Master Services Agreement

Managed Front Desk & Scheduling Operations Service

Version 8.6 — effective October 28, 2026

This Master Services Agreement (the "Agreement") is entered into as of the Effective Date stated in the Order Form (Schedule A) between:

Office by Sam LLC, a Wyoming limited liability company, with its mailing address at 30 N Gould St, Suite #43853, Sheridan, WY 82801 ("Provider"); and

the customer identified in the Order Form ("Customer").

Provider and Customer are each a "Party" and together the "Parties".

1. Definitions

"Service" means the Managed Front Desk & Scheduling Operations Service described in Section 2, configured for Customer under the Operational Configuration Annex.

"Operational Configuration Annex or Annex" means the Customer-specific document, generated from Customer's approved configuration, that defines Customer's operating parameters (services, service area, business hours, field team, pricing communicated to callers, contacts, emergency settings and channels).

"Package" means the subscription plan selected in the Order Form: Starter, Premier, Elite or Max.

"AI assistant" means the automated voice assistant through which Provider delivers the Service, currently named "Liam".

"Conversation Minute" means one minute of connected live voice time between Provider's AI assistant and an End Customer while the AI assistant handles the call. Ringing, unanswered calls, SMS and back-end processing are not Conversation Minutes.

"Daily Voice Capacity" means the number of hours of Conversation Minutes included per calendar day in Customer's Package, measured in Customer's business time zone.

"Business Number" means the US telephone number provisioned by Provider for Customer and used by End Customers to reach Customer through the Service.

"Provider's Central Number" means the single US local telephone number that Provider uses for calls with Customer and the persons Customer designates (including onboarding, notices and changes to the configuration under Section 3.4), for SMS to them (SMS alerts, notices and SMS confirmations of changes), and for calls with prospective customers. Changes to the configuration are never made by SMS. Automated alert calls and other automated calls to Customer and the persons Customer designates are placed from Provider's Outbound Number and state Provider's Central Number as the number at which Provider can be reached. Provider never uses it to send SMS to End Customers.

"Provider's Outbound Number" means the US telephone number of Provider, other than Provider's Central Number and any Business Number, from which the Service places automated calls under Section 9.5.

"End Customer" means any person who contacts Customer through the Service.

"Emergency Expert" means the person(s) Customer designates in the Annex to receive emergency alerts and to confirm that they take over an emergency job by pressing 1 on the phone.

"Designated Contact" means any individual whose telephone number Customer provides to Provider, in the Annex, during onboarding or otherwise, to receive calls or SMS from the Service relating to Customer's business, including Customer's owner contact, the person Customer designates in the Annex to confirm booked requests, Emergency Experts, technicians and the complaint contact. End Customers are not Designated Contacts.

"Contact Consent" has the meaning given in Section 9.6(a).

"Known Contact Number" means (a) each Authorized Number (Section 3.4), (b) the business phone number Customer gives at checkout, and (c) the telephone number of any other Designated Contact for which Customer has confirmed Contact Consent under Section 9.6(d), in each case for as long as that number has not been opted out, removed or reported under Section 9.6(f).

"Known Contact Call" means a call between the AI assistant and a Known Contact Number that the Service places from Provider's Outbound Number or Provider's Central Number, or that is made from that Known Contact Number to Provider's Central Number. A call to or from a Business Number is never a Known Contact Call.

"Customer Follow-Up" means a task created by the Service for a request that requires Customer's own judgment or a callback by Customer.

"Billing Month" means a calendar month.

"Cancellation Page" means the simple page on Provider's website through which Customer cancels the Service under Section 7.2. Provider does not provide Customer with an online account, customer portal or other self-service area: Customer purchases the Service through the checkout on Provider's website, cancels it on the Cancellation Page, and makes every change to its configuration by telephone under Section 3.4.

"Suspension" means the switch-off of the Service under Section 5.6.

2. The Service

2.1 Provider will set up, operate, monitor and support a managed front desk for Customer's plumbing business. Every Package includes all of the following services (groups A–H); only the Daily Voice Capacity differs between Packages. No Package includes WhatsApp; the messaging channel of the Service is SMS:

A. Calls and channels

• 24/7 service availability on Customer's dedicated Business Number
• AI handling of inbound calls, with up to 2 simultaneous AI calls
• transactional SMS
• no forwarding when the Daily Voice Capacity is reached: for the rest of that day Provider does not route or forward new calls anywhere (see Section 4.4)

B. Customer questions and request intake

• answers to service and business-information questions using only information approved by Customer
• communication of only Customer-approved prices
• capture of service requests (name, callback number, address and ZIP, problem description, access details, preferred time)
• classification of each request as standard, specialist-first or emergency
• service-area validation against Customer's approved ZIP list

C. Booking and scheduling

• Provider's managed scheduling system for booking, rescheduling and cancelling appointments
• 2-hour arrival windows, a 2-hour minimum booking notice and a 15-day booking horizon
• import of Customer's existing future appointments at onboarding
• a read-only calendar: Customer's jobs appear in a calendar that Provider creates for Customer in Provider's own Google Workspace account and shares read-only with Customer and the persons Customer names; Customer makes changes by telephone only, not in the calendar
• confirmation of each booked request: after the Service books a request, it sends a job SMS to the assigned technician and to the person Customer designates in the Annex, and calls only that designated person; the request is closed when the designated person confirms that they take it over by pressing 1 on the phone
• escalation when a booked request is not confirmed: the Service calls only the designated person again after 10 minutes and again after 30 minutes, each time asking them to confirm by pressing 1 on the phone, and then calls Customer's owner contact named in the Annex; the owner contact may (1) take over the request, (2) have the designated person called once more after 15 minutes, or (3) have the booking cancelled and the End Customer notified by SMS; at the end, the Service sends the owner contact a summary SMS
• final round when a booked request is still not confirmed: about 30 minutes after the escalation above ends, the Service contacts, in this order, the designated person, the assigned technician and Customer's owner contact (no more than 3 contacts); if none of them confirms, the request is closed, the Service sends the owner contact an SMS that the request was missed, and the End Customer is notified by SMS, with an apology, that no member of Customer's team could be reached; the SMS to the owner contact is sent from Provider's Central Number, and only after Provider's own US carrier SMS registration (10DLC) for that number is complete; such End Customer SMS messages are sent from Customer's Business Number, and only after the US carrier SMS registration (10DLC) for Customer is complete; the times in this group C describe how the Service works and are not a promise that anyone will respond within them
• request summaries on repeat calls: when an End Customer calls again, the AI assistant can see the previous summary of a request that is still open, or of a request closed after an unconfirmed final round, for up to 30 days; it does not see the summary of a request closed by confirmation

D. Field team and dispatch

• configuration of technicians, shifts, days off and capacity
• automatic technician assignment based on the approved configuration

E. Notifications

• one confirmation SMS to the End Customer for each request, sent only after the designated person (group C) or an Emergency Expert (group G) has confirmed by pressing 1 on the phone that they take over the job; it states when the visit is and who is coming, and gives Customer's Business Number to call for any change; after that, the Service sends the End Customer a further SMS about that request only (A) when the End Customer calls and changes the request, about the result of that change, or (B) when Customer changes the request through Provider by telephone (for example a new time, or no one can come), in which case the Service sends the End Customer one SMS about the change and gives Customer's Business Number to call if the change does not suit them; the Service does not call the End Customer about such a change; SMS to the End Customer when a request is cancelled or closed without confirmation under group C; job SMS to the assigned technician and to the person Customer designates in the Annex. SMS to the End Customer are sent from Customer's Business Number, and only after the US carrier SMS registration (10DLC) for Customer is complete; SMS to the assigned technician and to the designated person are sent from Provider's Central Number, and only after Provider's own US carrier SMS registration (10DLC) for that number is complete
• no conversation by SMS: SMS sent by the Service cannot be answered; replies are not read by a person and are checked only for opt-out requests (Section 9.3); End Customers and Customer make changes by telephone only; every SMS sent by the Service ends with: "Replies aren't read by a person. Reply STOP to opt out or call [number]." where [number] is Customer's Business Number in SMS to End Customers and Provider's Central Number in SMS to Customer and Designated Contacts

F. Follow-up and complaints

• Customer Follow-Up tasks for requests that need Customer's own judgment or callback
• routing of complaints to Customer's designated complaint contact

G. Emergency handling

• emergency detection and staged alert calls to Customer's Emergency Experts, starting with the Primary Emergency Expert and moving to the next stage (such as the Backup) after 3 minutes without confirmation, each asked to confirm that they take over the job by pressing 1 on the phone; the 10-minute and 30-minute repeat pings in group C do not apply to emergencies
• emergency alerts outside Customer's business hours: Customer chooses in the Annex whether emergency alerts are sent outside its business hours; unless Customer chooses otherwise, emergency alerts are sent at any time of day or night; if Customer chooses that no emergency alerts are sent outside its business hours, then outside those hours no alert is sent and the AI assistant tells the End Customer that Customer does not handle this type of emergency at this time and that they should not wait for a call, in the same way as for an emergency that Customer does not handle (Section 10.6(d))
• re-escalation when no expert confirms; if no Emergency Expert takes over the job, one AI call and one SMS to the End Customer, at the same time, so that they do not wait (Section 10.2)
• 911 advice to callers in danger

H. Onboarding and managed operation

• managed onboarding by telephone and configuration of Customer's Service: after purchase, the AI assistant calls the business phone number Customer gives at checkout from Provider's Outbound Number; if it cannot reach Customer, Customer calls Provider's Central Number; during onboarding Customer chooses the area code of its Business Number (by default the area code of Customer's business address; another US area code is possible if Provider's carrier has a number available in it)
• SMS (10DLC) brand and campaign registration in Customer's name
• generation and versioning of the Operational Configuration Annex and change management
• enhanced monitoring during the first 72 hours after go-live, then ongoing monitoring and support

2.2 Exclusions. Unless agreed in writing, the Service does not include: integration with or write-back to third-party scheduling, CRM or field-service software; live technician location or ETA tracking; route optimization; a full dispatch-board replacement; bookkeeping, accounting or invoicing of Customer's End Customers; processing of End Customer payments; bulk or promotional messaging; social media or advertising management; review or estimate-chasing campaigns; email as a standard channel; and Spanish-language production support.

2.3 No live receptionist pool. The Service is delivered by Provider's AI assistant and systems under Provider's management. Human handling is provided by Customer's own designated contacts (Customer Follow-Up, complaints, Emergency Experts and technicians).

2.4 The Service is a subscription to a managed service. No copy of, or license to, Provider's software is sold, leased or transferred to Customer.

3. Operational Configuration Annex

3.1 The Operational Configuration Annex defines the Customer-specific operating parameters of the Service. Customer is responsible for the accuracy of the information it provides and approves for the Annex.

3.2 Customer-approved operational configuration changes may update the Annex without execution of a new Agreement, unless the change modifies pricing, Package scope or other commercial terms.

3.3 Each approved Annex version is effective from its stated effective date and supersedes the previous version for operational purposes. Prior approved versions are retained unchanged.

3.4 Authorized Numbers and changes by phone. (a) Customer names exactly two telephone numbers in the Annex, during onboarding by telephone, as its "Authorized Numbers". Both have the same rights, and they may belong to two different persons. The Authorized Numbers are Designated Contacts for Section 9.6. Calls under this Section 3.4 between the AI assistant and an Authorized Number are Known Contact Calls, and Section 9.4(i) applies to them. The call to a new number under paragraph (d) is not a Known Contact Call until that number has become an Authorized Number. (b) Customer may change its configuration only by calling Provider's Central Number from an Authorized Number. The AI assistant reads the requested change back to the caller and makes it only after the caller confirms it. On the same kind of call, Customer may also change a job that the Service has booked or that Customer has accepted (a "job change"): give the job back, move it to another time, or give it to another technician. The Service makes a job change only within its booking rules (the job's new time is at least two hours ahead, no more than 15 days ahead, in a window the calendar offers, and a technician is free), only after the read-back and the caller's confirmation, and otherwise makes no change and passes the request to Provider's team. An emergency job that Customer gave back is offered again to the next Emergency Expert under Section 10.2; an emergency job cannot be moved to another time by phone. (c) Provider does not accept a change, request or instruction to change the configuration or a job by SMS, by email (except under paragraph (d)), or from any other telephone number, including the telephone number of any other Designated Contact and the business phone number Customer gives at checkout, unless that number is also an Authorized Number. (d) An Authorized Number can be replaced only by a call from the other Authorized Number. If Customer has lost access to both Authorized Numbers, Customer may request their replacement only from the notice email in the Order Form (the email address Customer gave at checkout). Provider then sends a confirmation link to that email address and, after the link has been used, calls the new number before it becomes an Authorized Number. (e) After every configuration change under this Section 3.4, Provider sends an SMS about the change to both Authorized Numbers and an email to the notice email in the Order Form. After a job change, the Service tells the End Customer about the change by one automated call under Section 9.5 (the End Customer can confirm the change or ask Customer to call back) and, where the Service sends one, an SMS about the change, in each case only where Section 9.2 allows it. (f) Provider may treat every change made under paragraphs (b) and (d) as authorized by Customer. Provider is not liable for any loss, cost, missed or wasted job, or wrong configuration resulting from such a change made by a person who falsifies (spoofs) the caller ID of an Authorized Number, or who otherwise uses an Authorized Number or the notice email without Customer's authorization, except where caused by Provider's willful or wanton misconduct (Section 14.2). (g) Customer keeps its Authorized Numbers and the notice email up to date and secure, and tells Provider without delay after it learns of an unauthorized change. Provider then restores the last approved Annex version under Section 3.3 free of charge.

4. Packages, Capacity and Fair Use

4.1 All Packages include the full Service described in Section 2.1 (groups A–H). No Package includes WhatsApp. Only the Daily Voice Capacity differs:

The Starter Package is offered only as a monthly subscription. It is not available as an annual plan, and it is never sold by phone.

4.2 Two simultaneous calls each consume their own Conversation Minutes. Daily Voice Capacity resets at midnight in Customer's business time zone. Unused capacity does not roll over.

4.3 There is no per-minute overage charge.

4.4 When the Daily Voice Capacity is reached: (a) a connected call is completed and is never cut off because capacity is reached; (b) for the rest of that day, new inbound voice calls to the Business Number get a busy signal; the Service does not answer them, and Provider does not route or forward them to any other number, voicemail or destination; (c) SMS continues under fair use. There is no separate emergency voice exception after the Daily Voice Capacity is reached. (d) Customer acknowledges that, after the Daily Voice Capacity is reached, callers to the Business Number, including callers with urgent or emergency requests, will get a busy signal and will not reach the AI assistant, Customer or any other person through the Service for the rest of that day, and will not hear the 911 advice described in Section 10.1. Customer is solely responsible for deciding whether to publish or provide any other means by which its End Customers can reach it, and for any consequences of calls not being answered under this Section 4.4. (e) Provider is not liable for any loss, claim or damage arising from calls that are not answered, routed or forwarded under this Section 4.4.

4.5 Repeated capacity events may lead Provider to recommend an upgrade. A Package change takes effect only when agreed by Customer.

4.6 Fair use. Normal front-desk SMS activity tied to genuine customer-service interactions is included. Bulk or promotional messaging, purchased lists, newsletters, mass prospecting, resale of messaging and unrelated automation are not permitted. Materially abnormal usage will be discussed with Customer before any change; Provider will not issue surprise per-message charges.

5. Purchase, Fees, Billing and Payment

5.1 Online purchase. Monthly subscriptions are purchased only online through the checkout on Provider's website. The website offers only the monthly subscription. No annual or prepaid plan is offered. Before Customer enters its payment information, the checkout clearly and conspicuously displays, on the same screen as the acceptance box described below and directly above it, in type that is larger than, bolder than or otherwise set apart from the surrounding text: the selected Package and its Daily Voice Capacity; the monthly fee; the setup fee (US$0); that the subscription is a continuous monthly service that renews automatically every Billing Month and will be charged until Customer cancels; the date and amount of each recurring charge; the payment due date under Section 5.5; how to cancel on the Cancellation Page under Section 7.2, including the cancellation deadline (11:59 p.m. on the day before the last day of a Billing Month in Customer's business time zone), that the confirmation link sent from the Cancellation Page is valid for 48 hours, and when a cancellation takes effect; the Suspension rules under Section 5.6; and links to this Agreement and its Schedules. Before Customer submits its payment information, Customer must also give its consent to receive operational SMS from the Service by ticking a separate box that is not pre-ticked. Next to the box, the checkout explains that the Service cannot work without SMS, so the purchase cannot be completed without this consent. Before Customer submits its payment information, Customer must also accept this Agreement by ticking a separate box that is not pre-ticked, next to the statement: "I agree to the Office by Sam Master Services Agreement (including the Order Form and Schedules), the Terms, and the Privacy Policy, including the automatic monthly renewal and recurring charges until I cancel." Directly below this box, without a separate box, the checkout shows the following line: "This includes automated (AI) calls and SMS about your service to the numbers you give us." The acceptance box is marked with an asterisk that refers to the following note at the bottom of the checkout: "Our AI assistant's calls with you and the numbers you give us are processed live and transcribed (no audio recording)." Each of these titles links to the document, which opens in a new tab and can be read before ticking. The payment button stays inactive until both boxes described in this Section 5.1 are ticked. Section 16.4 applies to this acceptance.

5.2 Express consent. Ticking the acceptance box under Section 5.1, after the terms listed in Section 5.1 have been displayed, is Customer's express, informed and affirmative consent to this Agreement, including its automatic renewal and continuous service terms and the recurring charges. No separate renewal box is used. Provider will not charge Customer without that consent, and keeps a record of it under Section 16.4.

5.3 Confirmation. Promptly after purchase, Provider will send to the notice email in the Order Form a confirmation that includes the automatic renewal terms, the monthly fee, the payment due date, the cancellation method under Section 7.2, and a copy of or link to this Agreement in a form Customer can save and print.

5.4 Fees. Customer pays the monthly fee for its Package in Section 4.1. The setup fee is US$0 for every Package. There is no free trial. Every Package is a monthly subscription only; no annual or prepaid option is offered.

5.5 Automatic billing and due date. The subscription renews automatically for each Billing Month until cancelled under Section 7.2. The monthly fee for each Billing Month is billed in advance through Provider's payment processor and is due no later than the 2nd day of that Billing Month. The monthly fee for the first Billing Month runs from the day the Service goes live for Customer (go-live) and is prorated from that day for the rest of that calendar month. The checkout and the confirmation under Section 5.3 show how the prorated fee for the first Billing Month is calculated from the go-live date. The first payment is charged to the card Customer provides at checkout, on the go-live date, and is due on that date instead of the 2nd day of the Billing Month. It covers the prorated fee for the first Billing Month. If go-live falls on the last day of a calendar month, the first payment also covers the monthly fee for the next full Billing Month. After that, the monthly fee for each Billing Month is charged to Customer's card on the last day of the preceding month under Section 5.7.

5.6 Non-payment and Suspension. (a) If the monthly fee for a Billing Month has not been received by the 1st day of that Billing Month, Provider sends Customer an automatic payment reminder by email on that day. No reminder is sent while a charge is held under Section 7.2. Payment notices are sent by email only, not by SMS. If the monthly fee for a Billing Month has not been received by 11:59 p.m. on the 2nd day of that Billing Month in Customer's business time zone stated in the Order Form, the Service is switched off (suspended) at that time. There is no grace period. Provider will notify Customer by email when the payment fails, with the card-update link under Section 5.7, and when Suspension starts. (b) During Suspension: calls to the Business Number get a busy signal and the AI assistant does not answer them; no calls are routed or forwarded; no SMS messages are sent; and Section 4.4(d) and (e) apply to unanswered calls as if the Daily Voice Capacity had been reached. (c) During Suspension, Provider keeps Customer's configuration, Annex, booking records and the Business Number, and Section 9.4 retention and deletion continue to apply. (d) To reactivate the Service, Customer requests reactivation by email sent from the notice email in the Order Form to info@officebysam.com, receives a payment link, and pays all overdue amounts plus a reactivation fee of US$249. Provider reactivates the Service after receiving that payment. (e) Suspension does not end the Agreement or Customer's payment obligations, except as stated in Section 7. (f) If all overdue amounts remain unpaid at the end of the Billing Month in which Suspension started, the Agreement ends at the end of that Billing Month, and Sections 7.3 and 7.5 apply. (g) During Suspension, the Business Number stays assigned to Customer and is not released or reassigned.

5.7 Payment method and card updates. Payments are made by card only. The first payment under Section 5.5 is charged to the card Customer provides at checkout. For every later Billing Month, Customer authorizes Provider to charge that card, or the card that replaces it under this Section 5.7, on the last day of the preceding month, at or after 12:00 a.m. in Customer's business time zone stated in the Order Form, through Provider's payment processor, except that the charge is held while a cancellation is pending under Section 7.2. Where the first payment also covered the next full Billing Month under Section 5.5, the first recurring card charge is made on the last day of that next full Billing Month, for the Billing Month that follows it. Provider will give Customer at least 7 calendar days' notice before changing the date of recurring charges. Provider does not provide an online account for card changes. To replace its card, Customer uses a secure card-update link from Provider's payment processor, which Provider sends by email to the notice email in the Order Form (i) automatically when a charge fails, and (ii) when Customer asks for it by calling Provider's Central Number from an Authorized Number (Section 3.4). The same email also contains a link to a short video that shows how to replace the card. Customer enters the new card details only on the payment processor's secure page. Provider never asks for card details by telephone. When Customer replaces its card after a failed charge, Customer authorizes Provider to charge all overdue amounts to the new card at that time.

5.8 Refunds. No refunds or credits. The only exceptions: a charge made in error, and days of a paid month after Provider ends the Service itself. No refund or credit is given for a partial Billing Month after cancellation or Suspension.

5.9 All amounts are in US dollars.

5.10 Price changes. Provider will give Customer at least 30 days' notice under Section 16.4 before any change to the monthly fee. The notice states the new monthly fee, the date from which it applies, and how to cancel under Section 7.2. The new monthly fee applies from the first Billing Month that starts after that notice period ends. Customer may cancel under Section 7.2 before a price change takes effect.

6. Taxes

6.1 All fees and other charges under this Agreement, including the setup fee (US$0), Package fees and any charge arising from the Annex or an Order Form, are exclusive of all sales, use, telecommunications, and state and local taxes, fees and surcharges. Wherever Provider is registered or required to collect such taxes, Provider will determine the applicable taxes, the taxable portion of each charge and the applicable state and local jurisdiction in accordance with applicable law (including, where applicable, the place from which a telecommunications service originates and, if that cannot be determined, Customer's billing address), add them as separate lines on the invoice, and Customer will pay them in addition to the fees and charges. Provider will state the setup fee (US$0) and the Package fee as separate line items on each invoice. Customer will keep its billing address and service location in the Order Form current and will notify Provider of any change within 15 days. If any taxes are later assessed on Provider for amounts that Provider did not collect from Customer, Customer will reimburse Provider for those taxes on request, excluding any penalties or interest caused solely by Provider's delay.

6.2 Each Party is responsible for its own income taxes. On request, Provider will provide the applicable IRS Form W-8 for its owner.

7. Term, Renewal and Termination

7.1 Term. The Agreement starts on the Effective Date and continues for one Billing Month, then renews automatically for successive Billing Months until cancelled by either Party under Section 7.2 or terminated under Section 7.4.

7.2 Cancellation. Customer may cancel at any time online on the Cancellation Page, which is linked from every page of Provider's website and from the confirmation under Section 5.3. On the Cancellation Page, Customer enters the notice email in the Order Form (the email address Customer gave at checkout) and submits the cancellation. Provider then sends a confirmation link to that email address. The link is valid for 48 hours after it is sent. The cancellation is recorded when Customer opens that link within those 48 hours; no other step, call or offer is required. If the link is not opened within 48 hours, it expires, no cancellation is recorded, and Customer may submit a new cancellation on the Cancellation Page. Cancellation is not accepted by email, SMS or telephone. In this Section, a cancellation is "received" at the time Customer submitted it on the Cancellation Page, provided that Customer opens the confirmation link within 48 hours after it is sent. A cancellation received no later than 11:59 p.m. on the day before the last day of a Billing Month (the day before the monthly charge under Section 5.7) in Customer's business time zone stated in the Order Form takes effect at the end of that Billing Month, and no further monthly fee is charged. A cancellation received after that time takes effect at the end of the following Billing Month, for which the monthly fee has already been charged under Section 5.5 or 5.7, and no further monthly fee is charged after it. If, when the monthly charge under Section 5.7 is due, a cancellation received by the deadline in this Section is still waiting for its confirmation link to be opened, Provider holds that charge: if Customer opens the link within the 48 hours, no charge is made; if the 48 hours end without the link being opened, the charge is made at that time. If Customer opens the link within the 48 hours but after the end of the Billing Month, the cancellation takes effect at the end of that Billing Month, and the Service continues, without charge, until the link is opened. Where the first payment under Section 5.5 also covered the next full Billing Month, a cancellation received before that next full Billing Month starts takes effect at the end of that next full Billing Month. The Service continues until the end of the Billing Month in which the cancellation takes effect, and no refund or credit is given for any part of that Billing Month (Section 5.8). Provider confirms each cancellation by email, stating the date on which it takes effect. Provider may cancel by giving Customer at least 30 days' notice, effective at the end of a Billing Month.

7.3 On cancellation or termination, the Service stops at the end of the paid Billing Month. On Customer's written request made within 90 days after cancellation or termination, Provider will take the steps needed to port the Business Number to Customer's new carrier without unreasonable delay. Porting is free of charge, and unpaid amounts do not prevent or delay porting; they remain payable. Numbers not requested within 90 days may be released or reassigned by Provider, subject to the number aging periods required by applicable numbering rules.

7.4 Either Party may terminate the Agreement on written notice if the other Party materially breaches it and does not cure the breach within 30 days after notice.

7.5 Within 30 days after cancellation or termination, Provider will, on request, export Customer's configuration and booking records in a standard format, after which Provider may delete them, except where retention is required by law.

7.6 Immediate suspension for misuse. Provider may, without prior notice, suspend the Service, or only the affected Business Number, telephone number, channel or feature, if Provider decides in good faith that any of the following applies: (a) use of the Service that breaks applicable law, or that breaches Section 4.6, 8, 9 or 10.4 or Provider's Acceptable Use Policy published on Provider's website; (b) spam, harassment, or calls or messages to people who have not agreed to receive them; (c) a breach of carrier, 10DLC or industry messaging rules, or a notice from a carrier, Provider's messaging provider or the campaign registry that such a breach is likely, or a risk that Provider's or Customer's 10DLC brand, campaign or telephone numbers will be suspended; (d) a security risk to the Service, to Provider or its other customers, or to any person's data; or (e) consent required under Section 9.2, 9.4 or 9.6 is missing or has been revoked. Provider limits the suspension to what is reasonably necessary to address the cause, and lifts it as soon as practicable after the cause has been removed. Provider will notify Customer by email promptly after the suspension starts, stating the reason, as far as Provider may lawfully do so, and, where possible, what Customer needs to do. Where the suspension stops calls to the Business Number, Section 4.4(d) and (e) apply to unanswered calls as if the Daily Voice Capacity had been reached. During a suspension under this Section 7.6, Customer's payment obligations continue (Section 5.6(e)), no refund or credit is given (Section 5.8), and no reactivation fee applies. A suspension under this Section 7.6 does not by itself end the Agreement and does not limit Section 7.4: for any other breach, the 30-day cure period under Section 7.4 applies, and Provider may terminate under Section 7.4 only if the conditions of that Section are met.

8. Customer Responsibilities

provide complete and accurate business information and approve the Annex before go-live and after each change;

keep designated contacts and Emergency Experts reachable and up to date;

provide, before go-live, the information required for US carrier SMS registration (10DLC) in Customer's name: exact legal business name as registered with the IRS, EIN, business address, a live website showing the business name or a Google Business Profile, and a business contact; Provider performs the registration and pays the registration fees as part of the Package;

acknowledge that the Service, including voice calls, starts only after the carriers approve the registration, and that if registration is delayed or rejected because of inaccurate or incomplete Customer information, the Service does not start until that information is corrected and the registration is approved;

obtain and keep Contact Consent for each Designated Contact, give each Designated Contact the notice required, and tell Provider about revocations and number changes, as stated in Section 9.6;

use the Service only for its own plumbing business and in compliance with applicable laws; and

consent to receive operational calls and SMS from Provider's Central Number, and automated calls from Provider's Outbound Number, relating to the Service; the consent to operational SMS is given at checkout under Section 5.1.

9. Messaging, Consent and Telecom Compliance

9.1 The Service sends only transactional messages relating to an End Customer's own request (for example the confirmation of a request under Section 2.1 E and emergency updates). It never sends marketing or promotional messages to anyone.

9.2 Before Customer or the Service contacts an End Customer later by call or SMS, the AI assistant asks for the End Customer's consent to be contacted at that number about that request, and the consent is recorded. Where the End Customer's number is withheld, the Service may send SMS about that request only to a number the End Customer gives during the call, and only after the End Customer expressly says yes, the AI assistant reads that number back, and the End Customer confirms it. The preceding sentence does not apply to gas odor or carbon monoxide calls, which are handled only under Sections 10.1 and 10.6. The withheld number itself is not passed on to Customer and is not logged; the consent record under Section 9.4(f) holds the number the End Customer gave. The End Customer's consent covers only that request. It is not used for any later request: on each new call, the AI assistant asks again. The consent record is kept under Section 9.4(f) as evidence but is not relied on for a new request.

9.3 SMS opt-outs (STOP) are honored for Customer's Business Number and for Provider's Central Number and recorded by the Service. After a person replies STOP to Provider's Central Number, Provider sends no further SMS to that person's number, other than one message confirming the opt-out, until that person texts START to Provider's Central Number (Section 9.6(f)). Because the Service cannot work without SMS, Customer must keep at least one active contact in the Annex who receives SMS from Provider's Central Number, and must promptly designate another Designated Contact for whom Contact Consent has been given under Section 9.6 if a contact opts out. Provider is not responsible for SMS alerts or notices that cannot be delivered because a contact has opted out. If no contact in the Annex can receive SMS from Provider's Central Number, Provider notifies Customer by email and the Service is suspended under Section 5.6(b) and (c) until Customer designates a Designated Contact for whom Contact Consent has been given under Section 9.6. No reactivation fee applies to this Suspension, and Customer's payment obligations continue under Section 5.6(e).

9.4 AI disclosure, live processing and consent; no audio recording. (a) At the start of every inbound and outbound call handled by the AI assistant, other than a Known Contact Call under paragraph (i), the Service will (i) inform the caller that they are speaking with an AI assistant acting for Customer or, on a call to Customer or a Designated Contact, for Provider, (ii) inform the caller that the conversation is transmitted to and processed in real time by automated systems, including systems of Provider's external technical service providers (telephony, voice and AI model providers), and transcribed into text, and that no audio recording is made, and (iii) ask the caller to confirm that they agree to continue on that basis. This paragraph (a) also applies to a Known Contact Call where paragraph (i)(iv) says so. (b) If the caller does not clearly agree under paragraph (a), or objects or does not want to continue under paragraph (i)(v), the AI assistant will not continue to process the conversation, will tell the caller how to contact Customer by other means or, on a call with Customer or a Designated Contact, that they can reach Provider at Provider's Central Number, and that, if anyone is in danger, they should hang up and call 911, and will end the call. The Service will not create a transcript of the remainder of that call. A caller who, right after the notice under paragraph (a), describes an emergency under Section 10 (for example a burst pipe, flooding, a sewage backup, no water, a gas odor or a carbon monoxide alarm) instead of answering the question is treated as agreeing to continue: the AI assistant does not ask the question again, does not end the call and goes straight on with the emergency handling under Section 10. The first sentence of this paragraph (b) applies to that caller only if the caller objects to the call being handled by an AI assistant, processed live or transcribed, or says that they do not want to continue. (c) Customer, as the party whose Business Number the caller is contacting, is responsible for having a lawful basis, including any all-party prior consent required by applicable law (for example California Penal Code sections 631 and 632.7 and Florida Statutes section 934.03), for the real-time processing and transcription of calls to and from its Business Number. Provider will deliver the notice and consent step in paragraph (a) on Customer's behalf, using wording approved by Provider, and will record the caller's response. Customer will not ask Provider to remove, shorten or alter this notice or consent step on any call that is not a Known Contact Call, including every call to or from a Business Number, and Provider will not do so. The short notice under paragraph (i) applies only to Known Contact Calls. (d) Provider does not make or keep audio recordings of calls. (e) Text transcripts are kept for 30 days, unless applicable law requires a longer period. Transcripts are deleted automatically 30 days after the call. Call summaries are deleted automatically 30 days after the End Customer's last call, unless applicable law requires a longer period. Deletion makes the personal information unreadable. Automatic deletion is suspended only while a hold under paragraph (g) applies. Transcripts are stored with Supabase in the United States (region us-east-1). (f) A consent record (date and time, telephone number, the identity of the person who gave consent, and the scope of the consent) is kept separately from transcripts and does not include transcript text, for four (4) years after the date of the last call or text message that relies on that consent, or while a hold under paragraph (g) applies. Consent records are stored with Supabase in the United States (region us-east-1). (g) Hold. If either Party receives notice of, or reasonably anticipates, a claim, complaint, dispute, regulatory inquiry or litigation relating to a call or message, that Party will promptly notify the other, and Provider will suspend automatic deletion of the related transcripts and consent records until the matter is finally resolved and Customer or Provider confirms in writing that the hold can be released. (h) Transcripts are used only to provide and secure the Service for Customer and to correct errors in the Service for Customer. Provider does not use transcripts or other End Customer data to train or fine-tune any AI model, and handles Subprocessor settings as stated in Section 11.5. (i) Known Contact Calls. (i) Prior consent of Customer. By accepting this Agreement, Customer gives, for itself and for each person who acts for Customer on a Known Contact Call, its prior express consent to every Known Contact Call being handled by the AI assistant, being transmitted to and processed in real time by automated systems of Provider and of its Subprocessors (Section 11.2 and Annex C-1), and being transcribed into text, with no audio recording, on the terms of this Section 9.4. (ii) Consent of Designated Contacts. Customer represents and warrants, under Section 9.6(d), that each Designated Contact who uses a Known Contact Number, including each person who uses an Authorized Number, has given the same prior consent as part of Contact Consent (Section 9.6(a)(iii)), after the notice in Section 9.6(b). (iii) Short notice. At the start of every Known Contact Call, before any other content, the AI assistant states its name, that it is the AI assistant of Office by Sam LLC, and that, as agreed, the call is processed live by automated systems and transcribed and is not recorded, using the following sentence or other wording with the same content approved by Provider: "Hi [first name], it's Liam, Office by Sam LLC's AI assistant. As agreed, this call is AI-processed live and transcribed, not recorded." [first name] is the first name that Customer gave for that number; where Provider has no first name, or more than one first name, for that number, the sentence starts with "Hi,". On a Known Contact Call, the AI assistant does not ask for consent to continue. Customer will not ask Provider to remove the statements in this paragraph (iii), and Provider will not do so. (iv) Other person on the line. If the person on a Known Contact Call says, or otherwise makes clear, that they are not the person named for that number or not a member of Customer's team, the AI assistant gives the notice and asks the question under paragraph (a) before any further content, and paragraph (b) applies if that person does not clearly agree. (v) Objection. If the person on a Known Contact Call objects to the call being handled by an AI assistant, processed live or transcribed, or says that they do not want to continue, the AI assistant offers to end the call and, unless the person then clearly says that they want to continue, paragraph (b) applies. A request to stop calls or SMS to that number is handled under Section 9.6(f). (vi) Records. For each Known Contact Call, Provider keeps a record that the notice under paragraph (iii) was given (date and time, telephone number and notice version), and, where paragraph (iv) or (v) applied, the response; that record is a consent record under paragraph (f), does not include transcript text and is kept as stated in paragraph (f). (vii) No change to other promises. This paragraph (i) changes only the notice and consent step at the start of Known Contact Calls. Paragraphs (d) to (h), Sections 9.5 and 9.6 and Section 11 apply to Known Contact Calls without change. (viii) Start date. Provider applies this paragraph (i) from October 28, 2026. From that date, every emergency alert call under Section 10.2 to an Emergency Expert whose number is a Known Contact Number opens with the short notice under paragraph (iii).

9.5 Caller identification on outbound calls. (a) At the start of every outbound call that the Service places with the AI assistant, the AI assistant states the name under which the business responsible for the call is registered with the state. On a call to an End Customer, it states Customer's registered name and that the call is made through Office by Sam LLC. On a call to Customer or to a person Customer designates, it states Office by Sam LLC. (b) During or at the end of every such call, and, except on an emergency alert call under Section 10.2, before asking the person to press a key, the AI assistant states a telephone number at which that business can be reached and which is not the number from which the call is placed. On an emergency alert call, the AI assistant states that number once, at the end of the call, however the call ends: on a call to an End Customer, the Business Number, and such a call is placed from Provider's Outbound Number, not from the Business Number; on a call to Customer or to a person Customer designates, Provider's Central Number, and such a call is placed from Provider's Outbound Number, not from Provider's Central Number. The same applies to a message left on voicemail. (c) Customer will state in the Order Form its name as registered with the state, and will keep it up to date. The Service does not place outbound calls to End Customers while it is missing. (d) This Section applies in addition to Section 9.4(a) or, on a Known Contact Call, Section 9.4(i), and does not change the consent requirements in Sections 8, 9.2 and 9.6.

9.6 Designated Contacts: consent obtained by Customer. (a) Customer's responsibility. Customer is solely responsible for obtaining, before it provides a Designated Contact's telephone number to Provider, that Designated Contact's prior express consent to receive at that number, from Office by Sam LLC acting for Customer's business: (i) SMS relating to the Service from Provider's Central Number; (ii) calls relating to the Service, including emergency alert calls and calls to confirm booked requests, that the Service places automatically from Provider's Outbound Number using an artificial or AI-generated voice; and (iii) the handling of every call between the AI assistant and that number on Provider's Central Number or Provider's Outbound Number, in either direction, by the AI assistant, its transmission to and processing in real time by automated systems of Provider and of its Subprocessors, and its transcription into text, with no audio recording, as stated in Section 9.4(i) (together, "Contact Consent"). Customer will keep each Contact Consent in effect, or will tell Provider under paragraph (f) when it ends. For the business phone number Customer gives at checkout, the consents given under Sections 5.1, 8 and 9.4(i) are Contact Consent. (b) Notice to the Designated Contact. Before obtaining Contact Consent, Customer will tell the Designated Contact, clearly and in plain language: (i) that the calls and SMS come from Office by Sam LLC on behalf of Customer's business; (ii) what they are about: new jobs, emergency alerts, unconfirmed or missed requests and other notices about the Service for Customer's business; (iii) that SMS come from Provider's Central Number and automated calls from Provider's Outbound Number, that the calls are made by an AI assistant using an artificial voice, and that emergency alerts may come at any time of day or night unless Customer chooses otherwise in the Annex; (iv) that calls between the AI assistant and the Designated Contact's number are processed in real time by automated systems, including systems of Provider's external technical service providers, and transcribed into text, that no audio recording is made, that by giving Contact Consent the Designated Contact agrees to this in advance, and that at the start of each such call the AI assistant will say that it is an AI assistant and that the call is processed live and transcribed, without asking for consent again; (v) that message frequency varies and that message and data rates may apply; (vi) that the Designated Contact can stop the SMS and automated calls at any time by replying STOP to any SMS from Provider's Central Number, or by telling Customer or Provider, and can get help by replying HELP; and (vii) that Provider's SMS Terms and Privacy Policy are available on Provider's website. Provider will make a standard notice text available to Customer, and Customer may use it for this purpose. (c) Service messages only. Calls and SMS to Designated Contacts relate only to the Service for Customer's business. Provider will not use a Designated Contact's number to send marketing or promotional calls or messages, and Customer will not ask Provider to do so. Contact Consent covers only Office by Sam LLC as sender and the Service for Customer's business, and Provider will not transfer it to any other person. (d) Representations and warranties. Each time Customer provides or confirms a Designated Contact's telephone number, Customer represents and warrants that: (i) the Designated Contact has given Contact Consent for that number and has not revoked it; (ii) Customer has given the Designated Contact the notice in paragraph (b), so that the Designated Contact knows from whom, and what kind of calls and SMS, they will receive; (iii) the number is assigned to or customarily used by the Designated Contact, or is a business number subscribed to by Customer and issued to that Designated Contact for work; and (iv) the number is not the number of an End Customer or of any other person who has not given Contact Consent. Customer confirms Contact Consent separately for each number when it gives that number to Provider by telephone (during onboarding or under Section 3.4). For each confirmation, Provider keeps a consent record under Section 9.4(f), which also shows the person that confirmed it. (e) No confirmation SMS; no separate agreement. Provider does not send a separate confirmation or welcome SMS to a Designated Contact's number, including the numbers of technicians and both Authorized Numbers. The first SMS to that number is a notice about the Service for Customer's business, and every SMS ends with the closing sentence under Section 2.1 E. The Designated Contact does not need to reply to any SMS, sign any document or register with Provider. Provider is not required to enter into any agreement with, or to obtain any separate consent or registration from, any Designated Contact, and may rely in good faith on Customer's confirmation of Contact Consent and on the representations and warranties in paragraph (d) without verifying them. A Designated Contact cannot opt in by SMS, except by texting START after an opt-out as stated in paragraph (f). (f) Revocation, changes and reassigned numbers. A Designated Contact may revoke Contact Consent at any time by any reasonable means. Customer will tell Provider by calling Provider's Central Number from an Authorized Number under Section 3.4, promptly and in any event within two (2) business days after Customer learns that (i) a Designated Contact has revoked Contact Consent, in whole or in part, or (ii) a Designated Contact's number has been disconnected or reassigned to another person, or the Designated Contact no longer uses it or no longer works for or with Customer. Provider stops automated calls and SMS to that number promptly after receiving that update, and in any event within the time required by applicable law. If Provider receives STOP or another clear request to stop directly from a Designated Contact, Provider treats it as revoking Contact Consent for both SMS and automated calls to that number, unless the Designated Contact clearly limits the request to one of them, and Provider tells Customer. Customer will not confirm Contact Consent again for a number that has opted out; only the person using that number can opt in again, by texting START to Provider's Central Number. Provider may, but is not required to, check numbers against the FCC Reassigned Numbers Database. (g) Evidence. Customer will keep written evidence of each Contact Consent and of the notice given under paragraph (b) (for example a signed or electronic form, or an email or SMS from the Designated Contact) for four (4) years after the last call or SMS that relies on that Contact Consent, and will give Provider a copy within five (5) business days after Provider's written request. If Customer does not provide that evidence on time, Provider may stop calls and SMS to that number until it does, and Provider is not responsible for alerts or notices that are not sent for that reason. (h) Data. Provider processes Designated Contacts' names, roles and telephone numbers only to provide, support and secure the Service, and keeps Contact Consent records and opt-out records as stated in Section 9.4(f). Provider may use those records to demonstrate its compliance with applicable law, including after this Agreement ends. Otherwise, Section 11 and Schedule C apply to Designated Contacts' personal information in the same way as to Customer Personal Data. (i) Relationship to other Sections. This Section 9.6 applies in addition to Sections 9.3, 9.4 and 9.5, including the AI disclosure at the start of every call under Section 9.4(a) or, on a Known Contact Call, Section 9.4(i). It does not apply to End Customers, whose consent is governed by Section 9.2. Section 15.6 applies to claims relating to calls and SMS to Designated Contacts.

10. Emergency Handling

10.1 The Service is not an emergency service and is not a substitute for 911. Where an End Customer describes danger to life, health or property, the AI assistant reports the emergency to Customer and advises the End Customer to call 911. On a gas odor or carbon monoxide call where the End Customer's number is not withheld, Customer has not excluded gas-related emergencies and the End Customer has not stated, without being asked, an address outside Customer's approved service area, the AI assistant gives the standard safety sentences, then asks for the End Customer's location and name under Section 10.5, and then gives the following closing sentence: "Someone from [Business Name] may try to call you back, but we can't promise it, so don't wait for us. Please hang up now.", and the Service reports the call to Customer by the alert call under Section 10.2 and by the following text message: "Office by Sam: GAS/CO call from [caller number]. Notice only. Do not enter or send anyone in until the gas company or fire department says it's safe. Replies aren't read by a person. Reply STOP to opt out or call [Provider's Central Number]." Text messages to Customer under this Section and Section 10.6 are sent from Provider's Central Number, and only after Provider's own US carrier SMS registration (10DLC) for that number is complete. If the End Customer's number is withheld on a gas odor or carbon monoxide call and Customer has not excluded gas-related emergencies, the Service does not report the call to Customer under Sections 10.1 and 10.2, because no callback number is available, and the AI assistant gives the standard safety sentences and the following closing sentence: "Your number is hidden, so we won't pass it on to [Business Name]. After you have called 911 from outside, you can call us back with caller ID turned on. Thank you. Please hang up now." If the End Customer's number is withheld on a gas odor or carbon monoxide call and Customer has excluded gas-related emergencies, the AI assistant handles the call under Section 10.6 without the closing sentence for withheld numbers, and the informational SMS under Section 10.6(b) is not sent either, because no callback number is available. Despite the preceding sentences, for a gas odor or carbon monoxide call, if the End Customer's number is shown but cannot be read as a valid telephone number, Provider does not send the automatic alert call or any text message under this Section or Section 10.6(b); any further handling of the call is at Provider's discretion, and Provider does not undertake to contact Customer or the End Customer; on such a call, the AI assistant gives the standard safety sentences followed, where Customer has excluded gas-related emergencies, by the statements under Section 10.6(d), including "Please hang up now.", and otherwise only by "Please hang up now." If, on a gas odor or carbon monoxide call, the End Customer states, without being asked, an address outside Customer's approved service area, the Service does not report the call to Customer under Sections 10.1, 10.2 and 10.6, and the informational SMS under Section 10.6(b) is not sent either; the AI assistant gives the standard safety sentences followed, where Customer has excluded gas-related emergencies, by "[Business Name] doesn't handle this type of emergency, so please don't wait for a call from us." and "Please hang up now.", and otherwise, whether or not the End Customer's number is withheld, only by "Please hang up now."; this applies instead of the sentences above on withheld numbers. If an End Customer calls again about a gas odor or carbon monoxide situation within 2 hours after an earlier gas odor or carbon monoxide call from the same number, nothing is sent to Customer again for the later call: no alert call under Section 10.2, no text message under this Section and no informational SMS under Section 10.6(b). An earlier call that Provider has closed as a test (for example during onboarding or a test call agreed with Customer) does not count for this purpose.

10.2 Emergency escalation follows the Annex: the Service contacts the Primary Emergency Expert and, if configured, the Backup. If an Emergency Expert does not confirm within 3 minutes, the Service moves to the next stage. Every alert call, on a gas odor or carbon monoxide call and on any other emergency, is short and runs as follows. It opens with: "Hi [first name], it's Liam, Office by Sam LLC's AI assistant, with an emergency alert for [Business Name]. As agreed, this call is AI-processed live and transcribed, not recorded. Press 1 to hear the job." After the Emergency Expert presses 1, the AI assistant reads the job: on a gas odor call, "Gas smell reported at [address]. Caller [caller name]. Don't go in until the gas company says it's safe. Press 1 to take the job, or 2 to pass it on."; on a carbon monoxide call, the same message starting with "Carbon monoxide alarm reported at [address]."; on any other emergency, "[short description of the problem] at [address]. Caller [caller name]. Press 1 to take the job, or 2 to pass it on." The address and the caller's name are left out where the Service does not have them. When the Emergency Expert presses 1 again, the AI assistant says: "The job is yours. Customer's number: [caller number]. To reach Office by Sam, call [Provider's Central Number]. Goodbye." If the Emergency Expert does not press 1, the call ends with a short closing message that states Provider's Central Number and, on a gas odor or carbon monoxide call, the caller's number. Provider's Central Number is stated once on every alert call, at the end of the call (Section 9.5(b)). If Section 9.4(b) applies to the alert call under Section 9.4(i)(iv) or (v), the AI assistant ends the call, and the Service moves to the next stage as if that Emergency Expert had not confirmed. Every alert call, and every other call that the Service places to Customer or a Designated Contact, starts with the AI assistant stating its name and that it is an AI assistant, and with the other statements under Section 9.4(i)(iii) on a Known Contact Call, or with the statements and the question under Section 9.4(a) on any other call, before any other content. The emergency job is taken over when an Emergency Expert confirms by pressing 1 on the phone. When an Emergency Expert confirms, the End Customer receives the one confirmation SMS under Section 2.1 E. If no Emergency Expert confirms, the Service places one AI call to the End Customer and, at the same time, sends the End Customer one SMS from Customer's Business Number, so that they do not wait even if they do not answer the call; the SMS tells the End Customer not to wait and to call 911 if anyone is in danger. The call and the SMS are about the same request and are covered by the consent given on the End Customer's call. This does not apply to gas odor or carbon monoxide calls, where the AI assistant ends the conversation with the closing sentence or sentences that apply under Section 10.1, after the standard safety sentences and, where Section 10.5 provides for them, the questions about the End Customer's location and name or, where Section 10.6 applies and Section 10.1 does not provide the sentences, the statement under Section 10.6(d). Provider is not responsible for whether, or how quickly, Customer's Emergency Experts respond.

10.3 Emergencies outside Customer's approved service area are not accepted or escalated.

10.4 The Service must not be used, and is not designed, to contact 911 or any public safety answering point.

10.5 Safety guidance. Where a caller describes one of the situations below, the AI assistant gives only the standard safety sentence or sentences for that situation, word for word: (a) gas odor: "Please leave the house now and take everyone with you. Don't switch any lights or appliances on or off on your way out. Once you are outside and away from the house, call 911 or your gas company's emergency line. Stay outside until the gas company or emergency responders tell you to go back in."; (b) carbon monoxide alarm: "Carbon monoxide has no smell, so don't wait. Get everyone out to fresh air outside right now. Call 911 from outside. Stay outside until emergency responders tell you to go back in."; where a caller reports both a gas odor and a carbon monoxide alarm, the AI assistant gives the sentence in (a) followed by the sentence in (b) without its sentence "Call 911 from outside.", so that 911 is mentioned only once; (c) water near electrical equipment: "Please don't step into the water, and don't touch any outlets, switches or appliances near it."; (d) burst pipe or flooding: the question "Can you turn off the main water valve right now?", asked before the address; if the caller says yes or that it is already off, "Good, that's the right move."; if the caller says no or does not know, the sentence in (c); (e) sewage backup or several blocked drains: "For now, please avoid using sinks, showers or toilets until the plumber has checked it, and keep away from the sewage water.". If more than one of the situations in (c) to (e) applies in one call, the sentences are given in the order (c), (d), (e). If a call involves both a gas odor or carbon monoxide alarm and one of the situations in (c) to (e), the AI assistant gives only the sentences in (a) or (b), as applicable, and does not give the sentences in (c) to (e). These sentences are general public-safety information based on guidance published by public authorities. They are not professional, technical or diagnostic advice. The AI assistant does not assess the cause of a problem, does not confirm that a property is safe, and does not give repair instructions. Customer reviews and approves the standard safety sentences as part of the Annex. To the extent permitted by law, Provider is not liable to Customer for any loss, injury or damage arising from a caller's use of, or failure to follow, the standard safety sentences, whether caused by the fault or negligence of Provider, its Subprocessors or any other person, except to the extent caused by Provider's willful or wanton misconduct. Section 14 applies to any liability of Provider that is not excluded by this sentence. On every emergency call, the AI assistant says a short line (such as "Okay, listen carefully.") before it reports the emergency to Customer, so that the End Customer is not left in silence. On a gas odor or carbon monoxide call, the AI assistant asks nothing before the standard safety sentences. Where such a call is reported to Customer by an alert call under Section 10.2 (the first case in Section 10.1), the AI assistant then asks "Are you outside now? What's the address?" and then asks for the End Customer's name and reads it back once; if the End Customer cannot or does not want to answer, the AI assistant does not ask again and gives the closing sentence. The alert to Customer is not held back for the address: the address and the name, where given, are added to the request afterwards. On every other gas odor or carbon monoxide call, the AI assistant asks nothing. On any other emergency call, the AI assistant asks for the End Customer's name, and reads it back once, after the safety sentences and the address.

10.6 Excluded emergency types. Customer may exclude emergency types in the Annex (for example, gas-related emergencies). Gas-related emergencies include carbon monoxide alarms, so excluding gas-related emergencies also excludes carbon monoxide alarms. For an excluded type: (a) the AI assistant still gives the standard safety sentences under Section 10.5 and advises the End Customer to call 911 under Section 10.1; (b) the Service still reports the emergency to Customer under Section 10.1 by an informational SMS to the contact named in the Annex, with the following text: "Office by Sam: GAS/CO call from [caller number]. You excluded gas. Do not enter or send anyone in until the gas company or fire department says it's safe. Replies aren't read by a person. Reply STOP to opt out or call [Provider's Central Number]."; (c) the Service does not place alert calls or re-escalate under Section 10.2; and (d) the AI assistant tells the End Customer that Customer does not handle this type of emergency and that the End Customer should not wait for a call, and does not say that anyone may call the End Customer back; the AI assistant then says "Please hang up now." This Section does not limit Section 10.1.

10A. Information Provided by Callers

10A.1 The Service records and acts on the information that callers provide (including name, phone number, address, ZIP code, description of the problem and whether it is an emergency) as given, and cannot verify its truth or accuracy.

10A.2 Provider is not liable for any loss, cost or missed or wasted trip resulting from false, inaccurate, incomplete or misleading information provided by callers, including a wrong or spoken callback number, a wrong address, a hoax or exaggerated emergency, or a caller impersonating another person. Customer remains responsible for confirming the job with the End Customer before dispatching a technician.

11. Data and Security

11.1 Customer owns its business data and End Customer data processed through the Service. Provider processes it only to provide, support and secure the Service for Customer, and does not sell it.

11.2 Provider uses reasonable technical and organizational measures to protect the data, including separation of each customer's data from other customers' data. Provider may use third-party hosting, telephony, messaging and AI infrastructure providers to deliver the Service. These providers act as Provider's subprocessors ("Subprocessors"). Provider discloses data from calls only to Customer and the persons Customer designates (for example by SMS), and to Provider's Subprocessors and their own subprocessors, and only to handle the End Customer's request and to provide, support and secure the Service, except where disclosure is required by law. The Subprocessors are listed in Schedule C, Annex C-1. Provider will notify Customer by email at least fifteen (15) days before it adds or replaces a Subprocessor listed in Annex C-1. Customer may object in writing on reasonable data-protection grounds within five (5) days after receiving that notice. If a Subprocessor notifies Provider that it adds or replaces one of its own subprocessors, Provider will forward that notice to Customer immediately, and Customer may object to it in the same way within five (5) days after receiving the forwarded notice. Each Subprocessor's own list of subprocessors is available to Customer on request. If the Parties cannot resolve an objection, Customer may cancel under Section 7.2, and no refund or credit is given (Section 5.8). Provider requires each Subprocessor, by written contract, to protect the data at least as strictly as this Agreement.

11.3 Provider acts as Customer's service provider for End Customer personal information: it processes it only to provide the Service, does not sell or share it, and requires its infrastructure providers to protect it. The Data Processing Addendum in Schedule C forms part of this Agreement and governs Provider's processing of End Customer personal information. During the term, data is kept as long as needed to provide the Service. After cancellation or termination, Customer has 30 days to request an export (Section 7.5); Provider then deletes Customer's data, except where retention is required by law.

11.4 Security incidents. Provider will notify Customer of a Security Incident immediately, without undue delay, after discovering it, and will provide the information and cooperation described in Schedule C, Section C8.

11.5 No model training. Provider does not use End Customer data, transcripts or consent records to train or fine-tune any AI model. Provider will configure each Subprocessor's settings, where the Subprocessor offers such settings, so that End Customer data is not used to train or fine-tune AI models.

11.6 Retention. Provider keeps transcripts and consent records only as stated in Section 9.4(e) to (g) and makes no audio recordings (Section 9.4(d)). Call summaries are deleted automatically 30 days after the End Customer's last call, as stated in Section 9.4(e). Provider does not offer, and this Agreement does not include, a zero-data-retention mode at Provider's Subprocessors; Subprocessors may keep call data for a limited time under their written terms with Provider.

12. Intellectual Property

Provider and its licensors own the Service, its software, prompts, workflows and know-how. Customer receives the right to use the Service during the term for its own business. Customer feedback may be used by Provider to improve the Service.

13. Warranties and Disclaimers

13.1 Provider will perform the Service in a professional manner consistent with this Agreement and the Annex.

13.2 The Service uses automated and AI-based technology and may occasionally misunderstand callers or produce errors. Except as expressly stated in this Agreement, the Service is provided "as is", and Provider does not guarantee any particular number of calls, bookings or revenue.

14. Limitation of Liability

14.1 Neither Party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits or revenue.

14.2 Provider's total liability under or in connection with this Agreement is limited to the fees paid or payable by Customer for the 3 months before the event giving rise to the claim. This limit does not apply to Provider's willful or wanton misconduct. Customer's liability under or in connection with this Agreement, including its payment and indemnity obligations, is not limited, and Section 14.1 does not limit Customer's obligations under Sections 15.1 to 15.6.

15. Indemnification

15.1 Each Party will defend and indemnify the other against third-party claims arising from its breach of law or of this Agreement.

15.2 Customer will defend and indemnify Provider against claims arising from the information Customer approved for the Annex, the work its technicians perform, and its handling of End Customers after a booking. To the extent permitted by law, Customer will also defend and indemnify Provider against any claim by a caller or End Customer relating to the standard safety sentences under Section 10.5, including their content, their delivery or any failure to deliver them, whether or not the claim results in whole or in part from the negligence of Provider or its Subprocessors, but not to the extent caused by Provider's willful or wanton misconduct. This sentence applies notwithstanding Section 15.1.

15.3 Customer will defend and indemnify Provider against claims arising from any messaging or calls made at Customer's request outside the transactional scope of the Service, from any instruction by Customer to contact an End Customer without the consent required under Section 9.2 or 9.4, and from Customer's own calls, messages or recordings made outside the Service, including claims under telemarketing, call-recording and interception laws.

15.4 Customer will defend and indemnify Provider against third-party claims arising from calls not answered under Section 4.4.

15.5 If any fine, penalty, assessment or carrier charge is imposed on Provider as a result of Customer's breach of this Agreement or of applicable law, Customer will reimburse Provider for the full amount on demand.

15.6 Customer will defend and indemnify Provider against all third-party claims, and will reimburse Provider on demand for all fines, penalties, assessments, carrier and messaging-registration charges and sanctions (including the suspension or deactivation of a 10DLC brand, campaign or telephone number and the reasonable cost of registering again), settlements and reasonable attorneys' fees, arising from (a) any call or SMS that the Service places or sends to, or any call that the Service receives from, a Designated Contact's number in reliance on Contact Consent confirmed by Customer, where that Contact Consent was not obtained, did not cover the call or SMS, had been revoked, or related to a number that had been disconnected or reassigned; or (b) any other breach of Section 9.6 by Customer; including claims under the Telephone Consumer Protection Act (47 U.S.C. § 227) and the FCC's rules under it, state telemarketing, automated-call, call-recording and interception laws, and carrier and industry messaging rules. This Section 15.6 does not apply to the extent a claim results from Provider's failure to honor an opt-out that Provider itself received under Section 9.3 or 9.6(f), from Provider's failure to stop calls and SMS to a number after Customer's update under Section 9.6(f) as required there, or from a call or SMS that Provider sends outside the scope of Section 9.6(c). This Section 15.6 applies notwithstanding Section 15.1 and in addition to Section 15.5.

16. General

16.1 Assignment. Provider may assign this Agreement to an affiliate or to a successor of its business on written notice to Customer. Customer may assign it only with Provider's written consent.

16.2 Governing law and disputes. This Agreement is governed by the laws of the State of Wyoming. Any dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Cheyenne, Wyoming, which may be held remotely. Claims must be brought individually, not as a class, and within one year after they arise.

16.3 Order of precedence: this Agreement (including its Schedules), then the Order Form, then the Annex (which governs operational parameters only), then the Terms, the Privacy Policy, the SMS Terms, the Acceptable Use Policy and the other policies published on Provider's website. Those policies do not add obligations for Customer beyond this Agreement.

16.4 Notices may be given by email to the addresses in the Order Form. Provider's only email address for notices and requests from Customer is info@officebysam.com. This does not apply to cancellation, which is made only on the Cancellation Page under Section 7.2, or to changes to the configuration, which are made only by telephone under Section 3.4. This Agreement is formed electronically: Customer's affirmative acceptance at checkout (Section 5.1) is its electronic signature. For each acceptance, Provider keeps an electronic record of: the date and time (UTC); Customer's business name and the name and email address of the person who accepted; the exact version of this Agreement and a hash of the accepted document; the exact wording of the acceptance statement; the IP address and browser (user agent) used; and the payment processor's identifier for the payment. Provider keeps this record for at least 4 years after this Agreement ends. Right after the purchase, Provider emails Customer a PDF copy of the accepted Agreement, stating its version and the time of acceptance.

16.5 The Parties are independent contractors. Neither Party is liable for delays caused by events beyond its reasonable control, including carrier or infrastructure outages. If any provision is unenforceable, the rest remains in effect. This Agreement, with its Schedules, the Order Form, the Annex and the documents listed in Section 16.3, is the entire agreement between the Parties on its subject matter.

Schedule A — Order Form

Schedule B — [Reserved]

Not used at launch. Payments are made by card only (Section 5.7).

Schedule C — Data Processing Addendum (DPA)

This Data Processing Addendum ("DPA") forms part of the Agreement (Section 11.3). In this DPA, "Customer" is the business and controller, and "Provider" is its service provider and processor, for the End Customer personal information that Provider processes for Customer ("Customer Personal Data"). "Security Incident" means any unauthorized acquisition of, or access to, Customer Personal Data while it is processed by Provider or its Subprocessors. If this DPA conflicts with any other part of the Agreement on the processing of Customer Personal Data, this DPA prevails.

C1. Instructions and purpose. Provider processes Customer Personal Data only on Customer's documented instructions, which are the Agreement and the Annex, and only for the specific business purpose of providing, supporting and securing the Service for Customer as described in Section 2 and Annex C-2 (answering and handling calls and messages to the Business Number, capturing service requests, booking and scheduling, notifications, follow-up and emergency handling). Provider will not retain, use or disclose Customer Personal Data for any other purpose, including any commercial purpose other than the Service, or outside the direct business relationship between Customer and Provider.

C2. No sale, no sharing, no combining. Provider will not sell or share Customer Personal Data. Provider will not combine Customer Personal Data with personal information it receives from or on behalf of any other person, or collects from its own interaction with individuals, except as permitted by applicable law for service providers.

C3. Compliance and level of protection. Provider will comply with the privacy laws that apply to it as Customer's service provider or processor (including, where they apply, the California Consumer Privacy Act and its regulations, the Texas Data Privacy and Security Act, the Virginia Consumer Data Protection Act and the Colorado Privacy Act) and will give Customer Personal Data the same level of privacy protection those laws require of Customer. Provider will notify Customer promptly if Provider determines that it can no longer meet its obligations under those laws or this DPA. Customer may then take reasonable and appropriate steps to stop and remediate any unauthorized use of Customer Personal Data, including by instructing Provider to stop the affected processing.

C4. Confidentiality. Provider ensures that each person who processes Customer Personal Data for Provider is subject to a duty of confidentiality.

C5. Subprocessors. Customer authorizes Provider to use the Subprocessors listed in Annex C-1. Provider discloses data from calls only to Customer and the persons Customer designates (for example by SMS), and to Provider's Subprocessors and their own subprocessors, and only to handle the End Customer's request and to provide, support and secure the Service, except where disclosure is required by law. Provider engages each Subprocessor under a written contract that requires the Subprocessor to meet Provider's obligations under this DPA for Customer Personal Data. Provider will notify Customer by email at least fifteen (15) days before it adds or replaces a Subprocessor listed in Annex C-1, and will forward immediately any notice it receives from a Subprocessor about changes to that Subprocessor's own subprocessors. Customer may object within five (5) days after receiving Provider's notice or a forwarded notice, as stated in Section 11.2; if the objection cannot be resolved, Customer may cancel under Section 7.2, with no refund or credit (Section 5.8).

C6. Duration, deletion and return. Provider processes Customer Personal Data for the term of the Agreement and the periods stated in this paragraph. Transcripts are deleted automatically 30 days after the call (Section 9.4(e)). Call summaries are deleted automatically 30 days after the End Customer's last call (Section 9.4(e)). Consent records are kept as stated in Section 9.4(f). Holds under Section 9.4(g) apply. Provider makes no audio recordings (Section 9.4(d)). At the end of the Service, at Customer's choice, Provider will return Customer Personal Data by export under Section 7.5 and will then delete it as stated in Section 11.3, except where retention is required by law and except consent records kept under Section 9.4(f). Deletion makes the personal information unreadable. Provider does not offer a zero-data-retention mode at its Subprocessors (Section 11.6).

C7. No model training. Section 11.5 applies: Provider does not use Customer Personal Data to train or fine-tune any AI model, and will configure each Subprocessor's settings, where offered, so that Customer Personal Data is not used for that purpose.

C8. Security Incidents. (a) Provider will notify Customer of a Security Incident immediately, without undue delay, after discovering it, (b) Provider will give Customer all information that Customer needs to meet its own notification duties, as far as Provider has it: what happened and when; when it was discovered; which kinds of Customer Personal Data and how many End Customers are or may be affected; the steps Provider has taken and will take; and a contact person. Provider will update this information as it learns more. (c) Provider will cooperate with Customer, and assist Customer with its notifications to individuals and authorities, regarding the Security Incident. (d) If a law enforcement agency determines that notification would impede a criminal investigation, Provider may delay the notification for as long as the agency requires, and will notify Customer as soon as the agency determines that notification will no longer impede the investigation. (e) Provider requires each Subprocessor, by written contract, to notify Provider of security incidents affecting Customer Personal Data without undue delay.

C9. Security. Provider maintains the reasonable technical and organizational measures described in Section 11.2, appropriate to the nature of Customer Personal Data, and assists Customer, taking into account the nature of the processing, in meeting Customer's own security obligations.

C10. Requests from End Customers. Taking into account the nature of the processing, Provider will assist Customer by appropriate technical and organizational measures, as far as reasonably practicable, so that Customer can respond to requests by End Customers to exercise their privacy rights (for example access, correction or deletion). If Provider receives such a request directly, Provider will inform Customer and will not respond to the request except to direct the End Customer to Customer, unless the law requires otherwise.

C11. Information and assessments. On Customer's reasonable written request, Provider will make available the information necessary to demonstrate Provider's compliance with this DPA, and will allow and cooperate with reasonable assessments by Customer or Customer's designated assessor. Customer may carry out such an assessment no more than once in any 12-month period, except that Customer may carry out additional assessments after a Security Incident. Customer bears the cost of its own assessments and of its designated assessor, unless the assessment finds a material breach of the Agreement (including this DPA) by Provider, in which case Provider bears the reasonable cost of that assessment. Provider is not required to offer an independent assessor. Customer may also take reasonable and appropriate steps to ensure that Provider uses Customer Personal Data in a manner consistent with Customer's obligations under applicable privacy law.

Annex C-1 — Subprocessors used to handle calls

• Telnyx — telephone line (telephony and call transport for the Business Number).
• xAI (Grok Voice) — AI model and voice that process the conversation in real time.
• ElevenLabs — backup voice provider (speech technology used by the AI assistant during calls).
• Cloudflare — hosting of the software that connects the telephone line with the AI assistant during calls.
• Telnyx — SMS messages from Customer's Business Number and Provider's Central Number.
• WhatsApp: not part of any Package; no WhatsApp provider is listed.
• Supabase — storage of call transcripts (Section 9.4(e)) and consent records (Section 9.4(f)) in the United States (region us-east-1).
• Google (Google Workspace) — the read-only job calendar that Provider keeps for Customer in Provider's own Google Workspace account and shares with Customer and the persons Customer names (Section 2.1 C); it holds the job, technician name, arrival window, address, End Customer name and number, problem description and access details.

Annex C-2 — Details of processing

• Purpose: the business purpose in Section C1.
• Kinds of End Customer data: name; callback telephone number; address and ZIP code; problem description; access details; preferred time; booking records; call transcripts (text only, no audio); call summaries; consent records (date and time, telephone number, identity of the person who gave consent, scope of the consent); SMS messages relating to the request. For Designated Contacts: name, role, telephone number, Contact Consent records, records of the notice given on Known Contact Calls (Section 9.4(i)(vi)) and opt-out (STOP) records (Section 9.6(h)); transcripts of Known Contact Calls are kept and deleted as stated in Section 9.4(e).
• Whose data: End Customers who contact Customer through the Service, and Customer's designated contacts, Emergency Experts and technicians.
• Duration: as stated in Section C6.

Acceptance

This Agreement is accepted electronically at checkout under Sections 5.1 and 16.4. No handwritten signature is required.

Questions: info@officebysam.com · +1 (401) 289-8785