This Service Agreement (this "Agreement") is between Mountain Goat Momentum ("Provider") and the business named on Provider’s invoice (the "Client"), and takes effect on the date Client accepts it under Section 15 (the "Effective Date"). Provider and Client are each a "Party" and together the "Parties."
RECITALS
Provider offers digital growth products and services for local service businesses, including an automated call answering service, local search visibility management, and review signage. Client desires to purchase one or more of these offerings. This Agreement governs every offering Client purchases from Provider, whether purchased alone or in any combination, as identified on Client’s invoice. The Parties therefore agree as follows:
1. DEFINITIONS
1.1 "Offerings" means the products and services described in Section 2. Those Offerings that Client purchases, as identified on Client’s invoice, are the "Purchased Offerings."
1.2 "Receptionist Service" means the automated call answering service described in Sections 2.1 through 2.3.
1.3 "SEO Service" means the local search visibility management described in Section 2.4.
1.4 "Signage" means the NFC tap to scan review signage described in Section 2.5.
1.5 "Go Live Date" means the first date on which the Receptionist Service begins answering Client’s live inbound calls.
1.6 "Fees" means the recurring and one time charges for the Purchased Offerings, in each case as stated on Client’s invoice. This Agreement states no prices; all pricing, packages, tiers, and quantities are those stated on Client’s invoice.
1.7 "Platforms" means the third party voice, telephony, artificial intelligence, search, and scheduling infrastructure on which the Offerings operate, including Google and Apple services.
1.8 "Client Data" means call recordings, transcripts, call notes, caller contact information, appointment records, and business profile content generated or managed on Client’s behalf under this Agreement.
2. THE OFFERINGS
2.1 Receptionist Service. Provider will build, configure, test, and operate an automated call answering service for Client. The Receptionist Service answers Client’s inbound calls in natural conversation under Client’s business name, gathers caller and job information, answers common questions using information supplied by Client or drawn from Client’s public materials, such as its website and business profiles, books appointments into Client’s designated calendar with call notes, and sends text message confirmations to callers.
2.2 The Receptionist Service operates by call forwarding from Client’s existing phone number under routing rules the Parties agree upon. Client’s phone number does not change and remains under Client’s control at all times.
2.3 The Receptionist Service is offered in two coverage packages. FULL COVERAGE routes every inbound call to the Receptionist Service at all hours, including simultaneous calls. AFTER HOURS ONLY routes calls to the Receptionist Service only outside Client’s stated office hours, including nights, weekends, and holidays, and does not answer or assist with calls during Client’s office hours. The package selected by Client is stated on Client’s invoice.
2.4 SEO Service. Provider will manage Client’s local search presence, which may include Google Business Profile and Apple Maps optimization and management, categories and descriptions, photo and content activity, review monitoring and responses, review request tools, competitor monitoring, signage, and reporting, in each case according to the tier stated on Client’s invoice.
2.5 Signage. Provider offers NFC tap to scan review signage as one time physical product purchases, in the styles and quantities stated on Client’s invoice. Signage may be purchased together with other Offerings or on its own. For a purchase consisting only of Signage, the provisions of this Agreement governing recurring services, monthly billing, and cancellation do not apply; the transaction is complete upon delivery of the Signage and payment of the invoice, and Sections 8, 9.3, 12, and 14 continue to apply.
2.6 This Agreement applies to whichever Offerings Client purchases, alone or in any combination. Provisions specific to an Offering apply only if that Offering is a Purchased Offering.
3. TERM
3.1 This Agreement begins on the Effective Date. Each recurring Purchased Offering continues month to month, renewing automatically each month until cancelled under Section 10. Client may add or drop individual Offerings by mutual written agreement, including by email, with the change reflected on subsequent invoices.
4. FEES AND BILLING
4.1 Fees are invoiced through Stripe. Recurring Fees are invoiced monthly, beginning for the Receptionist Service on the Go Live Date and for the SEO Service when the work begins. One time charges, including Signage and any setup charges stated on the invoice, are invoiced when incurred.
4.2 Payment is due upon receipt of invoice. If an invoice remains unpaid fourteen (14) days after issue, Provider may suspend the affected Purchased Offerings upon written notice to Client, and will restore them promptly upon receipt of payment. Suspension for nonpayment does not extend or reduce any billing period.
4.3 Fees are exclusive of any applicable taxes, which are Client’s responsibility if imposed.
5. CLIENT RESPONSIBILITIES
5.1 Client will provide the information and access reasonably needed to set up and operate the Purchased Offerings, which may include accurate business details, service area, office hours, the categories of work the Receptionist Service should and should not book, answers to common customer questions, access to the calendar designated for booking, and access to Client’s Google Business Profile and related accounts where the SEO Service is purchased.
5.2 Client will respond within a reasonable time to Provider’s setup and tuning questions and will keep Provider informed of changes to hours, services, pricing, or service area that affect the Purchased Offerings.
5.3 Client is responsible for the accuracy of the information it supplies and of its own public materials, including its website and business profiles. The Offerings repeat and apply what Client provides and what Client publishes; Provider is not responsible for statements made or content published in faithful reliance on information supplied by Client or drawn from Client’s public materials. Client will notify Provider of changes so the Offerings stay current.
6. SETUP, TESTING, AND TUNING
6.1 For the Receptionist Service, Provider will build and test before the Go Live Date and will tune the service during the initial weeks of live operation using real call recordings and notes, at no additional charge.
6.2 Client may request reasonable adjustments to what the Receptionist Service says, asks, and books, and to the content and emphasis of the SEO Service, at any time, and Provider will implement reasonable requests promptly.
7. SERVICE LIMITATIONS; DISCLAIMER
7.1 The Receptionist Service is software. Client acknowledges that no answering solution, human or automated, handles every call perfectly, and that occasional mishandled calls are possible. Every call the Receptionist Service answers is recorded and summarized in notes available to Client, and Provider will promptly investigate and correct any handling error Client identifies.
7.2 Search rankings, review activity, and map placement are determined by third parties, including Google and Apple, and change continuously. Provider will perform the SEO Service diligently but does not control and cannot guarantee any particular ranking, placement, review volume, or search outcome.
7.3 If a Platform outage interrupts an Offering, Provider will work to restore operation as quickly as reasonably possible. During any interruption of the Receptionist Service, calls follow whatever fallback routing Client has in place, such as voicemail.
7.4 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE OFFERINGS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION AND DOES NOT GUARANTEE ANY PARTICULAR BUSINESS OUTCOME, INCLUDING CALL VOLUME, BOOKING RATES, SEARCH RANKINGS, REVIEW VOLUME, OR REVENUE.
8. LIMITATION OF LIABILITY
8.1 NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES ACTUALLY PAID BY CLIENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.3 The limitations in this Section 8 do not apply to a Party’s gross negligence or willful misconduct.
9. CLIENT PROPERTY, DATA, AND CONFIDENTIALITY
9.1 Client’s phone number, accounts, Google Business Profile, calendar, customer relationships, and goodwill remain Client’s property at all times. Nothing in this Agreement transfers any ownership interest in Client’s business assets to Provider.
9.2 Client Data is maintained for Client’s benefit and is available to Client on request. Provider uses Client Data only to operate, tune, and improve the Purchased Offerings, and does not sell Client Data or share it with third parties other than the Platforms as necessary to operate the Purchased Offerings.
9.3 Each Party will keep the other Party’s nonpublic business information confidential and use it only to perform this Agreement. This obligation survives termination for two (2) years.
9.4 Upon termination, Provider will remove call routing configurations, return control of any managed profiles to Client, and, upon Client’s written request, will delete Client Data within thirty (30) days, except as retention is required by law.
10. CANCELLATION AND TERMINATION
10.1 Either Party may cancel any recurring Purchased Offering, or this Agreement entirely, at any time, for any reason, by written notice to the other Party. Notice by email or text message is sufficient.
10.2 Upon notice of cancellation, the affected Purchased Offerings remain active through the end of the billing period already paid for, after which they end. No further invoices for the cancelled Offerings will issue after notice of cancellation. Fees already paid are not refunded.
10.3 Sections 7, 8, 9, 11, 12, and 14 survive termination of this Agreement.
11. INTELLECTUAL PROPERTY
11.1 Provider owns and retains all right, title, and interest in its systems, software, AI models, prompts, configurations, templates, processes, know how, and improvements, including personalized configurations and models built for Client (collectively, "Provider IP"). Nothing in this Agreement sells, assigns, or transfers any Provider IP to Client.
11.2 During the term of the applicable Purchased Offering, Client receives the benefit of the Provider IP as deployed for Client’s business, including any personalization, which Provider creates and maintains at its discretion. Upon termination, all use of the Provider IP for Client’s benefit ends. Client Data remains Client’s property as provided in Section 9.
12. CLIENT’S BUSINESS; INDEMNIFICATION
12.1 Provider facilitates communications, scheduling, search visibility, and review collection. Provider does not perform, supervise, or verify Client’s trade services and has no responsibility for the quality, safety, legality, licensure, or outcomes of Client’s work. Client is solely responsible for its services, workmanship, licensing, permits, insurance, and compliance with law.
12.2 Client will defend, indemnify, and hold harmless Provider from and against any third party claims, damages, liabilities, and expenses, including reasonable attorney fees, arising out of (a) Client’s services, workmanship, or conduct, (b) information or content supplied by Client, or (c) Client’s violation of law.
13. COMMUNICATIONS AND RECORDING CONSENT
13.1 Client authorizes Provider to answer calls, record and transcribe calls, and send text messages to callers on Client’s behalf as part of the Purchased Offerings. Where required by applicable law, the Receptionist Service will include a call recording disclosure to callers.
13.2 Each Party will comply with communication, recording, and telemarketing laws applicable to its own conduct.
14. GENERAL PROVISIONS
14.1 Independent Contractor. Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
14.2 Assignment. Neither Party may assign this Agreement without the other Party’s written consent, except that Provider may assign it in connection with a sale of its business, in which case Client’s cancellation right under Section 10 is unaffected.
14.3 Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control.
14.4 Notices. Notices under this Agreement may be given by email or text message to the addresses and numbers the Parties customarily use with each other.
14.5 Entire Agreement; Amendment. This Agreement is the entire agreement between the Parties regarding the Offerings and replaces all prior discussions. Amendments must be in writing, which includes email.
14.6 Governing Law. This Agreement is governed by the laws of the State of Utah, without regard to conflict of laws principles.
14.7 Venue. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in the State of Utah, and each Party consents to jurisdiction and venue there.
14.8 Attorney Fees. In any action or proceeding to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorney fees and costs from the other Party.
14.9 Severability; Waiver. If any provision is found unenforceable, the remainder stays in effect. A Party’s failure to enforce a provision is not a waiver of it.
15. ACCEPTANCE
15.1 This Agreement may be accepted in either of the following ways, each of which is binding: (a) by written reply, including email or text message, to the message delivering this Agreement, stating agreement; or (b) by payment of an invoice from Provider. Whichever occurs first constitutes Client’s acceptance of this Agreement in full, and no signature is required. Acceptance applies to all Purchased Offerings, current and later added, unless the Parties agree otherwise in writing.