1.Purpose and terms

The parties agree to the following terms of their arrangement:

2.Relationship of the parties

The parties are independent contractors. Nothing in this Agreement creates a partnership in the legal sense, joint venture, employment, or agency relationship, and neither party may bind the other except as expressly stated in the terms above.

3.Confidentiality

Each party may receive the other's non-public information ("Confidential Information") and will use it only to perform under this Agreement and protect it with at least reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, giving prompt notice where permitted. These obligations survive for 3 years after termination.

4.Intellectual property

Each party retains all right, title, and interest in its own pre-existing intellectual property, brands, content, and technology. Any licenses or rights granted between the parties are limited to those expressly stated in the terms above and only for the purpose of this Agreement. Neither party acquires ownership of the other's intellectual property by this Agreement.

5.Representations and warranties

Each party represents that it has the authority to enter this Agreement, that doing so does not breach any other agreement, and that it holds the rights and consents needed for what it contributes. Except as expressly stated, each party's contributions are provided "as is" without other warranties, express or implied.

6.Limitation of liability

To the maximum extent allowed by law, neither party is liable to the other for indirect, incidental, special, or consequential damages, or lost profits. Nothing in this Section limits either party's confidentiality obligations, indemnification obligations, or amounts expressly owed under the terms above.

7.Indemnification

Each party will indemnify, defend, and hold the other harmless from third-party claims, damages, and costs (including reasonable attorney's fees) arising from its own content, materials, breach of this Agreement, or violation of law.

8.Term and termination

This Agreement begins on the effective date and continues for the term stated above, or until terminated. Either party may terminate for material breach not cured within 15 days of written notice. On termination, each party returns or stops using the other's Confidential Information and pays any amounts then owed. Provisions that by their nature should survive do so.

9.Governing law and disputes

This Agreement is governed by the laws of the State of Texas, without regard to conflict of law rules. Venue lies in the courts located in Texas, the prevailing party is entitled to reasonable attorney's fees, and the parties will try in good faith to resolve disputes before filing.

10.Miscellaneous

If any provision is unenforceable, the rest remains in effect and that provision is modified to the minimum extent needed to be enforceable. A party's failure to enforce a provision is not a waiver. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets. Notices must be in writing to the email or address each party designates. This Agreement may be signed in counterparts and by electronic signature, each an original, and is the entire agreement between the parties, replacing prior discussions; changes must be in writing and signed by both parties.

1.Services

Provider will perform the following services for Client (the "Services"):

Any work outside this scope is a change order, quoted and approved in writing before it begins.

2.Fees

Item	Fee

The Client owns all third party AI platform accounts used in the Services (for example Claude and Higgsfield) and pays those platform and usage fees directly. Provider retains administrator access to build and maintain the system during the term.

3.Payment terms

• The total one-time fees and the first month's recurring fee (if any) shown above are due on the effective date.
• Recurring fees are then billed in advance on the 1st of each month for the remainder of the term.
• Invoices are due on receipt. Amounts more than 10 days late may pause active work and accrue 1.5% per month, and Client is responsible for reasonable costs of collection.
• Payment is made by card on file through Stripe. The initial build cost is non-refundable once work has begun. Prices do not include applicable Texas sales tax, which is added where required.

4.Term and renewal

This Agreement begins on the effective date and has an initial term of 12 months. One-time work continues until delivered and accepted. After the initial 12-month term, recurring services continue month to month and renew automatically until canceled by either party with 30 days written notice.

5.Onboarding and timelines

The AI messaging agent (speed to lead) requires a minimum of 2 weeks to onboard while A2P messaging registration is cleared, and requires a website build or website access to launch. All timelines are good-faith estimates. Delays caused by missing Client materials, approvals, or access extend timelines accordingly.

6.Client responsibilities

Client will: (a) provide timely access, content, approvals, accounts, and decisions needed for the Services; (b) designate a primary contact with authority to approve work; (c) review and approve all agent scripts, flows, and outbound content before launch; (d) ensure it holds the rights and licenses to all materials, brands, contact lists, and content it provides; and (e) comply with the laws that apply to its business and its outreach.

7.Messaging and calling compliance

Client is the sender and caller of record for all outreach. Client represents and warrants that it has obtained and maintains all consents required by law (including the Telephone Consumer Protection Act and applicable state law) to contact its customers and leads by phone call and text message, and that its contact lists were lawfully collected. Client will not use the Services for prohibited, deceptive, or unlawful content, and is responsible for the accuracy of its A2P registration. Client will indemnify and hold Provider harmless from any claim arising out of Client's lists, consents, content, or use of the calling and messaging Services.

8.AI services disclaimer

The AI agents are assistive tools that can make mistakes. Client is responsible for reviewing and approving the scripts and for supervising outcomes. Provider does not guarantee specific AI outputs and is not liable for decisions made based on AI-generated content.

9.Third-party services and usage

The Services rely on third-party platforms (such as hosting, telephony, and messaging providers) that have their own terms and usage-based fees. Those fees are passed through or billed as incurred, and Client's use is subject to those providers' terms.

10.Intellectual property

On full payment, Client owns the final delivered website and the written content created for Client. Provider retains all right, title, and interest in its pre-existing tools, frameworks, methods, templates, and know-how, and in anything of general application it develops. Provider grants Client a non-exclusive license to use those retained elements as part of the delivered work. Third-party software and licenses remain governed by their own terms.

11.Portfolio and publicity

Client grants Provider a perpetual, worldwide, royalty-free right to reproduce, display, and reference the websites, designs, applications, and other work product Provider created for Client, and to identify Client as a client and use Client's name and logo, in Provider's portfolio, website, case studies, proposals, and marketing. Provider will not disclose Client's Confidential Information in doing so; any specific details Provider shows will be limited to information already publicly available on Client's website or otherwise public. Client may withdraw use of its name or logo in new materials on written request, which does not affect materials already published.

12.Confidentiality

Each party may receive the other's non-public information ("Confidential Information") and will use it only to perform under this Agreement and protect it with at least reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, giving prompt notice where permitted. On request after termination, each party will return or destroy the other's Confidential Information. These obligations survive for 3 years after termination. The rights in Section 11 are an agreed exception.

13.Data and privacy

Client owns its customer data. As between the parties, Client is the controller of the personal data it provides or that is collected through the Services, and Provider processes that data only to deliver the Services and on Client's instructions. Provider will use reasonable safeguards to protect that data, will notify Client without undue delay after a confirmed breach of Provider-held Client data, and on termination will return or delete Client data within a reasonable period unless retention is required by law. Each party will comply with the privacy and consumer-protection laws that apply to it, and the parties will sign a data processing addendum if applicable law requires one.

14.Warranties and disclaimer

Provider will perform the Services in a professional and workmanlike manner. Except for that, the Services are provided "as is" without other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Provider does not guarantee specific revenue, rankings, lead volume, or appointment counts, which depend on factors outside its control.

15.Limitation of liability

To the maximum extent allowed by law, neither party is liable for indirect, incidental, special, or consequential damages, or lost profits. Provider's total liability under this Agreement is limited to the fees paid by Client in the 3 months before the claim. Nothing in this Section limits Client's payment obligations, either party's confidentiality obligations, or Client's indemnification obligations.

16.Indemnification

Client will indemnify, defend, and hold Provider harmless from claims, damages, and costs (including reasonable attorney's fees) arising from Client's content, contact lists, lack of required consent, breach of this Agreement, or misuse of the calling and messaging Services.

17.Termination

Either party may terminate for material breach not cured within 15 days of written notice. On termination, Client pays for all work performed and costs committed through the termination date. The initial build cost is non-refundable once work has begun.

18.Independent contractor

Provider is an independent contractor, not an employee, partner, or agent of Client. Neither party may bind the other.

19.Subcontractors

Provider may use qualified subcontractors or third-party tools to perform parts of the Services and remains responsible for their work under this Agreement.

20.Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including outages of third-party platforms, carrier or registration delays, acts of nature, or government action.

21.Assignment

Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets. This Agreement binds the parties' permitted successors and assigns.

22.Governing law

This Agreement is governed by the laws of the State of Texas, without regard to conflict of law rules. Venue lies in the courts located in Texas, and the prevailing party in any dispute is entitled to its reasonable attorney's fees and costs.

23.Entire agreement

This Agreement, together with the attached quote, is the entire agreement between the parties and replaces prior discussions. Changes must be in writing and signed by both parties.

24.Miscellaneous

If any provision is unenforceable, the rest remains in effect and that provision is modified to the minimum extent needed to be enforceable. A party's failure to enforce a provision is not a waiver. Notices must be in writing and sent to the email or address each party designates. This Agreement may be signed in counterparts and by electronic signature, each of which is an original. Provisions that by their nature should survive termination do so, including fees owed, intellectual property, portfolio and publicity rights, confidentiality, warranties, limitation of liability, indemnification, and governing law.