Terms and Conditions of Service

Effective date: July 20, 2026  ·  MeetEmmy, LLC — Woodstock, Georgia

1. Services Provided

1.1 Service Description. Company shall provide AI-powered phone answering, crisis response, call screening, lead qualification, and appointment booking services as described in the Service Order. Services may include, but are not limited to: (a) answering inbound calls on Customer's business line; (b) qualifying callers based on Customer's specified criteria; (c) scheduling appointments on Customer's integrated calendar system; and (d) providing call recordings and transcripts.

1.2 Service Modifications. Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time with or without notice. Company shall not be liable for any modification, suspension, or discontinuance of Services.

1.3 No Performance Guarantees. Customer acknowledges that the Services utilize artificial intelligence and automated systems. Company makes no representations, warranties, or guarantees regarding service performance, call quality, appointment booking success rates, or any results whatsoever. Any verbal or written promises, projections, or estimates provided by Company representatives are aspirational only and do not constitute binding commitments. If Company cannot deliver Services as described due to technical limitations, Customer's sole remedy is termination of Services.

2. Fees and Payment

2.1 Service Fees. Customer agrees to pay Company the fees set forth in the Service Order, including but not limited to: (a) per-call fees for each call answered and processed by the AI system; (b) per-appointment fees for each qualified appointment successfully booked on Customer's calendar; and (c) any applicable setup fees, integration fees, or monthly minimums.

2.2 Billing and Payment Terms. Invoices shall be issued monthly and payment is due within seven (7) days of invoice date. Customer authorizes Company to charge the payment method on file. Late payments shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less.

2.3 Fee Changes. Company reserves the right to modify fees upon thirty (30) days written notice to Customer. Continued use of Services after fee changes constitutes acceptance of new fees.

3. Term and Termination

3.1 Term. This Agreement shall commence on the Effective Date and continue on a month-to-month basis unless earlier terminated as provided herein.

3.2 Termination by Customer. Customer may terminate this Agreement at any time upon thirty (30) days written notice to Company. Customer remains responsible for all fees incurred through the effective termination date.

3.3 Termination by Company. Company may terminate this Agreement immediately upon written notice if Customer: (a) fails to pay any amount when due and such failure continues for ten (10) days after written notice; (b) breaches any material term of this Agreement; or (c) engages in any fraudulent, illegal, or harmful conduct.

4. Limitation of Liability and Complete Legal Shield

4.1 Disclaimer of Warranties. The Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant that the Services will be uninterrupted, error-free, accurate, complete, or completely secure.

4.2 No Liability for Service Performance. Customer acknowledges that the Services utilize artificial intelligence technology and automated systems. Company shall not be liable for: (a) any missed, dropped, or unanswered calls; (b) any misqualification of leads or callers; (c) any missed, improperly scheduled, double-booked, or cancelled appointments; (d) any errors, inaccuracies, misstatements, or omissions in call handling, screening, or information gathering; (e) any statements, promises, commitments, or representations made by the AI system to callers; (f) any customer dissatisfaction, complaints, or negative reviews; (g) any lost business opportunities, lost customers, or lost revenue of any kind; (h) any technical failures, system downtime, integration issues, or third-party service interruptions; or (i) any other matters related to service performance, quality, or results.

4.3 Maximum Liability Cap. To the fullest extent permitted by law, Company's total aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, breach of warranty, misrepresentation, or otherwise, shall not exceed the lesser of: (a) the total fees paid by Customer to Company in the three (3) months immediately preceding the event giving rise to liability; or (b) one hundred dollars ($100).

4.4 Exclusion of All Damages. In no event shall Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind, including but not limited to lost profits, lost revenue, lost business opportunities, lost data, loss of goodwill, business interruption, reputational harm, cost of substitute services, or any other pecuniary loss, even if Company has been advised of the possibility of such damages.

4.5 Exclusion from Customer's Legal Disputes. Customer agrees that Company shall not be named, joined, impleaded, or otherwise included as a party, witness, guarantor, or participant in any civil lawsuit, legal proceeding, regulatory action, arbitration, or dispute involving Customer and any third party, including but not limited to disputes with Customer's clients, vendors, employees, contractors, lenders, or other business relationships, regardless of the theory of liability asserted. Customer shall defend, indemnify, and hold Company harmless from any attempt by any party to join, implead, or otherwise involve Company in such disputes, including Company's full attorneys' fees and costs incurred in seeking dismissal or removal from any such proceeding. The sole exception to this provision is a legal proceeding brought directly and exclusively against Company for claims arising solely from Company's own gross negligence or willful misconduct, which shall be subject to Section 11 below.

4.6 No Responsibility for Customer's Business. Company is not responsible in any way, for any reason, for anything related to Customer's business operations, including but not limited to: customer service quality, business reputation, customer satisfaction, work quality, regulatory compliance, licensing requirements, insurance obligations, employee management, financial performance, or any other aspect of Customer's business. Company provides only the limited Services described herein and assumes no responsibility for Customer's business success or failure.

4.7 Sole and Exclusive Remedy. Customer agrees that the remedies set forth in this Agreement, including the liability cap in Section 4.3 and the right of termination in Section 3, are Customer's sole and exclusive remedies for any claim arising out of or related to this Agreement or the Services, and Customer expressly waives any right to seek any other remedy, whether at law or in equity.

5. Indemnification

Customer agrees to indemnify, defend (with counsel of Company's choosing), and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use or misuse of the Services; (b) Customer's breach of this Agreement; (c) Customer's violation of any law or regulation; (d) any claim that Customer's content, data, or instructions to Company violate any third-party rights; (e) any act or omission by Customer or Customer's employees, agents, or representatives; or (f) any attempt by a third party to name, join, or otherwise involve Company in a dispute to which Company is not a direct party. This indemnification obligation applies regardless of whether the underlying claim is ultimately found to lack merit, and Customer shall advance Company's reasonable defense costs as they are incurred.

6. Confidential Information and Trade Secrets

6.1 Definition. "Confidential Information" means all non-public information disclosed by Company to Customer, including but not limited to: (a) Company's AI algorithms, prompts, training data, and machine learning models; (b) proprietary software, code, and technical specifications; (c) business methods, processes, strategies, and operational procedures; (d) pricing structures, commission arrangements, and financial information; (e) client lists, prospect information, and business relationships; (f) marketing materials, sales techniques, and competitive intelligence; and (g) any other information marked as confidential or that reasonably should be considered confidential.

6.2 Protection of Trade Secrets. Customer acknowledges that Company's AI technology, algorithms, prompts, business methods, and operational systems constitute valuable trade secrets protected under the Georgia Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.), the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.), and federal copyright law. Customer agrees to maintain the strict confidentiality of all trade secrets and proprietary intellectual property and shall not disclose, copy, replicate, reverse engineer, recreate, imitate, or use such information for any purpose other than receiving the Services.

6.3 Non-Disclosure Obligation. Customer shall: (a) not disclose Confidential Information to any third party without Company's prior written consent; (b) use Confidential Information solely for the purpose of receiving Services; (c) protect Confidential Information with at least the same degree of care used to protect Customer's own confidential information, but no less than reasonable care; (d) not attempt to extract, reverse engineer, or discover the underlying algorithms, prompts, or methodologies of the AI system; (e) not create derivative works based on Company's processes, structures, or systems; (f) immediately notify Company of any unauthorized disclosure or use of Confidential Information; and (g) return or destroy all Confidential Information upon termination of this Agreement.

6.4 Survival. The obligations under this Section 6 shall survive termination of this Agreement and shall continue for a period of five (5) years following termination, except that obligations relating to trade secrets shall continue for so long as such information remains a trade secret under applicable law.

7. Non-Solicitation, Non-Competition, and Business Model Restrictions

7.1 Non-Solicitation of Clients. During the term of this Agreement and for a period of two (2) years following termination, Customer shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any client, customer, or prospective client of Company to cease or reduce doing business with Company.

7.2 Non-Solicitation of Employees and Contractors. During the term of this Agreement and for a period of two (2) years following termination, Customer shall not, directly or indirectly, solicit, recruit, hire, or attempt to hire any employee, contractor, or agent of Company.

7.3 Non-Competition. During the term of this Agreement and for a period of one (1) year following termination, Customer shall not, directly or indirectly, through any affiliate, subsidiary, related entity, partnership, or as an independent contractor, develop, market, or offer a service that is substantially similar to the Services, using Company's business methods, structure, or approach.

7.4 Business Model and Family Restrictions. Customer, and any immediate family members of Customer (including spouse, parents, children, siblings, and in-laws), shall not, during the term of this Agreement and for two (2) years following termination: (a) start, own, operate, invest in, or participate in any business that provides AI-powered phone answering, call handling, appointment booking, or lead qualification services to home service businesses; (b) be employed by, consult for, or be affiliated with any company that provides such services to home service businesses; or (c) use, replicate, or imitate Company's business model, service structure, pricing model, marketing approach, or operational systems for any competing purpose. "Home service businesses" means any business that provides on-site services to residential or commercial properties, including but not limited to trades, contractors, service providers, and related industries that would benefit from AI phone answering services.

7.5 Acknowledgment of Reasonableness. Customer acknowledges that the restrictions set forth in this Section 7 are reasonable in scope, duration, and geographic area, and are necessary to protect Company's legitimate business interests, including its trade secrets, confidential information, proprietary business model, client relationships, and goodwill. Customer further acknowledges that breach of this Section 7 would cause irreparable harm to Company for which monetary damages would be an inadequate remedy.

8. Intellectual Property Rights

8.1 Company Ownership. Company retains all right, title, and interest in and to: the Services, including all AI technology, algorithms, software, and systems; all voice models, conversational scripts, phrases, cadences, and language patterns; all prompts, training data, machine learning models, and neural network architectures; the MeetEmmy name, logo, trademarks, service marks, and branding; all business processes, methodologies, structures, and operational systems; all advertising materials, marketing content, sales materials, and promotional assets; all improvements, modifications, enhancements, and derivative works to the Services; all data collected through the Services, including aggregated and anonymized data; and all intellectual property rights, copyrights, patents, and trade secrets related to the foregoing. No rights, licenses, or permissions are granted to Customer except as expressly stated in this Agreement. Customer receives only a limited, non-exclusive, non-transferable, revocable license to use the Services for Customer's internal business purposes during the term of this Agreement.

8.2 Customer Data. Customer retains ownership of all customer data, caller information, and business information provided to Company. Customer grants Company a limited, non-exclusive, worldwide license to use such data solely for the purpose of providing Services and improving the AI system. Company may use anonymized, aggregated data for analytics, service improvements, and business purposes.

8.3 Feedback and Suggestions. If Customer provides Company with any feedback, suggestions, or ideas regarding the Services ("Feedback"), Company shall own all rights to such Feedback and may use it for any purpose without obligation or compensation to Customer.

9. Data Privacy and Security

9.1 Data Processing. Company will process Customer data in accordance with applicable data protection laws. Customer is responsible for obtaining all necessary consents from callers and end users for call recording, data processing, and automated communications.

9.2 No Guarantee of Security. While Company implements reasonable security measures, Customer acknowledges that no data transmission or storage system is completely secure. Company shall not be liable for any unauthorized access to, disclosure of, or loss of Customer data.

For details on how caller and business client information is collected and handled, see the Privacy Policy.

10. Remedies for Breach

10.1 Injunctive Relief. Customer acknowledges that breach of Sections 6 (Confidential Information) or 7 (Non-Solicitation) would cause irreparable harm to Company for which monetary damages would be inadequate. Accordingly, Company shall be entitled to seek injunctive relief, specific performance, and other equitable remedies without the necessity of posting bond, in addition to all other remedies available at law or in equity.

10.2 Liquidated Damages. In the event of breach of Section 7 (Non-Solicitation), Customer shall pay Company liquidated damages equal to the greater of: (a) twelve (12) months of fees that would have been paid by the affected client; or (b) fifty thousand dollars ($50,000) per affected client or employee, which the parties agree represents a reasonable estimate of Company's damages and is not a penalty.

10.3 Fee-Shifting for Meritless Claims. If Customer initiates any claim, lawsuit, arbitration, or other legal proceeding against Company arising out of or related to this Agreement or the Services, and Customer does not prevail on that claim, Customer shall reimburse Company for all reasonable attorneys' fees, expert fees, and costs incurred in defending against such claim, in addition to any fees recoverable under Section 11.3.

11. Dispute Resolution and Governing Law

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11.2 Mandatory Binding Arbitration. Except for claims by Company for injunctive relief under Section 10.1, or claims within the jurisdiction of small claims court, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved exclusively by binding arbitration administered in Fulton County, Georgia, under the rules of the American Arbitration Association then in effect. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

11.3 Class Action and Jury Trial Waiver. To the fullest extent permitted by law, Customer and Company each waive any right to a jury trial and agree that any proceeding, whether in arbitration or court, shall be conducted only on an individual basis and not as a plaintiff or class member in any purported class, collective, or representative action.

11.4 Covenant Not to Sue. Except as provided for in Section 11.2, Customer covenants not to file or pursue any lawsuit, claim, charge, or other legal or administrative proceeding against Company in any court, and agrees that any such filing in violation of this covenant may be dismissed by the court and shall entitle Company to recover its attorneys' fees and costs incurred in obtaining dismissal.

11.5 Limitations Period. Any claim arising out of or related to this Agreement or the Services must be brought within one (1) year after the claim accrues, or it shall be permanently barred, notwithstanding any longer statute of limitations provided by law.

11.6 Venue for Excepted Claims. For any claim excepted from arbitration under Section 11.2, the parties irrevocably consent to the exclusive personal jurisdiction and venue of the state or federal courts located in Fulton County, Georgia, and waive any objection to such jurisdiction or venue.

11.7 Attorneys' Fees and Costs. In any proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs of investigation, and all other litigation or arbitration expenses from the non-prevailing party.

12. Broker's Commission Upon Sale of Customer's Business

12.1 Commission Trigger. If, at any time during the term of this Agreement or within twelve (12) months following its termination or expiration, Customer's business, or substantially all of its assets, membership interests, stock, or other equity, is sold, merged, acquired, or otherwise transferred to a third party (a "Sale Transaction"), and Company's Services, positioning work, introductions, or crisis response infrastructure contributed in whole or in part to Customer's marketability, valuation, or the identification of the acquiring party, Customer agrees to pay Company a commission equal to three percent (3%) of the Total Transaction Value.

12.2 Licensing Condition. This commission is payable solely on the condition that, at the time the Sale Transaction closes, Company is either: (a) itself a duly licensed real estate broker or business broker under Georgia law; or (b) represented in the Sale Transaction by a duly licensed Georgia real estate broker or business broker engaged by Company. If neither condition is satisfied at closing, no commission shall be due under this Section 12, and this Section shall not be construed to create any brokerage obligation, fiduciary duty, or right to compensation contingent on the sale of real property or a business in violation of applicable licensing law.

12.3 Total Transaction Value. "Total Transaction Value" means the total consideration paid or payable to Customer or Customer's equityholders in connection with the Sale Transaction, including cash, the fair market value of stock or other equity, assumed debt included as part of the purchase price, and earn-out or deferred payments as and when actually received by Customer.

12.4 Notice and Cooperation. Customer shall notify Company in writing within ten (10) business days of receiving a letter of intent, term sheet, or offer for a Sale Transaction, and shall reasonably cooperate with Company in confirming the licensing condition in Section 12.2, including permitting Company to engage a licensed Georgia business broker to represent Company's interest in the commission.

12.5 Payment. The commission described in this Section 12 is due and payable at closing of the Sale Transaction, directly from the closing proceeds, and Customer authorizes and directs the closing agent, escrow agent, or attorney handling the transaction to pay Company's commission directly from such proceeds upon presentation of this Agreement.

12.6 Survival. This Section 12 shall survive termination or expiration of this Agreement for the period described in Section 12.1.

13. General Provisions

13.1 Entire Agreement. This Agreement, together with the Service Order and any exhibits or addenda, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to the subject matter hereof. No oral statements or prior written materials not specifically incorporated herein shall be of any force and effect.

13.2 Amendments. Company may modify this Agreement at any time by posting the modified terms on its website at www.meetemmy.com or by providing written notice to Customer via email or U.S. mail. Continued use of Services after such modification constitutes acceptance of the modified terms. Material changes will be effective thirty (30) days after notice.

13.3 Assignment. Customer may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder without Company's prior written consent, which may be withheld in Company's sole discretion. Any attempted assignment in violation of this provision shall be void. Company may freely assign this Agreement.

13.4 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

13.5 No Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party, and no waiver of any breach shall constitute a waiver of any subsequent breach.

13.6 Force Majeure. Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or telecommunications failures, or third-party service provider outages.

13.7 Independent Contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf.

13.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies on any person or entity other than the parties.

13.9 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

13.10 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and digitally signed documents shall have the same force and effect as original signatures.

13.11 Notices. All notices required under this Agreement shall be in writing and delivered via email to the addresses specified in the Service Order or via U.S. mail to the addresses on file. Notices are effective upon receipt.

13.12 Survival. The following sections shall survive termination or expiration of this Agreement: Sections 4 (Limitation of Liability), 5 (Indemnification), 6 (Confidential Information), 7 (Non-Solicitation and Non-Competition), 8 (Intellectual Property), 9 (Data Privacy), 10 (Remedies), 11 (Dispute Resolution), 12 (Broker's Commission), and 13 (General Provisions).