DLC carrier registration. This is a mobile carrier rule, not Company policy, and Company cannot shorten it. Your phone number takes approximately two to four weeks to port. The port is executed by carriers, not by Company. A handover or extraction is not a hosted website. For a Custom-Coded Website you receive your site's code, but you or your new developer must host it and reconnect forms and tracking. A static extraction of platform-built pages is a visual record only: forms, booking calendars, chat widgets, and tracking will not function.
EXHIBIT F: CALL DISCLOSURE & RECORDING CONSENT SCRIPT APPROVAL (STANDARD REFERENCE
SCHEDULE)
This Exhibit is presented on the hosted Agreement as a standard reference compliance schedule and contains no interactive fill-in fields on this page.
As stated in Section 2.3, the deemed-approval mechanism in Section 5.3 does not apply to this Exhibit F: Company will not deploy the AI voice receptionist for Client until Client has separately and affirmatively approved, in a signed writing outside this hosted page, the call disclosure and recording consent script applicable to Client's service area.
That signed approval, completed as part of Client's onboarding, will document:
• Jurisdiction Scope: The specific states from which Client expects to receive inbound calls.
• Multi-State Consent Acknowledgment: Client's acknowledgment of Section 2.5, including that one or more of those states may impose all-party consent requirements carrying statutory damages.
• Approved Disclosure Script: The specific disclosure script approved for delivery at the outset of each call, before recording begins — by default: "Hi, thanks for calling [Client Business Name]. You're speaking with an automated AI assistant, and this call is recorded. How can I help you today?", or Client's approved alternative language.
• Client Legal Warranty: Client's warranty that it has independently determined the approved script satisfies all applicable recording consent, eavesdropping, wiretapping, and AI-disclosure requirements.
• Geographic Expansion Notice: Client's commitment to notify Company and execute a revised Exhibit F before expanding its service area or advertising into any state not covered by the approved script.
• Full Indemnity Application: Client's confirmation that Section 12.1(3) applies in full to any claim arising from the recording, transcription, or storage of communications made using the approved script.
Company Information:
Rocky Mountain Automation AI:
Custom AI Voice Receptionists, Automated Lead Capture & Reputation Management for Local Trades.
Address:
Rocky Mountain Automation AI
Walsenburg, CO 81089
Contact:
Phone: 719-738-8992
Email: [email protected]
Legal & Compliance:
.
.
© Copyright 2026 . Rocky Mountain Automation AI . All rights reserved
Company Information:
Rocky Mountain Automation AI:
Custom AI Voice Receptionists, Automated Lead Capture & Reputation Management for Local Trades.
Address:
Rocky Mountain Automation AI
Walsenburg, CO 81089
Contact:
Phone: 719-738-8992
Email: [email protected]
Legal & Compliance:
.
.
© Copyright 2026 . Rocky Mountain Automation AI . All rights reserved