BookSpruce Client Service Agreement

This Client Service Agreement ("Agreement") is entered into on [DATE] ("Effective Date") between:

[BOOKSPRUCE LEGAL NAME], a [STATE] [limited liability company], with its address at [ADDRESS] ("BookSpruce"), and

[CLIENT BUSINESS NAME], with its address at [ADDRESS] ("Client").

1. The Service

1.1 What BookSpruce provides. BookSpruce provides a hosted software service that (a) sends an automatic text message to callers whose calls to Client's business number go unanswered, (b) responds to caller text messages using automated, AI-generated replies based on information Client provides, and (c) gives Client access to a dashboard of leads and conversations (together, the "Service").

1.2 Phone number. BookSpruce will provide or connect a phone number for use with the Service ("Service Number"). [Option A: the Service Number is a new number that Client forwards unanswered calls to. Option B: Client's existing number is forwarded conditionally.] Client is responsible for setting up call forwarding with its phone carrier, with BookSpruce's help.

1.3 Setup. Within [5] business days of the Effective Date and receipt of Client's completed Business Info Sheet, BookSpruce will configure the Service and confirm it is live.

1.4 Changes. BookSpruce may improve or change the Service, but will not materially reduce its core functions during a paid term without notice.

2. Client Responsibilities

2.1 Accurate information. Client will provide and keep current a Business Info Sheet (services, prices or price ranges, service area, hours, emergency policy, and anything the automated replies should or should not say). Automated replies are only as accurate as this information.

2.2 Reviewing conversations. Client is responsible for monitoring leads and conversations and for following up with customers. The Service is a lead-capture tool. It does not dispatch technicians, confirm appointments on Client's behalf unless configured to, or guarantee that any lead becomes a job.

2.3 Lawful use. Client will use the Service only to communicate with people who contacted Client's business, and only about their service request. Client will not use the Service to send marketing, promotional, or bulk messages, or to text anyone who has not contacted Client.

2.4 Notice to callers. The Service plays a short recorded greeting to callers whose calls go unanswered, telling them they may receive a text at that number, that message and data rates may apply, and that they can reply STOP to opt out. Client will not disable or change this greeting without BookSpruce's agreement, and will add the line "If we miss your call, we'll text you back." to its website if it has one.

2.5 Carrier registration. Client will provide accurate business information (legal name, EIN or tax ID, address, website) needed to register the Service Number with mobile carriers (A2P 10DLC or toll-free verification), and authorizes BookSpruce to submit it.

2.6 Account security. Client is responsible for keeping its login credentials confidential and for activity under its account.

3. Messaging Compliance

3.1 Opt-outs. The Service automatically honors STOP, UNSUBSCRIBE, CANCEL, END, and QUIT replies and HELP requests. Client will not attempt to contact a person through the Service after they opt out.

3.2 Shared responsibility. BookSpruce will operate the Service in a manner designed to comply with the Telephone Consumer Protection Act (TCPA), CTIA messaging guidelines, and carrier rules. Client is responsible for the lawfulness of its own communications, its information in the Business Info Sheet, and any messages it sends manually through the Service.

3.3 Suspension for compliance. BookSpruce may pause messaging on Client's account if a carrier, Twilio, or a regulator flags the account, or if BookSpruce reasonably believes the Service is being used unlawfully.

4. Fees and Payment

4.1 Fees. Client will pay BookSpruce [$___ per month] (the "Subscription Fee"), plus a one-time setup fee of [$___ / waived].

4.2 Free trial / pilot. [Optional: The first [30] days are free. Client may cancel at any time during the trial at no charge.]

4.3 Included usage. The Subscription Fee includes up to [___] text messages per month. Usage above that is billed at [$___ per message / at cost] [or: unlimited for reasonable business use].

4.4 Billing. Fees are billed [monthly in advance] by [card / invoice]. Invoices are due within [15] days. Late amounts may incur a fee of [1.5% per month or the maximum allowed by law, whichever is lower]. BookSpruce may suspend the Service if payment is more than [15] days overdue, after notice.

4.5 Taxes. Fees do not include taxes. Client is responsible for applicable sales or similar taxes.

4.6 Price changes. BookSpruce may change fees with [30] days' written notice, effective at the next renewal.

5. Term and Termination

5.1 Term. This Agreement starts on the Effective Date and continues month to month until cancelled.

5.2 Cancellation. Either party may cancel with [30] days' written notice (email is fine). No refunds for partial months, unless required by law.

5.3 Termination for cause. Either party may terminate immediately if the other materially breaches this Agreement and does not fix it within [10] days of written notice.

5.4 After termination. BookSpruce will stop the Service and, on request within [30] days, give Client an export of its lead and conversation data. BookSpruce may then delete Client data as described in its Privacy Policy. If the Service Number was provided by BookSpruce, [BookSpruce will release / port the number to Client on request / the number is retained by BookSpruce].

6. Data and Privacy

6.1 Ownership. Client owns its customer data (caller phone numbers, messages, and lead details). BookSpruce owns the Service, its software, and improvements to it.

6.2 Use of Client data. BookSpruce will use Client data only to provide, secure, and improve the Service, and as described in the BookSpruce Privacy Policy at https://app.bookspruce.com/privacy (or its successor URL). BookSpruce will not sell Client's customer data or use it to market to Client's customers.

6.3 Service providers. Client agrees that BookSpruce may use subprocessors to provide the Service, including Supabase (data storage), Render (hosting), Twilio (messaging), and an AI provider (automated replies).

6.4 Security. BookSpruce will use reasonable administrative, technical, and physical safeguards to protect Client data and will notify Client without undue delay of any confirmed breach affecting it.

6.5 Confidentiality. Each party will keep the other's non-public business information confidential and use it only for this Agreement.

7. Automated Replies Disclaimer

Automated replies are generated by artificial intelligence based on Client's Business Info Sheet. They may occasionally be inaccurate or incomplete. BookSpruce configures the Service to avoid quoting firm prices, guaranteeing arrival times, or giving safety advice beyond directing callers to emergency services where appropriate, but BookSpruce does not guarantee the content of any automated message. Client may request changes to reply behavior at any time.

8. Warranties and Disclaimers

8.1 BookSpruce will provide the Service in a professional manner consistent with industry standards.

8.2 EXCEPT AS STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS." BOOKSPRUCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT EVERY MESSAGE WILL BE DELIVERED (CARRIERS MAY DELAY OR BLOCK MESSAGES), OR THAT THE SERVICE WILL PRODUCE ANY PARTICULAR NUMBER OF LEADS OR REVENUE.

9. Limitation of Liability

9.1 NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY.

9.2 EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT IN THE [12] MONTHS BEFORE THE CLAIM.

9.3 These limits do not apply to a party's indemnity obligations, breach of confidentiality, or gross negligence or willful misconduct.

10. Indemnification

10.1 By Client. Client will defend and indemnify BookSpruce against third-party claims arising from (a) Client's breach of Section 2 or 3, (b) inaccurate information Client provided, or (c) messages Client sends manually through the Service.

10.2 By BookSpruce. BookSpruce will defend and indemnify Client against third-party claims that the Service, as provided by BookSpruce, infringes a U.S. intellectual property right, or arising from BookSpruce's failure to honor an opt-out properly received by the Service.

11. General

11.1 Governing law. This Agreement is governed by the laws of [STATE], without regard to conflict-of-law rules. Disputes will be resolved in the state or federal courts located in [COUNTY, STATE]. [Optional: or by binding arbitration.]

11.2 Entire agreement. This Agreement, together with the Privacy Policy and any order form, is the entire agreement and replaces prior discussions.

11.3 Amendments. Changes must be in writing and agreed by both parties (email is acceptable).

11.4 Assignment. Neither party may assign this Agreement without consent, except BookSpruce may assign it in connection with a merger or sale of its business.

11.5 Independent contractors. The parties are independent businesses.

11.6 Notices. Notices go to the email addresses below.

11.7 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including carrier or hosting outages.

11.8 Severability. If any provision is unenforceable, the rest remains in effect.

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