Client Service Agreement

This Client Service Agreement ("Agreement") is entered into as of the Effective Date shown above between LeadCatch, a Tennessee limited liability company ("LeadCatch" or "Provider"), and the client identified above ("Client"). This Agreement, together with the LeadCatch Terms of Service (leadcatch.homes/terms) and Privacy Policy (leadcatch.homes/privacy), governs the provision of AI-powered lead conversion services described herein.

1. Scope of Services

LeadCatch will provide the following services to Client during the term of this Agreement ("Services"):

1.1 AI-Powered Lead Response

LeadCatch's AI system, operating under the persona "Alex," responds to inbound leads submitted through Client's connected lead sources (Google LSA, website forms, inbound phone calls, missed call callbacks, and other integrated sources), targeting a first response within 60 seconds of receipt. This response-time target is a commercially reasonable efforts standard and not a warranty; see Section 4.1. Responses are delivered via voice, SMS, email, and calendar booking as appropriate for each lead interaction. The AI voice receptionist answers inbound calls that Client misses or is unavailable to take, qualifies the caller, and books qualified callers directly onto Client's calendar; active emergencies and human-callback requests are escalated to Client.

1.2 Five-Point Pre-Qualification Gate

Every lead processed through the Service is evaluated against LeadCatch's five-point pre-qualification gate before any appointment is booked on Client's calendar. The five criteria are:

1. Decision-maker confirmation: The lead must own or control the repair decision (homeowner or authorized property decision-maker; not a tenant, property manager acting without authority, or non-decision-maker).
2. Roofing need confirmation: The lead must have a confirmed roofing issue or active interest in roof repair or replacement.
3. Service area fit: The lead's property must be located within Client's contracted service area zip codes as recorded in Schedule A (Service Order).
4. Valid contact and booking commitment: The lead must have agreed to a specific date and time on Client's calendar and provided a valid contact method.
5. Timeline fit: The lead must not have indicated a timeline incompatible with Client's scheduling capacity or a purely price-shopping motivation as defined in LeadCatch's qualification protocols.

For every lead, LeadCatch records the qualification outcome, the source the lead came from, and the contact timestamps. The level of detail retained beyond that varies by channel and by how far the conversation progressed: a lead that completes a qualifying conversation carries a fuller written record than one that ends early. LeadCatch does not represent that a written narrative summary exists for every lead. Client may request the qualification records LeadCatch holds for Client's leads at any time by emailing inquiry@leadcatch.homes; LeadCatch will compile and provide them within ten (10) business days of the request.

1.3 Multi-Channel Redundancy

Leads reach the Services through the following inbound lanes, each qualified and booked through the same flow described in Section 1.2: voice (inbound calls to Client's business number that Client misses or is unavailable to take, answered by the AI receptionist); SMS (text messages sent to Client's LeadCatch messaging number); web form responses (enquiries submitted through Client's website forms, including visitors Client sends to those forms from paid advertising); Google Local Services Ads (captured from the lead notifications Google sends to Client's LSA account, which Client routes to LeadCatch during onboarding); and email, where Client's inbound email is routed to LeadCatch as part of onboarding. Other advertising lead lanes — including Google Ads lead forms and Facebook or Instagram lead forms — are not included in the Services unless added by written agreement. A qualified lead on any covered lane is booked onto Client's calendar through LeadCatch's Google Calendar integration; other calendar systems are not included unless agreed in writing. No lane is represented as active before the Go-Live Date defined in Section 2.1 — onboarding (Schedule A) must complete first, and go-live is confirmed to Client in writing. LeadCatch sends SMS on Client's behalf over a carrier-verified toll-free number (toll-free verification, as recorded in Schedule A). Registration of a local ten-digit number under A2P 10DLC is a separate, later step; until that registration is approved, SMS continues to be sent over the verified toll-free number, and Client's messages are delivered on that number rather than on a local one. At no point are the Services limited to voice, email, and calendar only on account of a pending A2P 10DLC registration. Carrier registration and verification are regulatory processes controlled by the carriers, not by LeadCatch, and LeadCatch does not commit to a date on which a local A2P 10DLC number will be approved. LeadCatch will tell Client in writing if SMS on Client's account is ever suspended or if the sending number changes.

LeadCatch does not represent that the channels are redundant substitutes for one another, and does not commit to automatic failover between channels: a message routed to a channel that is unavailable is not automatically re-sent on a different channel. Where a lead has supplied only one usable contact method, the Service reaches that lead only if the corresponding channel is active. LeadCatch operates automated monitoring of the Services and will notify Client of a channel outage that materially affects Client's coverage as soon as reasonably practicable after LeadCatch becomes aware of it. LeadCatch does not commit to a fixed notification deadline.

1.4 Calendar Booking and Appointment Management

Qualified appointments are booked directly into Client's Google Calendar. The calendar event carries the lead's name in the event title and the booking details in the event description. Where the lead provided an email address, the Service may add the lead as an invitee; whether it does so depends on the channel the booking came through, and LeadCatch does not warrant that every booking carries a lead invitee. The lead's record — contact details, source, and qualification outcome — is available to Client in the LeadCatch dashboard.

How the booked time is chosen. Where the booking is made by the AI receptionist on a live call, the Service checks Client's calendar for conflicts and, if the time the caller asked for is already busy or outside Client's configured hours, books the next available slot instead. Where the booking is made through the non-voice lead path, the Service books the time the lead agreed to and does not check Client's calendar for conflicts. In both cases Client is responsible for keeping Client's calendar availability accurate at all times, and LeadCatch is not responsible for a double-booking arising from availability Client has not kept current.

1.5 Follow-Up Sequences

Leads that do not respond to the first contact receive an automated recovery sequence of up to four (4) further touches across SMS and email, on days 1, 3, 7 and 14 after the lead is received. A lead that replies is handed to the automated setter conversation, in which each inbound message receives a response until an appointment is booked or the lead asks to stop. A lead that completes the recovery sequence without responding is marked dormant and receives no further automated contact.

1.6 Reporting

Client receives a weekly performance report delivered every Monday summarizing: inquiries captured, calls answered, conversations handled, leads qualified, appointments booked, text opt-outs (STOP requests), revenue attributed, and a per-source breakdown of inquiries and booked jobs. Client also has access to real-time KPI data through the LeadCatch dashboard.

2. Payment Schedule and Fees

2.1 Monthly Fee

Client shall pay a monthly fee of $5,000.00 (USD) per month. The first monthly fee is due upon execution of this Agreement and covers LeadCatch's full buildout and go-live, including phone number acquisition, carrier registration of the messaging number (toll-free verification, and A2P 10DLC where a local number is used), Google OAuth integration, DNS configuration, and workflow build-out. Payment of the first monthly fee constitutes authorization for LeadCatch to commence those provisioning activities. There is no separate setup fee. The second monthly fee is due thirty-seven (37) days after the Go-Live Date, and the monthly fee recurs on that same calendar date each month thereafter. The recurring billing cycle is anchored to the Go-Live Date, not to the date this Agreement is executed. The thirty-seven (37) day interval is a one-time buffer: it places the second monthly fee seven (7) days after the close of the 30-day Guarantee Period (Section 4), which also runs from the Go-Live Date, and that seven (7) day span is exactly the period within which Client must raise any written guarantee dispute under Section 4.6. The second monthly fee therefore does not fall due until both the Guarantee Period and that seven (7) day written window have closed. The buffer applies to the second monthly fee only; each subsequent monthly fee falls on that same calendar date in each following month. "Go-Live Date" means the date on which all four of the following are true and LeadCatch has confirmed them to Client in writing with a timestamp: (i) Client's tracking number is provisioned and live; (ii) the AI receptionist is answering calls on that number; (iii) Client's calendar is connected; and (iv) at least one lead channel is active. The Guarantee Period runs from the date of that written confirmation, never from the date of payment or signature. All fees are stated in and payable in United States dollars.

2.2 Per-Appointment Fee

In addition to the monthly fee, Client shall pay $500.00 (USD) per Billable Appointment, as that term is defined in Section 4.2. Per-appointment fees are billed monthly in arrears for Billable Appointments occurring in the preceding calendar month. The invoice states the number of Billable Appointments charged for that month. For every one of them, LeadCatch maintains an attribution evidence bundle — the source channel, the message thread or the call recording and transcript, the ISO-8601 UTC timestamp, and the calendar event ID — and will provide the itemized bundle for any invoice on Client's request. The evidence bundle is the record of account for every per-appointment charge, and any dispute as to a charge is resolved from it. A charge for which LeadCatch cannot produce the evidence bundle is credited to Client.

2.3 Payment Authorization

By executing this Agreement, Client authorizes LeadCatch to charge Client's payment method on file for: (a) the first $5,000.00 monthly fee upon execution of this Agreement; (b) the $5,000.00 monthly fee beginning thirty-seven (37) days after the Go-Live Date and recurring on that same calendar date each month thereafter for the duration of the Agreement; and (c) per-appointment fees of $500.00 for each Billable Appointment, billed monthly in arrears for the preceding calendar month per Section 2.2.

3. Term and Termination

3.1 Month-to-Month Arrangement

This Agreement begins on the Effective Date and continues on a month-to-month basis with no minimum commitment. Either party may cancel at any time as set forth in Section 3.2.

3.2 Cancellation

Either party may cancel this Agreement at any time:

• Client cancellation: Notice must be submitted by email to inquiry@leadcatch.homes with thirty (30) days' notice. Cancellation takes effect at the end of the billing month in which the 30-day notice period ends. There are no early-termination fees.
• Provider cancellation: LeadCatch may terminate this Agreement for convenience upon thirty (30) days' written notice to Client; in that case, Client's sole remedy is a pro-rata refund of any prepaid, unused monthly fees, consistent with the Terms of Service and Refund Policy. LeadCatch may also terminate immediately and without notice upon Client's material breach of this Agreement, in which case no refund is owed.

3.3 Effect of Termination

Upon termination: (a) Client's access to the Service terminates at the end of the final paid period; (b) LeadCatch will provide Client with an export of Client's lead data within 10 business days of request; (c) all OAuth authorizations and integrations are decommissioned; (d) Client data is retained per the Privacy Policy until Client requests deletion in writing — see §6 for the full retention terms.

4. 30-Day Appointment Guarantee

4.1 Guarantee Delivery Standard

LeadCatch guarantees that within the 30-day Guarantee Period beginning on the Go-Live Date, Client will receive at least one (1) qualified appointment attended by the homeowner. During the Guarantee Period, LeadCatch targets a first contact attempt within 60 seconds for each new lead delivered to LeadCatch, and provides a structured, multi-touch automated sequence: a lead that does not respond receives an automated recovery sequence of up to four (4) further touches across SMS and email, on days 1, 3, 7 and 14 after the lead is received, and a lead that replies enters an automated setter conversation in which each inbound message receives a response until an appointment is booked or the lead asks to stop. Response-timing targets are commercially reasonable efforts, not a separate warranty; the sole guarantee under this Agreement is at least one (1) qualified appointment attended by the homeowner as stated above.

4.2 Definition of Qualified Appointment and Billable Appointment

A "Qualified Appointment" means a booked calendar appointment with a lead that has passed all five criteria of LeadCatch's pre-qualification gate (as defined in Section 1.2) and has been logged with a timestamp, source, and full qualification record in LeadCatch's system.

Attendance. A Qualified Appointment discharges LeadCatch's guarantee under this Section 4 only when the homeowner attends it. A booked Qualified Appointment the homeowner does not attend — whether or not the homeowner had confirmed it — does not satisfy the guarantee and does not stop, pause, or extend the running of the Guarantee Period. The guarantee test and the per-appointment fee test are two separate tests, and they are deliberately not the same. An appointment the homeowner confirmed and then failed to attend is a Billable Appointment under this Section 4.2 and the $500 per-appointment fee is owed for it, and that same appointment does not satisfy the guarantee. Client may therefore be charged the per-appointment fee for a Confirmed Appointment the homeowner did not attend and, on those same facts, still be entitled to the remedy in Section 4.5. Reminding, re-confirming, rescheduling, and otherwise securing the attendance of a homeowner who has already confirmed remains Client's responsibility for fee purposes, but a homeowner's non-attendance never counts against the guarantee. An appointment the homeowner neither confirmed nor attended is neither billable nor guarantee-satisfying. Whether Client wins the job is not a condition of either the guarantee or the fee: closing remains Client's own sales process, and a homeowner who attends and does not buy both satisfies the guarantee and is billable.

A "Billable Appointment" is an appointment that (a) passed LeadCatch's qualification gate as set out in Section 1.2 — decision-maker, service area, genuine project intent, realistic timeline, and valid contact, with pure price-shoppers excluded — (b) is confirmed on Client's connected calendar, and (c) is either attended by the homeowner or is a Confirmed Appointment that the homeowner failed to attend.

Homeowner confirmation. A "Confirmed Appointment" is an appointment for which LeadCatch holds a record of an affirmative confirmation given by the homeowner before the scheduled start time, stored with the UTC timestamp of that confirmation and the channel through which it was given. Confirmation is given by the homeowner selecting the confirmation link in the appointment message, replying to confirm by text message, confirming during a recorded telephone call, or confirming to Client directly where Client records it in the LeadCatch dashboard. LeadCatch having sent a confirmation request is not a confirmation, and the homeowner's silence is never a confirmation. Where no such record exists, the appointment is not a Confirmed Appointment.

Homeowner no-shows. If the homeowner does not attend a booked appointment: (i) where the appointment was a Confirmed Appointment, it is a Billable Appointment and the $500 per-appointment fee is owed. Reminding, re-confirming, rescheduling, and otherwise securing the attendance of a homeowner who has already confirmed is Client's responsibility, and a homeowner who confirms and then fails to attend does not relieve Client of the fee; and (ii) where the appointment was not a Confirmed Appointment — including where LeadCatch was unable to deliver a confirmation request to the homeowner at all — it is not a Billable Appointment, the fee is not owed, and any fee already charged for it is credited to Client. Client must report a homeowner's failure to attend within twenty-four (24) hours of the scheduled start time; where Client does not, the appointment stands as billed. If the homeowner subsequently attends a rescheduled appointment, the original and the rescheduled appointment are together billed once — never both. Client remains responsible for its own sales process: an appointment the homeowner attends is billable whether or not Client wins the job. An appointment that did not pass the qualification gate is not a Billable Appointment, is not billed, and is credited to Client without dispute. The attribution evidence bundle described in Section 2.2 — source channel, message thread or call recording and transcript, ISO-8601 UTC timestamp, and calendar event ID — together with the confirmation record described above, is the record of account for every per-appointment charge, and every dispute regarding a per-appointment charge is resolved from it.

4.3 Conditions Precedent to Guarantee

The guarantee applies only if ALL of the following conditions are satisfied throughout the Guarantee Period:

1. Client completed onboarding and granted all required access (calendar, lead sources, and phone number/DNS).
2. Client maintained at least one active lead source (Google LSA, paid ads, website form, or equivalent) directing leads to the connected number or form throughout the entire Guarantee Period.
3. Client's own sources delivered at least twenty-five (25) inbound customer enquiries to LeadCatch during the Guarantee Period, as logged and measured by LeadCatch. An "inbound customer enquiry" means a homeowner-initiated call, form submission, or text message reaching the connected number or form. This condition measures the raw inbound demand Client's own marketing produces — it is not a count of appointments booked, and not a count of jobs won. LeadCatch tracks this count for Client and will surface it on request.
4. Client responded to or accepted delivered appointments within 24 hours of booking. An appointment that Client cancels, misses, declines, or fails to accept is treated as satisfying the guarantee. A homeowner's failure to attend, by contrast, does not satisfy the guarantee — whether or not the homeowner had confirmed the time — per the Attendance paragraph of this Section 4, and the Guarantee Period continues to run. Where that homeowner had confirmed the time, the appointment is nonetheless a Billable Appointment and the $500 per-appointment fee is owed for it; where the homeowner never confirmed, it is credited and never billed.

4.4 Guarantee Exclusions

The guarantee remedy does not apply under any of the following circumstances:

• Delays caused by carrier registration approval timelines for the messaging number, including toll-free verification and A2P 10DLC (a regulatory process outside LeadCatch's control);
• Third-party service outages affecting Twilio, Google, Brevo, Supabase, Vercel, or any upstream carrier;
• Force majeure events including natural disasters, widespread internet outages, or government-mandated service interruptions;
• Any period during which Client's OAuth tokens, DNS records, or integrations are invalid, expired, or revoked due to Client's action or inaction;
• Client's close rate — whether Client wins the job is never a condition of the guarantee — and appointments that did not proceed because Client cancelled, missed, declined, or failed to accept them. A homeowner's failure to attend is NOT an exclusion: an appointment the homeowner does not attend does not satisfy the guarantee, whether or not the homeowner had confirmed it, and the Guarantee Period continues to run. A Confirmed Appointment the homeowner did not attend is still billable under Section 4.2, and being billed for it does not waive, reduce, or offset the remedy in Section 4.5;
• Fewer than twenty-five (25) inbound customer enquiries delivered to LeadCatch during the Guarantee Period, or market or competitive conditions outside LeadCatch's control that suppress Client's inbound enquiry volume.

4.5 Remedy

If the guarantee conditions are met and LeadCatch fails to deliver at least one (1) Qualified Appointment attended by the homeowner within the 30-day Guarantee Period, Client elects one of two remedies: (a) a full refund of the first monthly fee ($5,000) and termination, or (b) LeadCatch continues at no charge until the first Qualified Appointment a homeowner attends. Where remedy (a) is elected, no Billable Appointment occurred during the Guarantee Period by definition, so no per-appointment fee is owed or refundable for that period. Where remedy (b) is elected, the monthly fee set out in Section 2.1 is suspended for the duration of that remedy: no monthly charge is issued, and no monthly invoice becomes payable, for any period during which remedy (b) is in effect. Monthly billing resumes on the date the first Qualified Appointment is attended by the homeowner, and the recurring monthly cycle is re-anchored to that date, so each subsequent monthly fee falls on that same calendar date in each following month; a booked appointment the homeowner does not attend does not end remedy (b) and does not resume monthly billing, whether or not the homeowner had confirmed it. No per-appointment fee is charged for any appointment occurring while remedy (b) is in effect, including a Confirmed Appointment the homeowner did not attend: "at no charge" means no monthly fee and no per-appointment fee for the duration of the remedy. The appointment that ends remedy (b) — the first Qualified Appointment a homeowner attends — is a Billable Appointment for definitional and evidence-bundle purposes, but no per-appointment fee is charged for that specific appointment either; the standard $500 per-appointment fee, billed monthly in arrears, applies to every Billable Appointment after it. Other than the three (3) appointment credits described immediately below, no credits, partial credits, additional damages, consequential damages, or remedies of any kind apply. This remedy is the sole and exclusive remedy for guarantee non-delivery.

Appointment credits following remedy (b). On the date monthly billing resumes under remedy (b) — the date the first Qualified Appointment is attended by the homeowner — Client is granted three (3) appointment credits. Each credit waives in full the $500 per-appointment fee for one Billable Appointment that would otherwise be charged, and each credit is consumed by exactly one such appointment. These three credits are in addition to the appointment that ends remedy (b), for which no per-appointment fee is charged in any event under this Section. The credits are granted once, are not renewed, topped up, or re-granted, have no cash value, and are not transferable.

The appointment credits expire ninety (90) calendar days after monthly billing resumes. The credit period opens on the date monthly billing resumes under remedy (b) and closes ninety (90) calendar days after that date. A Billable Appointment occurring within that period consumes a credit; the same appointment occurring after that period is charged the standard $500 per-appointment fee. Any credit unspent when the period closes expires and is void — it is not extended, banked, carried forward, refunded, or converted into any other credit, discount, or payment. The ninety (90) day period runs continuously from the resumption date whether or not Client books any appointments during it, and is not tolled, suspended, or extended.

Election of remedy — deadline and effect of silence. Client must elect remedy (a) or remedy (b) by written notice to inquiry@leadcatch.homes within seven (7) calendar days after the end of the Guarantee Period — the same seven (7) day window as the dispute process in Section 4.6, and the same window the thirty-seven (37) day billing buffer in Section 2.1 is sized against, so that no second monthly fee falls due before Client's election window has closed. An election, once submitted in writing, is final and may not be changed. If Client submits no written election within that seven (7) day window, Client is deemed to have elected remedy (b) — free continuation with the monthly fee suspended — and remedy (a), refund of the first monthly fee and termination, is waived. Silence never waives the guarantee itself; it waives only Client's choice of the refund, and the remedy that costs Client nothing applies by default. Where remedy (b) applies by deemed election, it takes effect as of the end of the Guarantee Period, and LeadCatch will confirm that in writing to Client within two (2) business days after the close of the election window. While remedy (b) is in effect, whether elected expressly or by deemed election, LeadCatch will not terminate this Agreement for convenience under Section 3.2; LeadCatch may terminate during that period only for Client's material breach of this Agreement.

4.6 Dispute Process

Any dispute regarding whether the guarantee conditions were met must be submitted in writing to inquiry@leadcatch.homes within 7 calendar days after the end of the Guarantee Period. Disputes submitted after this window are waived. This seven (7) day window runs in parallel with, and is the same window as, the remedy-election window in Section 4.5; a written notice that both disputes a condition determination and elects a remedy satisfies both. LeadCatch will review Client's account data and qualification logs and respond in writing within two (2) business days of receiving a dispute or an election, and where remedy (a) is due, will issue the refund within five (5) business days of that response.

5. Client Obligations

Client agrees to fulfill the following obligations throughout the term of this Agreement:

• Provide valid Google OAuth authorization for Google Calendar and maintain that authorization without interruption.
• Maintain at least one active inbound lead source throughout the term. Client acknowledges that the Service's effectiveness is directly dependent on inbound lead volume.
• Designate a phone number for SMS provisioning (or accept a LeadCatch-provisioned Twilio number) and complete any carrier registration steps required within 5 business days of request.
• Provide accurate business information, service area zip codes, calendar availability windows, and intake data during the Onboarding Period, for recording in Schedule A (Service Order). Client is responsible for the consequences of inaccurate onboarding data.
• Respond to AI handoff notifications within 24 hours.
• Represent and warrant that all leads submitted through the Service have provided valid prior express written consent to receive commercial SMS messages from Client's business.
• Attend both onboarding sessions (approximately 30 minutes each) within the first 5 business days following execution of this Agreement.

6. Data Ownership

All lead data, customer data, and business data submitted to or generated through the Service on Client's behalf ("Client Data") is and remains the sole property of Client. LeadCatch is granted a limited, non-exclusive, revocable license to access, process, and store Client Data solely for the purpose of providing the Services during the term of this Agreement. This license terminates upon expiration or termination of the Agreement.

Upon Client's written request following termination, LeadCatch will provide Client with a full export of Client Data in a machine-readable format within 10 business days. LeadCatch will retain Client Data following contract termination until Client requests deletion in writing, consistent with LeadCatch's legal retention obligations and its Privacy Policy — there is no automatic purge schedule.

LeadCatch does not sell Client Data or use Client Data for any purpose other than providing the Services. LeadCatch may use anonymized, aggregated, non-identifiable data derived from the Services to improve its AI models and platform performance.

Processing on Client's behalf: With respect to Client Data, LeadCatch acts as Client's service provider/processor: it processes Client Data only to provide the Services and per Client's documented instructions, applies reasonable technical and organizational security measures, engages only the subprocessors listed in the Privacy Policy (and will update that list when subprocessors change), and requires them to protect the data. LeadCatch will reasonably assist Client in responding to privacy-rights requests from Client's leads.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public proprietary information disclosed in connection with the Services ("Confidential Information"). Each party agrees to use Confidential Information solely for the purpose of performing obligations under this Agreement and to protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that: (a) becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; or (c) is required to be disclosed by law or court order. This confidentiality obligation survives termination of this Agreement for a period of 3 years.

8. Non-Solicitation

During the term of this Agreement and for a period of 12 months following termination, LeadCatch agrees not to directly solicit, contact for commercial purposes, or use for LeadCatch's own marketing efforts any customer or lead that was processed through the Service on Client's behalf. This restriction does not apply to leads or customers who independently contact LeadCatch through LeadCatch's own marketing channels without solicitation by LeadCatch. This non-solicitation clause applies only to leads processed specifically on Client's behalf and does not restrict LeadCatch from serving other roofing contractors in Client's general geographic area.

9. TCPA Compliance and Indemnification

Client represents and warrants that all phone numbers provided to the Service for SMS messaging have been obtained from individuals who provided valid prior express written consent to receive commercial SMS messages from Client's business, in compliance with the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, applicable FCC regulations, and CTIA guidelines. Client is solely responsible for consent collection, verification, and documentation.

LeadCatch's role is limited to providing the software automation that transmits messages to phone numbers provided by Client. LeadCatch does not independently verify consent. Client agrees to indemnify, defend, and hold harmless LeadCatch and its members, managers, employees, and agents from and against any and all claims, damages, settlements, fines, penalties, and legal fees (including reasonable attorneys' fees) arising from TCPA violations attributable to Client's failure to obtain valid prior express written consent.

9.1 Call Answering, Transcription, Recording, and AI Disclosure

The Service answers inbound calls to Client's connected business line using an AI-generated voice, and records and transcribes every such call; recordings and transcripts are stored and shared with Client to deliver the Services. Before any audio is captured, the Service plays a fixed spoken notice stating that the call is recorded and transcribed and that the caller is speaking with an AI assistant rather than a live person. That notice is a fixed script, not generated by the AI, and cannot be shortened or skipped. Client authorizes LeadCatch to answer, record, and transcribe calls to Client's connected number on Client's behalf.

Call-recording consent and automated/AI-caller disclosure requirements vary by state. Client is responsible for informing LeadCatch of any consent or disclosure requirement specific to Client's business, industry, or service area, and for Client's own compliance obligations with respect to calls involving Client's personnel. LeadCatch will configure call-start disclosures as required by applicable law.

10. Limitation of Liability

LeadCatch does not guarantee specific revenue outcomes, close rates, lead conversion rates, or business results. Results depend on factors outside LeadCatch's control, including but not limited to Client's inbound lead volume, Client's sales process, pricing, market conditions, and Client's responsiveness to delivered appointments.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless LeadCatch, its members, managers, employees, contractors, and agents from and against any and all claims, damages, settlements, penalties, fines, costs, and legal fees arising from: (a) Client's use of the Services; (b) Client's violation of this Agreement or applicable law; (c) messages sent to leads who did not provide valid prior express written consent; (d) Client's misrepresentation of any information provided during onboarding or otherwise; or (e) claims by Client's leads, customers, or employees arising from the Services.

12. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Tennessee, without regard to conflict of law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation within 30 days shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA). Arbitration shall be conducted in Nashville, Tennessee. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The parties each waive any right to participate in a class action or class-wide arbitration proceeding.

13. General Provisions

• Entire agreement: This Agreement, together with Schedule A (Service Order), Schedule B (Onboarding and Go-Live), and the Terms of Service and Privacy Policy incorporated herein by reference, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements, representations, and understandings. Order of precedence: if there is a conflict, Sections 1–13 of this Agreement govern over Schedule A and Schedule B; this Agreement governs over the Terms of Service and Privacy Policy as to the subject matter of this Agreement.
• Amendments — mutual written consent only: This Agreement, including Schedule A and Schedule B, may be amended only by a written instrument signed by authorized representatives of both parties. No amendment may be made by conduct, by course of dealing, by an emailed statement that is not signed by both parties, by a notice to which the other party does not respond, or by any change to a LeadCatch web page, policy, or product documentation. Silence is never assent to an amendment. LeadCatch may not unilaterally change the price, the guarantee, the liability cap, or Client's termination rights at any time during the term.
• Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.
• Waiver: No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right.
• Assignment: Client may not assign this Agreement or any rights hereunder without prior written consent of LeadCatch. LeadCatch may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
• Notices: All notices required or permitted under this Agreement must be in writing and delivered by email to: for LeadCatch, inquiry@leadcatch.homes; for Client, the email address provided during account registration.
• Counterparts: This Agreement may be executed in counterparts, including electronic signatures, each of which is an original and all of which together constitute one instrument. Electronic signatures are binding.
• Survival: Sections 4.5 and 4.6 (guarantee remedy and dispute process, as to any guarantee claim arising before termination), 6 (Data Ownership), 7 (Confidentiality), 8 (Non-Solicitation), 9 (TCPA Compliance and Indemnification), 10 (Limitation of Liability), 11 (Indemnification), 12 (Governing Law and Dispute Resolution), and this Section 13 survive expiration or termination of this Agreement, together with any payment obligation accrued before termination.
• Independent contractor: LeadCatch performs the Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties, and neither party may bind the other.
• No third-party beneficiaries: This Agreement is for the benefit of the parties only. No lead, customer, employee, or other third party acquires any right under it.
• Force majeure: Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, labor disruption, government action, widespread internet or telecommunications failure, or the failure of an upstream carrier or platform provider. This does not excuse Client's payment obligations for Services already rendered.

13.1 Compliance Amendment During the Onboarding Period

Where a change in applicable law or carrier or platform regulation, or a subsequent review of this Agreement by licensed counsel, requires a modification for legal or regulatory compliance, LeadCatch may propose that modification to Client in writing (a "Compliance Amendment") during the Onboarding Period described in Schedule B, or at any later time.

A Compliance Amendment takes effect only when signed by both parties. Client is under no obligation to sign one. If Client does not sign a proposed Compliance Amendment within ten (10) business days of receiving it, the Agreement continues unchanged, and LeadCatch's only recourse is the right set out in the next sentence. Where LeadCatch reasonably determines that continuing to perform under the unamended Agreement would cause LeadCatch to violate applicable law, LeadCatch may terminate this Agreement on written notice, and in that event LeadCatch refunds the first monthly fee in full if the Go-Live Date has not occurred, or refunds the unused portion of the then-current month on a pro-rata basis if it has. Client owes no early-termination charge, and per-appointment fees already earned for Billable Appointments remain payable.

Schedule A — Service Order

This Schedule records the operational parameters specific to Client's business. It is completed during the Onboarding Period (Schedule B) and countersigned by both parties at the end of it. It is incorporated into the Agreement by reference and forms part of it.

Schedule A cannot change any term of Sections 1–13. It sets no price, alters no fee, changes no guarantee condition, and creates no new obligation on either party. If anything recorded here conflicts with Sections 1–13, Sections 1–13 govern. Nothing in this Schedule is a condition of the Agreement taking effect — the Agreement binds both parties from the Effective Date whether or not this Schedule is yet complete.

A.1 Service Area

The zip codes constituting Client's contracted service area for the purposes of the service-area criterion in Section 1.2:

_______________________________________________________________________

_______________________________________________________________________

Client may update this list at any time by written notice to inquiry@leadcatch.homes; LeadCatch will apply the update within two (2) business days. A service-area change is not an amendment to the Agreement and does not require a signed instrument.

A.2 Connected Lead Sources

The inbound enquiry sources Client connects to the Service. Client must maintain at least one active source throughout the term (Section 5), and at least twenty-five (25) inbound customer enquiries must reach LeadCatch during the Guarantee Period for the Section 4 guarantee to apply.

• Google Local Services Ads (LSA):   ☐ connected   ☐ not applicable   account: ____________________
• Website form(s):   ☐ connected   ☐ not applicable   URL(s): ____________________
• Inbound phone calls to the tracking number in A.3:   ☐ connected   ☐ not applicable
• Missed-call callback from Client's existing published number:   ☐ connected   ☐ not applicable   number: ____________________
• Other: ____________________________________________

A.3 Telephone Number and Carrier Registration

• Number carrying the Service: ____________________   ☐ provisioned by LeadCatch   ☐ supplied by Client
• Messaging registration route:   ☐ toll-free verification   ☐ A2P 10DLC (local number)
• Registration submitted on: ______________   Approved on: ______________

Carrier registration approval timelines are set by the carriers and are outside LeadCatch's control; Section 4.4 excludes delay attributable to them from the guarantee remedy.

A.4 Calendar and Availability

• Google account authorized for Google Calendar: ____________________
• Calendar that appointments are booked into: ____________________
• Availability windows Client wants offered to leads: ____________________
• Appointment duration to be booked: ______ minutes

As stated in Section 1.4, LeadCatch books the time the lead agreed to and does not check Client's calendar for conflicts before booking. Client is responsible for keeping calendar availability accurate.

A.5 Notices, Reporting, and Escalation

• Client notice address for the purposes of Section 13 (Notices): ____________________
• Recipient(s) of the weekly performance report (Section 1.6): ____________________
• Mobile number for handoff and escalation alerts: ____________________
• Named person authorized to accept appointments and respond within 24 hours (Sections 4.3 and 5): ____________________

A.6 Go-Live Confirmation

The Go-Live Date is the date LeadCatch confirms to Client in writing, with a timestamp, that all four conditions in Section 2.1 are true. It is recorded here for the parties' convenience; the written confirmation itself governs.

• (i) Tracking number provisioned and live:   ☐   date ______________
• (ii) AI receptionist answering on that number:   ☐   date ______________
• (iii) Client calendar connected:   ☐   date ______________
• (iv) At least one lead channel active:   ☐   date ______________

Go-Live Date (written confirmation sent): ___________________

The 30-day Guarantee Period (Section 4) and the recurring monthly billing cycle (Section 2.1) both run from this date, and from no other date. The second monthly fee falls due thirty-seven (37) days after it.

Schedule B — Onboarding and Go-Live

This Schedule describes what happens between signing and go-live. It is incorporated into the Agreement by reference. Like Schedule A, it cannot change any term of Sections 1–13.

B.1 The Onboarding Period

The "Onboarding Period" begins on the Effective Date and runs for seven (7) business days. LeadCatch's objective is to reach Go-Live within it.

B.2 What LeadCatch does during the Onboarding Period

1. Provisions the telephone number and submits carrier registration for messaging (toll-free verification or A2P 10DLC).
2. Configures the AI receptionist, the qualification gate to Client's service area and job types, and the follow-up sequences described in Section 1.5.
3. Connects Client's calendar and lead sources, and configures reporting.
4. Completes Schedule A with Client and presents it for countersignature.
5. Confirms the Go-Live Date to Client in writing with a timestamp, per Section 2.1.

B.3 What Client does during the Onboarding Period

1. Attends both onboarding sessions (approximately 30 minutes each) within the first five (5) business days after the Effective Date.
2. Grants Google OAuth authorization for Google Calendar.
3. Completes any carrier registration step LeadCatch requests within five (5) business days of the request.
4. Supplies the information recorded in Schedule A, accurately.
5. Points at least one inbound lead source at the connected number or form.

Where Client's own delay extends the Onboarding Period, the Go-Live Date moves accordingly. The Guarantee Period does not start until Go-Live, so a delay never shortens Client's guarantee.

B.4 Legal review during onboarding

Any change arising from a subsequent review of this Agreement by licensed counsel is proposed to Client as a Compliance Amendment under Section 13.1, takes effect only if Client signs it, and cannot increase Client's price, reduce Client's guarantee, or enlarge Client's liability. Client's decision not to sign one leaves this Agreement in force unchanged.