Service Agreement
Last updated: May 30, 2026
This AI Receptionist Services Agreement (the "Agreement") is entered into between Willison HQ LLC, an Ohio limited liability company with a principal place of business at 11183 Sagebrush Ave NE, Uniontown, Ohio 44685 ("Company," "Willison," "we," "us," or "our"), and the business or individual that accepts this Agreement and subscribes to the Service (the "Client," "you," or "your"). The Company and the Client are each a "Party" and together the "Parties."
This Agreement takes effect on the date the Client accepts it and submits the first payment (the "Effective Date"). By checking the box indicating agreement to this Agreement and completing payment, or by otherwise using the Service, the Client agrees to be bound by this Agreement. If the Client accepts this Agreement on behalf of a company or other legal entity, the person accepting represents that they have authority to bind that entity, and "Client" refers to that entity.
1. The Service
1.1 Overview. The Company provides an artificial-intelligence ("AI") virtual receptionist service for the Client's business (the "Service"). The Service answers telephone calls placed to a dedicated phone number assigned to the Client, engages callers using an automated voice assistant configured with a persona and the Client's business information, and performs the functions described below.
1.2 What the Service does. Subject to this Agreement, the Service is designed to:
- (a) answer the Client's inbound calls, including outside of normal business hours;
- (b) provide callers with information the Client supplies during onboarding;
- (c) capture caller information;
- (d) schedule, cancel, and reschedule appointments using the Client's connected calendar;
- (e) provide appointment confirmations and notifications to callers and to the Client's designated contact through the channels enabled for the Client, such as email. Text-message (SMS) delivery is an optional add-on, available only where the Client is registered for A2P 10DLC messaging with U.S. wireless carriers and elects to enable it; and
- (f) make call data, such as call summaries and outcomes, available to the Client.
1.3 AI disclosure. The Service uses an automated AI voice assistant, which may identify itself as a virtual or automated receptionist. The Client acknowledges that the assistant is not a human agent.
1.4 Not an emergency service. THE SERVICE IS NOT AN EMERGENCY, ALARM, MEDICAL, OR 911-DISPATCH SERVICE. IT IS NOT DESIGNED OR GUARANTEED TO HANDLE LIFE-SAFETY, MEDICAL, OR OTHER EMERGENCIES. THE CLIENT IS RESPONSIBLE FOR INSTRUCTING ITS CALLERS TO CONTACT 911 OR APPROPRIATE EMERGENCY SERVICES IN AN EMERGENCY. THE COMPANY IS NOT LIABLE FOR ANY RELIANCE ON THE SERVICE IN AN EMERGENCY.
1.5 Third-party platforms. The Service operates using third-party platforms, including telephony, messaging, and scheduling providers, and depends in part on those providers and on wireless carriers. The Company does not control and is not responsible for their networks, outages, or message-filtering decisions.
1.6 Changes to the Service. The Company may modify or improve the Service from time to time, provided that it will not materially reduce the core functionality described above for the Client during a paid term without notice.
2. Onboarding and Setup
2.1 The Company will configure the Service for the Client based on information the Client provides, including the Client's business name, services, service area, business hours, and escalation contact.
2.2 To receive calls through the Service, the Client may either (a) forward, or arrange to forward, its existing business telephone line to the number assigned by the Company, or (b) use the number assigned by the Company directly as a published business line. The Service handles only calls that reach the assigned number.
2.3 There is no separate setup or onboarding fee.
3. Term and Renewal
3.1 This Agreement begins on the Effective Date and continues until terminated as provided in this Agreement.
3.2 Monthly plans. If the Client subscribes on a monthly basis, the subscription renews automatically each month until cancelled under Section 5.
3.3 Commitment plans. If the Client subscribes on a commitment plan at the rate shown at checkout, the Client commits to the plan term shown at checkout (for example, a six (6) or twelve (12) month term), billed monthly. The subscription continues for that term and renews for successive terms of the same length unless cancelled before the end of the then-current term.
4. Fees and Payment
4.1 Subscription Fee. The Client agrees to pay the recurring subscription fee presented to the Client at the point of purchase and reflected in the Client's subscription (the "Subscription Fee"). The Subscription Fee is determined for each Client based on factors such as the Client's call volume and needs and the plan the Client selects, and is the amount and billing frequency shown to the Client at checkout.
4.2 Billing and authorization. The Subscription Fee is billed in advance for each billing cycle through the Company's third-party payment processor. The Client authorizes the Company and its payment processor to charge the Client's selected payment method (bank account by ACH or a payment card) on a recurring basis for the Subscription Fee and any other amounts owed under this Agreement, until the Client cancels.
4.3 No setup fee. The Company does not charge a separate setup or onboarding fee.
4.4 Taxes. The Subscription Fee does not include taxes. The Client is responsible for any sales, use, or similar taxes, other than taxes based on the Company's net income.
4.5 Failed or late payment. If a payment fails or is not received when due, the Company may suspend the Service until payment is made. The Client remains responsible for the Subscription Fee for the applicable billing cycle.
4.6 Changes to fees. The Company may change the Subscription Fee on at least thirty (30) days' notice to the Client. A fee change takes effect at the start of the next billing cycle after the notice period. If the Client does not agree to a fee change, the Client may cancel under Section 5 before the change takes effect.
5. Cancellation
5.1 How to cancel. The Client may cancel by giving the Company written notice, including by email to seth@willisonhq.com, or by using any self-service cancellation method the Company provides.
5.2 When cancellation takes effect. For monthly plans, cancellation takes effect at the end of the then-current monthly billing cycle, and the Service continues until then. For commitment plans, cancellation takes effect at the end of the committed term, unless the Parties agree otherwise in writing.
5.3 No refunds. All fees are non-refundable, including for partial billing periods or unused Service.
5.4 Effect of cancellation. On the effective date of cancellation, the Client's right to use the Service ends. The Company will handle the Client's phone number and data as described in Section 7.
6. Client Responsibilities
6.1 The Client agrees to:
- (a) provide accurate and complete information for setup and keep it current, including its legal business name, services, service area, business hours, and escalation contact;
- (b) route its calls to the assigned number as described in Section 2.2, and maintain accurate calendar availability;
- (c) use the Service only for lawful business purposes and in compliance with applicable laws;
- (d) be responsible for the conduct of its own business and employees and for its handling of the leads and appointments generated through the Service;
- (e) not resell, sublicense, or make the Service available to any third party, except to the Client's own callers in the ordinary course of the Client's business; and
- (f) not attempt to copy, reverse engineer, interfere with, or misuse the Service.
7. Call Recording, Data, and Privacy
7.1 Recording and analysis. To provide the Service, the Service records, transcribes, and analyzes calls placed to the Client's assigned number, and stores related data such as caller information, call summaries, and booking details.
7.2 Client consent. The Client consents to the recording, transcription, and analysis of calls placed to the Client's assigned number for the purpose of providing the Service.
7.3 Caller notice and consent. As a default, the Service provides an automated disclosure at the start of calls informing callers that they are speaking with an automated assistant and that the call is recorded. The Client controls its telephone line and its relationship with its callers. Because the laws of some U.S. states require that all parties to a call consent to being recorded, and the stricter law generally applies when a caller is located in such a state, the Client agrees to keep the automated disclosure enabled and is responsible for providing any further notice to, and obtaining any further consent from, its callers that applicable law requires for the recording and analysis of calls.
7.4 Ownership of data. As between the Parties, the Client owns the Client's business data and the caller and customer data collected through the Service for the Client. The Company owns the Service and all data and materials it uses to operate and provide the Service.
7.5 Use of data. The Company processes the Client's data only to provide, maintain, secure, and support the Service for the Client, including to generate the Client's call summaries, reports, and analytics. The Company does not use the content of the Client's calls to train or improve its AI models or to develop other products or services.
7.6 Security. The Company will use commercially reasonable measures to protect the Client's data. No method of transmission or storage is completely secure, and the Company does not guarantee absolute security.
7.7 Return and deletion. Following cancellation, the Company will retain the Client's data for ninety (90) days in case the Client returns, and will then delete it, except for de-identified or aggregated data and any records the Company must keep by law. On request during that period, the Company will make available, or assist the Client in obtaining, the Client's appointment data.
8. Intellectual Property
8.1 Company ownership. The Company owns and retains all rights in the Service, including the underlying software, the AI assistant, prompts, configurations, and all related technology and materials, and all improvements to them. No rights are granted to the Client except the limited license in Section 8.2.
8.2 License to the Client. During the term, the Company grants the Client a limited, non-exclusive, non-transferable, revocable license to use the Service for the Client's internal business purposes, subject to this Agreement.
8.3 Client data. The Company claims no ownership of the Client's data and content and uses it only as described in this Agreement.
8.4 Feedback. If the Client provides suggestions or feedback about the Service, the Company may use them without restriction or obligation.
9. Confidentiality
9.1 Each Party may receive non-public information of the other that is marked or reasonably understood to be confidential ("Confidential Information"). Each Party will use the other's Confidential Information only to perform under this Agreement and will protect it using at least reasonable care.
9.2 Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party, is independently developed, or is rightfully received from a third party. A Party may disclose Confidential Information if required by law, after giving reasonable notice where permitted.
10. Warranties and Disclaimers
10.1 Mutual authority. Each Party represents that it has the authority to enter into this Agreement.
10.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY PROVIDES THE SERVICE USING COMMERCIALLY REASONABLE EFFORTS BUT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT IT WILL ANSWER OR CORRECTLY HANDLE EVERY CALL, OR THAT IT WILL PRODUCE ANY PARTICULAR CALL VOLUME, NUMBER OF BOOKINGS, OR AMOUNT OF REVENUE. THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. THE COMPANY IS NOT RESPONSIBLE FOR FAILURES, DELAYS, OR MESSAGE-FILTERING CAUSED BY THIRD-PARTY PLATFORMS OR WIRELESS CARRIERS.
11. Limitation of Liability
11.1 Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST JOBS OR CUSTOMERS, OR LOST OR CORRUPTED DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES THE CLIENT PAID TO THE COMPANY DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.
11.3 Exceptions. The limits in Sections 11.1 and 11.2 do not apply to:
- (a) the Client's obligation to pay fees;
- (b) either Party's indemnification obligations;
- (c) a Party's breach of its confidentiality obligations;
- (d) amounts arising from a Party's gross negligence, willful misconduct, or fraud; or
- (e) liabilities that cannot be limited under applicable law.
11.4 Basis of the bargain. The Parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of this Agreement.
12. Indemnification
12.1 By the Client. The Client will defend, indemnify, and hold harmless the Company and its members, officers, and agents from and against any third-party claims, and resulting losses, damages, and reasonable costs and attorneys' fees, arising out of or relating to:
- (a) the Client's use of the Service;
- (b) the Client's data or business;
- (c) the Client's failure to provide any caller notice or obtain any caller consent required by law for the recording or analysis of calls;
- (d) the Client's violation of any law; or
- (e) the Client's breach of this Agreement.
12.2 By the Company. The Company will defend, indemnify, and hold harmless the Client from and against third-party claims that the Service, as provided by the Company and used in accordance with this Agreement, infringes that third party's intellectual-property rights, and resulting losses finally awarded. This does not apply to claims arising from the Client's data, the Client's combination of the Service with other products, or the Client's misuse of the Service.
12.3 Procedure. The Party seeking indemnification will promptly notify the other of the claim, allow the indemnifying Party to control the defense and settlement (provided no settlement imposes any obligation on the indemnified Party without its consent), and reasonably cooperate.
13. Suspension and Termination for Cause
13.1 Either Party may terminate this Agreement if the other materially breaches it and does not cure the breach within ten (10) days after written notice.
13.2 The Company may suspend or terminate the Service immediately if the Client fails to pay when due, misuses the Service, or uses it in a way that creates a legal or security risk to the Company or others.
13.3 On termination, the licenses granted end, and the provisions that by their nature should survive (including Sections 4 for amounts owed, 7, 8, 9, 10, 11, 12, 14, and 15) survive.
14. Governing Law and Disputes
14.1 This Agreement is governed by the laws of the State of Ohio, without regard to its conflict-of-laws rules.
14.2 The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Stark County, Ohio, for any dispute not otherwise resolved, except that either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
14.3 TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.
14.4 Before filing any action, the Parties will attempt in good faith to resolve the dispute informally for thirty (30) days after written notice of the dispute.
15. Changes to this Agreement
15.1 The Company may update this Agreement from time to time. The Company will post the updated Agreement or otherwise notify the Client and will provide reasonable advance notice of material changes. Changes take effect at the start of the Client's next billing cycle after notice, or on the date stated in the notice.
15.2 By continuing to use the Service after a change takes effect, the Client agrees to the updated Agreement. If the Client does not agree, the Client may cancel under Section 5 before the change takes effect.
16. General
16.1 Entire agreement. This Agreement, together with the plan and fees shown to the Client at checkout, is the entire agreement between the Parties about the Service and replaces any prior or contemporaneous understandings.
16.2 Assignment. The Client may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
16.3 Independent contractors. The Parties are independent contractors. This Agreement does not create any partnership, joint venture, employment, or agency relationship.
16.4 No third-party beneficiaries. This Agreement is for the benefit of the Parties only.
16.5 Severability. If any provision is held unenforceable, the rest of the Agreement remains in effect, and the unenforceable provision will be enforced to the maximum extent permitted.
16.6 Waiver. A Party's failure to enforce a provision is not a waiver of its right to enforce it later.
16.7 Force majeure. Neither Party is liable for any failure or delay caused by events beyond its reasonable control, including outages of third-party platforms or carriers, internet failures, acts of God, or government action. This does not excuse the Client's payment obligations for Service actually provided.
16.8 Notices. Notices to the Company go to seth@willisonhq.com. Notices to the Client go to the email the Client provided. Notices are effective when sent, absent indication of delivery failure.
16.9 Headings. Headings are for convenience only and do not affect interpretation.
17. Electronic Acceptance
17.1 By checking the box indicating agreement to this Agreement and completing payment, or by otherwise using the Service, the Client agrees to this Agreement.
17.2 The Client agrees that this electronic acceptance is a legally binding signature, has the same effect as a handwritten signature, and is governed by the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Ohio Uniform Electronic Transactions Act. The person accepting represents that they are authorized to bind the Client.
The Service is ordinarily accepted electronically at checkout, as described in Section 17. Clients who prefer to sign manually may request a signature copy from seth@willisonhq.com.
Questions
Questions about this Agreement can be sent to:
Willison HQ LLC
Email: support@willisonhq.com
Direct: seth@willisonhq.com
State of formation: Ohio