Client Service Agreement

This Client Service Agreement (the "Agreement") is between Alterwyn LLC and the Client. It explains what Alterwyn will do, what the Client will do, and how billing, cancellation, and data work. Each of us is a "party." The Client may sign a copy of this Agreement, or accept it online at checkout and complete Alterwyn's onboarding form (Section 13.10).

The parties

Service provider: Alterwyn LLC, a Utah limited liability company (Utah entity no. 14752143-0160), Farmington, Utah. gabe@alterwyn.com · (801) 658-9356 · www.alterwyn.com

Client: the business named on the signed copy of this Agreement or on Alterwyn's onboarding form, including its legal name, entity type and state, address, email for notices, and phone.

Effective Date: the date written on the signed copy (if left blank, the date the last party signs), or for online acceptance, the checkout date (Section 13.10).

Plans and pricing

Only the setup fee is charged at signup. Monthly billing starts on the later of 30 days after signup or the day the Client's texting is live (Section 4.1). Plan features are listed in Schedule A. If the founding client offer applies (first 10 clients only), founding prices replace the regular plan prices (Section 4.8). Optional add-ons are listed in Schedule B.

Included usage: Each plan includes a monthly allowance of text messages and call minutes (Schedule A). Usage above the allowance is billed at actual cost, with no added Alterwyn markup and with notice first (Section 4.3). The Client confirms Alterwyn explained the included usage allowance and overage rule before signup, by initialing the signed copy or on the onboarding form.

1. Services

1.1 Alterwyn will set up, run, and maintain the marketing automation services for the plan and any add-ons the Client selects, as described in Schedules A and B (the "Services"). The Services are fully managed: Alterwyn does the setup and upkeep for the Client.

1.2 Setup includes configuring the system, setting up the business phone number and texting, and completing carrier texting registration (A2P 10DLC) on the Client's behalf. Before texting goes live, Alterwyn will test the setup, including a test missed call and text-back, a check of any booking links included in the Client's plan or add-ons, and a check that opt-out (STOP) replies are handled. Alterwyn will also give the Client a short go-live walkthrough, by phone or video call, showing how the Services work. This testing checks that the setup works at go-live; it is not a promise of results, uptime, or uninterrupted delivery (Sections 10 and 11). If the Client does not schedule the walkthrough, that does not delay go-live or the billing start (Section 4.1).

1.3 The Services are built on third-party software, phone, and messaging platforms that Alterwyn selects and may change from time to time, as long as the Services stay substantially the same.

1.4 Changing plans: the Client may upgrade or downgrade by email. Any added setup fee (the difference between the two plans' setup fees) and the new monthly fee apply from the next billing date unless we agree otherwise in writing. However, a founding client moving from Essential to Growth pays no setup-fee difference.

1.5 Carrier registration authorization. The Client authorizes Alterwyn to register the Client's business for business texting (A2P 10DLC), in the Client's legal business name, as a "brand," and to register the Client's texting "campaigns," with The Campaign Registry, phone carriers, and Alterwyn's phone and messaging providers. For this limited purpose, Alterwyn acts as the Client's authorized agent and may submit, update, and answer questions about the Client's registration, and may share the Client's business information for it (including its legal name, EIN, address, website, contact person, message types, sample messages, and how customers opt in). The registration belongs to the Client's business. The Client will review its registration details before Alterwyn submits them, respond promptly to any verification request (such as an email or text code) sent to its contact person, and tell Alterwyn right away if any of that information changes. The person signing or accepting this Agreement confirms that they are authorized to give this authorization for the Client.

2. Client Responsibilities

2.1 To get started and keep the Services working, the Client will:

• give Alterwyn timely access to the accounts, phone numbers, websites, and tools needed for setup;
• provide accurate business information (legal name, EIN, address, website, and contact details) for setup and carrier registration;
• keep its contact, billing, and notification information accurate and up to date;
• review and approve messages, A2P 10DLC registration details, and other items promptly when asked;
• keep, on its business website, a privacy policy and SMS (text messaging) terms that meet carrier requirements for texting registration (A2P 10DLC). For example, the privacy policy must say that mobile numbers and texting opt-in data are not sold or shared with third parties for marketing, and the SMS terms must describe the types of messages, how often they are sent, that "Msg & data rates may apply," and how to opt out (reply STOP) and get help (reply HELP). Alterwyn may provide template wording, but the Client is responsible for the content. If the Client does not have a website, it may order Alterwyn's Starter website add-on (Schedule B); and
• respond to Alterwyn's reasonable questions in a timely way.

2.2 The Client confirms that the information it provides is true and that it is authorized to share it. Delays caused by missing access, information, or approvals may delay launch. Carriers decide whether to approve registration; Alterwyn cannot guarantee approval or timing.

2.3 Eligible businesses. For now, Alterwyn works only with businesses that have a federal Employer Identification Number (EIN). Alterwyn does not accept sole proprietors without an EIN. Alterwyn also does not accept businesses that sell age-restricted products (such as alcohol, vape or tobacco products, cannabis or CBD, or firearms) or businesses in lending or debt collection. The Client confirms that it meets these requirements and will tell Alterwyn right away if that changes. If the Client does not meet them, Alterwyn may decline to start or may end the Services by written notice.

3. Term and Cancellation

3.1 Month to month. This Agreement starts on the Effective Date and renews automatically each month. There is no long-term contract.

3.2 Cancellation. Either party may cancel for any reason with 30 days' written notice. Email is fine (Client to gabe@alterwyn.com; Alterwyn to the Client's notice email). Services and billing continue through the end of the notice period. Fees already paid are not prorated or refunded. Early cancellation: if the Client cancels in writing within the first 30 days after signup, or at any time before monthly billing starts (Section 4.1), the 30-day notice period does not apply. The Services end when Alterwyn receives the notice, and no monthly fee is charged. The setup fee is not refunded, except as stated in Section 4.2 (cancellation before setup work begins, or a texting registration that is never approved).

3.3 Immediate termination. Either party may end this Agreement right away by written notice if the other party seriously breaches it and does not fix the breach within 10 days after notice. Alterwyn may also suspend or end Services right away if the Client's messaging or calling practices risk violating law, carrier rules, or a provider's policies.

4. Fees, Billing, and Payment

4.1 Fees and billing start. The Client will pay the monthly fee and one-time setup fee for the plan selected, plus any add-ons. This billing schedule applies to every plan, including founding prices: the setup fee is charged at signup, and monthly billing starts on the later of (a) 30 days after signup or (b) the day the Client's texting is live, and then renews on that same day each month. Monthly add-ons start billing when monthly billing starts. Texting is "live" when the carriers have approved the Client's texting registration (A2P 10DLC) and the Client's business number can send texts through the Services. One-time add-on fees are charged when the add-on is ordered. Only delays caused by the carriers or by Alterwyn push the billing start past 30 days. If texting is not live by then because of a delay the Client causes (such as slow access or wrong business information), monthly billing starts 30 days after signup anyway, except as stated in Section 4.2 if the Client's registration is never approved.

4.2 Setup fee. The setup fee is non-refundable once Alterwyn begins setup work. If the Client cancels in writing before setup work begins, Alterwyn will refund the setup fee; otherwise it is not refunded, including on an early cancellation under Section 3.2. The setup fee covers the one-time third-party carrier registration (A2P 10DLC) fees for the Client's initial registration, and the monthly fee covers recurring carrier registration fees. If re-registration is needed because the Client's business information changes or was inaccurate, Alterwyn will pass those carrier fees through at cost, with notice first.

Registration never approved. If the carriers reject the Client's texting registration (A2P 10DLC) and it is still not approved 60 days after signup, even after Alterwyn has made reasonable efforts to correct and resubmit it, either party may cancel this Agreement by written notice. The cancellation takes effect when the notice is received, and the 30-day notice period in Section 3.2 does not apply. What happens to fees depends on the reason the carriers give for the rejection:

• (a) Client's business type or information. If the rejection is because of the Client's type of business or because information the Client provided was inaccurate or incomplete, no monthly fee is charged (and any monthly fee already charged under Section 4.1 is refunded), and the setup fee is not refunded.
• (b) Any other reason. If the rejection is for any other reason, no monthly fee is charged (and any monthly fee already charged is refunded), and Alterwyn will refund all of the setup fee, minus any third-party carrier registration fees Alterwyn has already paid for the Client.

4.3 Included usage and fair use. Text messages and call minutes are included in the monthly fee, up to the monthly allowance for the Client's plan listed in Schedule A.

• Overage at actual cost. Usage above the allowance is billed at actual cost. "Actual cost" means exactly what Alterwyn's phone and text providers charge Alterwyn for that usage, including their fees, with nothing added by Alterwyn.
• Notice first. Alterwyn will email the Client when usage reaches about 80% of the allowance and again if it goes over. Before charging any overage, Alterwyn will send an itemized notice at least 5 days in advance. The Client may ask to upgrade or reduce sending at any time.
• No rollover. Unused allowance does not carry over to the next month.
• Fair use. If usage looks abusive, like spam, or far above normal for the Client's business, Alterwyn may pause campaign sending (such as follow-up sequences, review requests, and reactivation campaigns) after notifying the Client where practical. Missed-call text back and lead notifications keep running during a fair-use pause.

4.4 Auto-billing. Payments are processed by Stripe. By signing or accepting at checkout, the Client authorizes Alterwyn to charge the card or payment method on file each month for the monthly fee, add-ons, and any overage charges until this Agreement ends. Alterwyn does not store full card details.

• Billing disputes and chargebacks. Charges made under this Agreement are authorized by the Client. If the Client has a question or problem with any charge, it will contact Alterwyn first (gabe@alterwyn.com) and give Alterwyn a reasonable chance to resolve it before disputing the charge with its bank or card issuer.

4.5 Failed payments. If a payment fails, Alterwyn will notify the Client by email. If payment is not made within 7 days after that notice, Alterwyn may pause the Services until the balance is paid. Paused Services may stop answering missed calls or sending messages. If the balance remains unpaid 30 days after the notice, Alterwyn may end this Agreement.

4.6 Price changes. Alterwyn may change its prices with at least 30 days' written notice by email. The Client may cancel before the new price takes effect. A founding client's locked plan price is not raised while it stays eligible under Section 4.8.

4.7 Taxes. Fees do not include taxes. The Client is responsible for any sales or similar taxes that apply, other than taxes on Alterwyn's income.

4.8 Founding client offer. If the founding client offer applies, these rules apply:

• Who qualifies. The offer is limited to Alterwyn's first 10 clients, as confirmed by Alterwyn.
• Founding prices. Founding clients get $50 off both the regular monthly fee and the regular setup fee. Essential is $99 per month plus a $199 setup fee. Growth is $199 per month plus a $299 setup fee. The founding setup fee is charged at signup, and monthly billing starts on the later of 30 days after signup or the day the Client's texting is live, the same as all plans (Section 4.1).
• Price lock. The founding monthly plan price is locked while the Client stays continuously subscribed.
• When it ends. The founding price ends if this Agreement is canceled or terminated for any reason. If the Client later re-subscribes, regular prices apply.
• Plan changes. If a founding client switches plans in either direction (upgrade or downgrade), it moves to the founding price for the new plan ($99 per month for Essential or $199 per month for Growth), and the price lock continues.
• Add-ons. Founding prices apply to plan fees only. Add-ons are always billed at the full prices in Schedule B.

4.9 Add-ons. The Client may add optional features listed in Schedule B, either on the signed copy of this Agreement, on Alterwyn's onboarding form (Section 13.10), in a written order form, or by email confirmation. Add-ons are billed monthly (or once, if marked one-time) to the same payment method, under the same terms as the plan, and either party may remove an add-on with 30 days' written notice. One-time add-on fees are non-refundable once Alterwyn begins the work. Some add-ons are available only on certain plans, as shown in Schedule B. Features already included in the Client's plan are not charged separately.

5. Texting and Calling Compliance

5.1 The Client is responsible for how its business contacts people through the Services. The Client will follow all laws and rules that apply to calls and texts, including the Telephone Consumer Protection Act (TCPA), CTIA messaging guidelines, A2P 10DLC carrier rules, and state laws (including Utah's).

5.2 In particular, the Client will:

• only text or call people who have given the consent that the law and carrier rules require;
• use missed-call text back only as an informational reply to the caller's own inquiry: one automatic reply text to the number that just called the Client's business, which identifies the Client's business, contains no marketing or promotion, and includes opt-out language (such as "Reply STOP to opt out"). If the caller texts back, the Client may continue that conversation normally, but may not add the caller to follow-up, review, or marketing messages without the consent required below;
• before turning on follow-up texts, review requests, appointment reminders sent outside a caller's own booking, or customer reactivation or other marketing campaigns, have each recipient's consent for that type of text, and confirm this to Alterwyn in writing (email or the onboarding form is fine);
• get the consent the law requires (including express written consent where required) before sending marketing messages, such as reactivation campaigns, review requests, or promotions;
• keep records of each person's consent (such as when and how it was given, the phone number, and the wording the person agreed to), and give Alterwyn a copy within 5 business days if Alterwyn, a carrier, or a provider asks;
• honor STOP and other opt-out requests right away, keep a record of opt-outs, and never re-contact or re-add people who opted out;
• give any notice or get any consent the law requires before calls are recorded;
• not send cold texts or unsolicited marketing messages; and
• not upload or message any purchased, rented, shared, or scraped contact lists, or contacts collected by another business.

5.3 Alterwyn's sending safeguards. To protect the Client's texting registration and Alterwyn's:

• Business name. The first text sent to each contact through the Services will include the Client's business name. For later texts, Alterwyn will set up the Services so automated texts include the Client's business name.
• Client-directed sending; vetted contacts only. The Client directs and approves each campaign and each contact list. Alterwyn uploads contacts and sends messages only at the Client's instruction, as the Client's service provider. The Client is the sender of all messages sent through the Services, and they are sent in the Client's business name. Except for missed-call text back replies under Section 5.2, Alterwyn will only upload or text contacts that the Client has confirmed in writing gave the required consent for the type of text being sent. Alterwyn may refuse to upload or text any contact or list, or pause sending, if the Client cannot confirm consent, cannot provide consent records when asked, or if a list appears to be purchased, rented, shared, scraped, or out of date.
• Opt-outs. The Services are set up to honor STOP and similar opt-out replies automatically. Alterwyn will not knowingly re-add or text anyone who has opted out.

5.4 Alterwyn sets up standard opt-out handling, but the Client is responsible for the contacts and lists it provides or approves, the consent it collects, and the content it approves.

5.5 Indemnity. The Client will defend, indemnify, and hold harmless Alterwyn LLC and its owner, members, and contractors from any claims, fines, penalties, carrier fees, damages, and reasonable attorneys' fees caused by the Client's violation of this Section 5 or of any law.

6. Client Data and Privacy

6.1 Client owns its data. The Client owns its customer data, including contacts, leads, messages, and call records collected through the Services ("Client Data").

6.2 Limited use. Alterwyn will use Client Data only to provide, support, and improve the Services for the Client, or as required by law. Alterwyn will not sell Client Data.

6.3 Security. Alterwyn will use reasonable measures to protect Client Data. Client Data is stored on third-party platforms, which have their own security practices.

7. When the Agreement Ends

7.1 Data export. On request made within 30 days after the Agreement ends, Alterwyn will provide an export of the Client's contacts and leads in a standard format (such as CSV) and, if the Client has the Starter website add-on, a copy of its website text and images (Schedule B). After that window, Alterwyn may delete Client Data, except where it must keep records by law.

7.2 Phone number. If the Client asks within the same 30-day window, Alterwyn will help release or port the Client's business texting/phone number to the Client or its new provider, where the provider allows it. Any provider porting fees are the Client's responsibility. Numbers not ported within the window may be released.

7.3 Final amounts. The Client will pay any fees and overage charges owed through the end date. After that, the Client's access to the Services and Alterwyn's templates and automations ends.

8. Intellectual Property

8.1 Alterwyn keeps all rights to its templates, workflows, automations, message scripts, processes, and know-how, including anything it creates or improves while providing the Services ("Alterwyn Materials"). Client Data is not Alterwyn Materials.

8.2 During the term, Alterwyn gives the Client a limited, non-exclusive, non-transferable license to use the Alterwyn Materials only as part of the Services. The Client will not copy, resell, or share them outside its business.

8.3 The Client keeps ownership of its own logo, brand, and content, and allows Alterwyn to use them only to provide the Services.

9. Confidentiality

9.1 Each party will keep the other's non-public business information confidential and use it only for this Agreement. This does not apply to information that is public, already known, independently developed, that must be disclosed by law, or that the Client authorizes Alterwyn to share for carrier texting registration under Section 1.5. This duty continues after the Agreement ends.

10. No Guaranteed Results; Third-Party Platforms

10.1 No guarantees. Alterwyn works to help the Client capture more opportunities, but does not guarantee specific results, revenue, leads, bookings, reviews, or rankings. Results depend on many factors outside Alterwyn's control.

10.2 Third parties. The Services depend on third-party software, phone carriers, messaging providers, and platforms. Their availability, pricing, policies, and approvals are outside Alterwyn's control. Alterwyn is not responsible for their outages, delays, undelivered messages, or changes, but will work in good faith to fix or work around problems.

11. Disclaimer of Warranties

11.1 Except as stated in this Agreement, the Services are provided "as is" and "as available." To the extent allowed by law, Alterwyn disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Alterwyn does not promise the Services will be uninterrupted or error-free.

12. Limitation of Liability

12.1 To the extent allowed by law, Alterwyn's total liability for all claims related to this Agreement is limited to the fees the Client paid Alterwyn in the 3 months before the event giving rise to the claim.

12.2 Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or business opportunities, even if warned they might occur.

12.3 These limits do not apply to the Client's payment obligations or its indemnity obligations in Section 5.

13. General Terms

13.1 Independent contractor. Alterwyn is an independent contractor. Neither party is the other's employee, partner, or agent, except that Alterwyn acts as the Client's limited agent for carrier texting registration under Section 1.5 and sends messages at the Client's instruction as its service provider under Section 5.3.

13.2 Governing law and venue. Utah law governs this Agreement, without regard to conflict-of-law rules. Any lawsuit must be brought only in the state courts located in Davis County, Utah, and both parties consent to those courts.

13.3 Entire agreement. This Agreement, including Schedules A and B and any onboarding form the Client completes (Section 13.10), is the entire agreement between the parties about the Services. It replaces earlier discussions and proposals. Website descriptions are for general information only.

13.4 Changes. Alterwyn may update this Agreement by giving the Client at least 30 days' notice by email. The Client may cancel before the update takes effect. If the Client keeps using the Services after that date, the Client accepts the updated Agreement. An update cannot change a founding client's locked price under Section 4.8. Price changes follow Section 4.6. Any other change must be in writing and accepted by both parties (email is fine).

13.5 Assignment. The Client may not transfer this Agreement without Alterwyn's written consent. Alterwyn may transfer it to a successor of its business with notice to the Client.

13.6 Severability. If any part of this Agreement is found unenforceable, the rest stays in effect.

13.7 Notices. Notices must be in writing and may be sent by email to the addresses in this Agreement (Alterwyn: gabe@alterwyn.com). A party may update its notice address by email.

13.8 Survival. Sections on fees owed, compliance and indemnity, data, intellectual property, confidentiality, disclaimers, liability limits, and general terms survive after the Agreement ends.

13.9 Electronic signatures and counterparts. This Agreement may be signed electronically and in counterparts. Electronic signatures and copies are as valid as originals.

13.10 Online acceptance and onboarding form. This Agreement is posted at www.alterwyn.com/client-agreement. The Client may accept it by checking the "I agree to the terms" box at Stripe checkout, which links to this Agreement. Online acceptance counts as the Client's signature. The Effective Date is the checkout date, and the business name, phone, and billing address entered at checkout are the Client's details for this Agreement. Because Stripe checkout cannot capture plan selections or initials, the Client's plan, any founding client offer, add-ons, legal business name, EIN, and acknowledgment of the included usage allowance and overage rule are collected on Alterwyn's onboarding form. The onboarding form is part of this Agreement, and the Client confirms that the information on it is true. If the business name entered at checkout differs from the legal business name on the onboarding form, the onboarding form controls.

13.11 Events outside a party's control. Neither party is responsible for a delay or failure caused by events outside its reasonable control, such as carrier or platform outages or policy changes, internet or power failures, natural disasters, government action, or similar events. The affected party will notify the other and work to resume as quickly as it reasonably can. This does not excuse the Client's payment obligations for Services already provided. If such an event stops the Services for more than 30 days, either party may cancel this Agreement by written notice.

Schedule A: Plan Features

Every plan includes setup by Alterwyn, carrier texting registration (A2P 10DLC), and ongoing maintenance and support. Plans renew monthly with no long-term contract. Founding prices are in Section 4.8.

Essential: $149/month + $249 setup

• Missed-call text back
• Lead capture into a sales pipeline
• Owner alerts for new leads
• Basic CRM
• Monitoring, maintenance, and support
• Included monthly usage: 750 text message segments and 500 call minutes

Growth (Most Popular): $249/month + $349 setup. Everything in Essential, plus:

• Automated follow-up texts
• Google review requests
• Online booking with appointment reminders
• Monthly report
• One message template tune-up per month
• Included monthly usage: 2,000 text message segments and 1,000 call minutes

Usage terms. A text message segment is up to 160 standard characters (70 if it has emoji or special characters); longer texts and picture messages count as more than one segment. Call minutes include inbound, forwarded, and outbound calls through the Alterwyn number. Usage above the allowance is billed at actual cost (as defined in Section 4.3), with no added Alterwyn markup, and only after notice. Unused allowance does not roll over.

Not included in any plan: customer reactivation campaigns and monthly review calls (reactivation is available as an add-on in Schedule B); other add-ons (Schedule B); usage above the monthly allowance (billed at actual cost); paid advertising spend; website design (except the Starter website add-on in Schedule B); and custom work outside the plan, unless agreed in writing.

Schedule B: Optional Add-Ons

Add-ons are ordered under Section 4.9. Prices are per month unless marked one-time. Add-ons are always billed at full price; founding discounts do not apply (Section 4.8). Add-ons marked "Essential only" are already included in the Growth plan.

Starter website terms. These terms apply if the Client orders the Starter website add-on:

• Build. The Client provides its logo, photos, and basic business information, and Alterwyn writes simple page text from it. Extra pages or custom design are quoted separately.
• Maintenance ($19/mo). Covers hosting and security (SSL) on the Client's domain; small updates such as hours, prices, photos, or text (up to about 30 minutes per month, usually done within 3 business days of the request); and keeping the privacy policy and SMS terms pages current. Redesigns and new pages are not included.
• Billing. The website is available only with an active Essential or Growth plan. The $499 build fee is charged when ordered and is non-refundable once Alterwyn begins the work (Section 4.9). The $19 monthly fee starts when monthly billing starts (Section 4.1), or when the site is published if ordered later. Founding discounts do not apply (Section 4.8).
• Content and domain. The Client owns its website content and its domain name, and pays for its domain. Alterwyn can help register a domain at the Client's cost.
• When the Agreement or the website add-on ends. If the Client removes only the Starter website add-on (Section 4.9), the same rules apply from the date it ends. On request within the 30-day window in Section 7.1, Alterwyn will provide a copy of the Client's website text and images. The website itself is hosted on Alterwyn's platform, cannot be transferred, and is taken down when the Agreement or the add-on ends.

Questions

Questions about this Agreement, or want a copy to sign? Email gabe@alterwyn.com or call (801) 658-9356.