The whole contract, in plain English.

Founding Client Agreement: Prosper8y Front Desk System

Plain English, on purpose. This is the whole contract. It takes about five minutes to read.

1. Who

Morgan Litchfield, doing business as Prosper8y AI ("we", "us"), PO Box 2214, Hanford, CA 93232, morgan@prosper8y.com, (805) 455-3460.

Client ("you"): the business named on the proposal this agreement is attached to, represented by the person who signs below. You confirm that person can bind the business and that the business holds whatever license its trade requires.

2. What we install and run

A lead-answering system for your business, in this order on every lead:

1. Lead-email reader. Every vendor lead email, web form and ad form you route to the system is read the moment it lands and turned into a lead record within seconds. Lead emails reach the system through your lead inbox, which we connect to directly (section 10), or by forwarding if you prefer that. Duplicates and spam are screened out.
2. Owner ring with live connect. Your phone rings. A short spoken briefing tells you where the lead came from, their name, their city and what they want, then says "Say yes to connect." Say yes and you are connected straight to the lead. This happens first, on every web, ad and email lead that comes in with a phone number, inside your ring hours. A call to your routed line that you did not pick up is answered by the assistant first; when that call ends and the assistant has marked the caller as a new lead, your phone rings for them the same way. Your ring hours are the days of the week and the hours of the day you set at intake.
3. AI callback fallback. Only when your phone was rung for the lead inside your ring hours and you didn't pick up, only between 8 AM and 9 PM in the lead's own time, and only when the lead's source carries the consent described in section 8, an assistant calls the lead back, says it is an AI in its first sentence, tells the caller the call is recorded, and asks when the lead would like a phone call with you. Where your Google calendar is connected, it offers only times the calendar shows free; otherwise it takes the day and time the lead asks for. Either way the time is texted to you. The assistant does not put the appointment on your calendar; you do. For a phone number outside your local area codes the assistant calls, and the system texts, only when it is between 8 AM and 9 PM in every US time zone, about 11 AM to 6 PM Pacific, because it cannot tell which time zone that phone is in; outside that window you get the lead's details by text instead. A web, ad or email lead that arrives outside your ring hours is not called by the assistant: it waits for your ring hours (section 6.3). The assistant does answer calls to your routed line that you don't pick up, at any hour.
4. Texts to your leads. Sent from your business number, only to a lead who agreed to texts, only between 8 AM and 9 PM in the lead's own time, and every text honors STOP. There are four: a welcome text with your booking link when a form lead arrives; a text saying you are calling, when you said yes to connect and the lead did not answer; a text confirming the call time, when the assistant confirmed one from your connected calendar; and a text with a way to book when the lead doesn't answer the assistant's callback. If you ask for it, one follow-up email is also sent from your own mailbox to a lead who could not be reached by phone (section 10.7).
5. Weekly report. Every Friday: leads in, seconds from each lead to your phone ringing, rings on time, your pickups, call times the assistant set or took down, and AI minutes used, against your baseline. One tap to reply.

Also in the monthly fee: unlimited fixes to what we built, one 20-minute wins call a month, and the support window in section 9.

3. Fees

1. At signature: $2,497, charged to your card. That is the $2,000 install, one time, plus your first month of service ($497), paid ahead.
2. Service: $497 per month. The monthly clock starts on the go-live day (section 5), not the day you pay. The month you paid for at signature runs from go-live day. The next $497 is charged one month after go-live day, and then on that same day each month, to the card on file, until you cancel. At signing you check a separate box that says: "I agree to $497 a month, starting one month after my go-live day, until I cancel by email." You cancel by email to morgan@prosper8y.com (section 4).
3. AI minutes: 500 included each month. Minutes over 500 are invoiced at $0.40 per minute on the following month's charge. Your minutes used are on every Friday report.
4. Phone number and carrier text-registration fees are included. No other fees.

Founding-client price. In exchange, you agree we may publish your before-and-after numbers as a case study once you approve them in writing.

4. Billing and cancellation

1. You keep a valid card on file with our payment processor (Stripe). We never see or store the full card number.
2. If a monthly charge fails we retry for 7 days and email you; if it still fails, the system pauses until it clears.
3. Cancel any time by email to morgan@prosper8y.com. There is no term. Service runs to the end of the month you have paid for; minutes over 500 in that final month are invoiced once at the end. Apart from the guarantee in section 6, fees already charged are not refunded. That is the whole payment schedule.

5. Timeline and go-live

Your intake answers are due within 2 business days of signing. Voice goes live 3 to 5 business days after we have them; everything is live within 5 to 10 business days. Go-live is the day call routing is live. The moment the system is switched live, it emails you a go-live confirmation with the date and time. That email is the written record of your go-live day. Carrier text-message registration is outside our control; once the carrier approves the number, usually one to two weeks, missed-call text turns on. Voice goes live first and go-live does not wait for it. Until the carrier approves the number, texts the system sends to you (such as a lead's details after a missed ring, or a lead email to check) may be held back by the carrier too. Your phone still rings for every lead, and every lead is on the weekly report.

6. The 30-day guarantee

The promise: For your first 30 days live, every lead that comes in with a phone number during your hours gets your phone ringing within 60 seconds. If we miss that on more than 1 in 10 leads, we refund the full $2,497. Your part: pick up and say yes on at least 7 of every 10 rings, and point your lead sources at the system within 3 business days. Fewer than 20 leads, and the window stays open until you reach 20.

How it is counted:

1. A lead is a new inquiry that reaches the system from a source you pointed at it, with a working phone number, inside your ring hours (the days and the hours you set at intake).
2. A ring is on time when the system's call to your phone starts within 60 seconds of the lead reaching the system, by the system's own timestamps. A late ring counts as late whatever the cause, including a carrier or vendor problem. That is what the 1 in 10 is for. A lead our own system reached late inside your ring hours, for example a lead email it picked up late or held back, counts as a late ring against us. For a lead who phones your business line and reaches the assistant, the 60 seconds start when the assistant's report of that call reaches the system.
3. Not counted: spam, duplicates, wrong or disconnected numbers, sales calls to you, existing customers calling about existing work, test leads, leads that arrive outside your ring hours (such a lead waits, and your phone rings for it when your ring hours next open, never before 8 AM), lead emails the reader could not read with confidence (each one is texted to you to check and shown on the weekly report), lead emails that show only a relay, masked, extension, toll-free or overseas number (each one is texted to you and is not rung; many Angi, Thumbtack and Yelp lead emails are like this), phone callers the assistant marks as not a new inquiry, callers with no caller ID, calls where nobody spoke, callers who asked not to be contacted, and leads that arrive while the system is paused at your request or disconnected by you. A pause counts as yours only when it was recorded as asked for by you. A lead that arrives during a pause we put on is counted. Leads that arrive while the system is paused because a charge is unpaid are not counted.
4. Robocalls and spam calls. Obvious robocalls and spam calls on the line you routed to the system are filtered out. They are not leads and they are not counted. Each weekly report tells you how many were filtered, so you can see them.
5. Web form safety cap. A public web form routed to the system is capped at 6 posts in 10 minutes and 40 in a day, so a flood of fake posts cannot ring your phone over and over or decide the guarantee. Posts past the cap are stored, your phone does not ring for them, and you are texted once. They stay in the count, and the weekly report shows them on their own line. Because anyone can post to a public form, if those posts would change the result when the window closes, we go through them with you, line by line, before any result.

The window is the 30 days after go-live. If fewer than 20 leads have been counted by day 30, the window stays open until 20 have been counted, and the result is taken then. A promise about 9 in 10 can't be judged on a handful. Monthly charges continue while a window is open.

The refund: if the on-time rings come to fewer than 9 of every 10 counted leads when the window closes, we refund $2,497, the install and your first month, to the card you paid with, within 10 business days. You then choose whether to keep the system running at the monthly price or cancel.

The record is the weekly report, which shows the count as it stands: leads, rings on time, and your pickups. You have 5 business days after each report to dispute any line in writing to morgan@prosper8y.com; after that the line stands. The final report closes the window.

This guarantee is the whole refund policy. Nothing on our website, in an ad or in an email adds to it. It is a promise about how fast your phone rings. It is not a promise of sales, jobs or revenue, and third-party research is not a promise of your results.

7. Your part of the guarantee

The guarantee in section 6 applies when you do both of these. Pickups are read from the system's own call log. The routing date is the date we record in our log (item 2).

1. Pick up. You, or whoever you name at intake, pick up and say yes on at least 7 of every 10 rings the system places to you inside your ring hours during the window. A pickup is a ring you answer and say yes to when the system asks whether to connect you. A ring that goes to your voicemail, or one you answer without saying yes, is not a pickup. The system connects you on a short answer, six words or fewer, with a yes word in it and no "no": yes, yeah, yep, yup, sure, go ahead, connect, or "yes, put them through". "Okay" on its own also connects. If it does not hear one clearly, it asks once more; a ring where it still did not hear yes is not a pickup. If you think a ring was misheard, dispute that line on the weekly report under section 6. If you answered and said yes but the system did not hear it, that ring counts as a pickup when the call log shows your answer. A ring you could not have answered is left out of the 10: one placed while you were on a lead call the system had connected, or one that started less than 30 seconds after another ring started. Measured by: the call log.
2. Point your leads at it. You route your lead sources (website form, ad forms, lead emails, the number on your site and Google profile) to the system within 3 business days of go-live. We give you the exact steps and do the parts we can do for you. Measured by: the date we record your sources as routed in our log, which we confirm to you by email the same day. We record it by hand, the day you tell us a source is routed or the day we route it for you. If we are late recording it, the date you routed them is the one that counts.

If your pickups are running under 7 in 10 during the window, we text you so it doesn't come as a surprise. The text is a courtesy; the count is what decides. Miss either item and the guarantee in section 6 does not apply for that window. Everything else in this agreement still does.

8. Consent, AI disclosure and compliance

1. You put the consent text we supply on every form the system serves, before it is routed to us. It covers automated and AI-assisted calls and texts, says consent is not a condition of purchase, states message frequency and rates, and gives STOP and HELP instructions.
2. The assistant calls a lead only when the lead's source carries that consent. A lead from a source without it is never called by the assistant. Your phone still rings, and if you don't pick up you get a text and one more ring.
3. Missed and cut-off callers. A person who calls your business line and is cut off or missed may be called back by the assistant up to two times about that inquiry, and no more.
4. You confirm every number the system contacts belongs to someone who contacted your business themselves. Purchased or scraped lists are never loaded.
5. The assistant discloses that it is an AI in the first sentence of every call it places or answers, and that the call is recorded. You will not ask us to remove either disclosure.
6. Anyone who replies STOP is never texted again from your number. Texts are not sent between 9 PM and 8 AM the recipient's local time.
7. You stay responsible for your own licensing, advertising, pricing and customer relationships. The assistant only says what you approved at intake.

9. Support and response time

1. Support window: Monday to Friday, 12:00 to 2:00 PM Pacific, by text or email to the numbers above. Reply within 15 minutes inside the window; otherwise by the next business day.
2. Routing faults (a lead that didn't ring, a callback that didn't fire, a text that didn't send) are logged by the system and shown to us, and we fix them overnight. A late or missed ring is shown on your next weekly report.
3. On call: outside the support window we get an email alert for anything touching money (a charge, a refund, a failed payment), and we read legal notices as they arrive. We check the system each morning and after any alert it sends us. Everything else waits for the next business day.

10. Data, inbox access, recordings and ownership

1. Your leads, call and text logs, recordings, transcripts, the call times the assistant took down, and reports are yours. We hold them only to run the service, under our privacy policy at prosper8y.com/privacy.html.
2. Recordings. Only the assistant's own calls are recorded, and the assistant says so at the start of each one. Calls connected between you and a lead are not recorded. Recordings and transcripts are deleted by hand: when you ask, and at the latest within 90 days after this agreement ends, unless you ask us to hold one for a dispute. Consent and STOP records are kept 5 years.
3. Our processors are Twilio, Vapi, Google, Stripe, Anthropic and our server host. The assistant's phone calls run through Vapi, which uses OpenAI for the language model, ElevenLabs for the voice and Deepgram for transcription. Lead emails that need an AI read go to Anthropic, and so do the week's counts and your leads' first names when it drafts the opening of your weekly report. We do not sell data. We do not send client or customer data to any vendor for the purpose of training its models. We make no statement about model training by Anthropic or the voice vendors; their own terms apply.
4. On cancellation, we export your lead records and reports on request and delete the rest by hand within 90 days, except the records that item 2 or the law require us to keep (consent and STOP records, the signed agreement and billing records).
5. Your phone number: once your balance is paid, you may port the number the system used to any carrier. We release it within 5 business days of the request.
6. The system's design, prompts, workflows and code are ours and stay ours.
7. Your lead inbox. So we can verify that every lead email gets through, the system connects directly to the inbox where your lead notification emails arrive. You create an app password for that inbox and give it to us on a call, never in a form or an email. We never ask for, see or hold the account's real password. The connection only reads. It cannot send, delete, move, flag or mark a message as read. We do not send email from your inbox. The one exception is the follow-up email in section 2.4, sent only if you ask for it and only through a separate send permission you grant. The system looks at the sender and subject line of each message to decide whether it is a lead notification (from your lead vendors, your website form or your ad forms). It opens only the messages that look like one and turns each lead notification into a lead record. A message that is not a lead is skipped and nothing of its contents is kept, with one exception: a message that trips the spam screen may be kept as a review item and texted to you, so a real lead is not thrown away by mistake. A message that looks like a lead notification from a sender we do not recognise may be read by an AI service (Anthropic) to work out whether it is a lead. A message waiting for that read is held on our server's disk until the read has run, normally a few seconds, and is then deleted. Once a day, the sender and subject line, and sometimes the first few lines, of automated messages from senders we do not recognise are checked the same way, so that no lead source is missed. The app password is stored encrypted and is deleted when this agreement ends. The records the reader keeps about your inbox are deleted with it. You can revoke the app password yourself at any time in your email account settings. If you do, lead emails stop reaching the system until you reconnect or forward them, and that counts as the system being disconnected under section 6. We recommend a mailbox that holds only lead notifications. Microsoft 365 and Outlook.com inboxes cannot be connected this way today, so those clients forward their lead emails to the address we give them instead. If you would rather not connect an inbox, you forward your lead emails the same way.

11. Third parties and uptime

The system runs on carriers and vendors we don't control, and we can't promise a vendor's uptime. For the guarantee, section 6 already says how a late ring is counted. Outside the guarantee, a vendor's downtime is not a breach of this agreement by us. AI is a new and evolving technology. The assistant will sometimes make mistakes. When it does, we fix it at no charge.

12. Limitation of liability

To the extent California law allows, our total liability for anything arising out of this agreement or the service is capped at the fees you paid us in the 3 months before the claim. A refund owed under section 6 is paid in full and is not reduced by this cap. Neither side is liable for lost profits, lost leads, lost jobs, or indirect or consequential damages. The service is provided as described in section 2 and otherwise without warranties of any kind. The only guarantee is section 6.

13. Indemnity

You cover us for claims arising from your breach of section 8 or your own dealings with your customers. We cover you for claims that the system as we built it infringes someone else's intellectual property.

14. Termination

1. You may cancel at any time under section 4.
2. We may end this agreement on 30 days' written notice for any reason, or immediately if you breach section 8 or a charge stays unpaid 14 days after we've told you.
3. If we end it for our convenience inside a guarantee window, section 6 is treated as met in your favor and the $2,497 is refunded.
4. Sections 10, 12, 13, 15 and 17 survive termination.

15. Governing law and disputes

California law governs this agreement. Any dispute is brought in the state or federal courts sitting in Kings County, California, and both sides agree to that venue. Before filing, either side emails the other and both try for 30 days to sort it out directly.

16. Electronic signature

You agree to sign and receive this agreement electronically under the federal ESIGN Act and California's Uniform Electronic Transactions Act. Your typed name, drawn signature, IP address, browser, timestamp and a hash of this exact text form the signed record. A copy with the full text, your typed name and the hash is emailed to you; the drawn signature is kept on file with the record. You may request a paper copy at any time by email.

17. Confidentiality

Each of us keeps the other's non-public business information private. For you that includes your leads, customers, prices, numbers and call records. For us it includes our scripts, prompts, workflows and methods. Each of us uses the other's information only to carry out this agreement, and shares it only with the people and service providers who need it for that work and who are bound to keep it private. This does not cover information that is already public, that the receiving side already had or worked out on its own, or that it got lawfully from someone else. Either of us may disclose what a law, court order or regulator requires, after telling the other first where the law allows. These duties last for the life of this agreement and for 2 years after it ends. A case study under section 3 is published only with your written approval.

18. Whole agreement

This agreement plus the proposal it is attached to is the entire agreement between us. If one part is unenforceable the rest stands. Changes must be in writing and signed by both of us.

Signed electronically by the person named below for the Client, and by Morgan Litchfield, doing business as Prosper8y AI.