Terms of Service

1.1 Agreement

These Terms of Service ("Terms") govern any agreement between [PIINS legal entity name / DBA of the New Mexico LLC] ("PIINS," "we," "us") and the business entering an order form or statement of work referencing these Terms ("Client," "you"). By signing an order form, submitting payment, or using the Services, Client agrees to these Terms.

1.2 Services

PIINS provides the following services, as selected on Client's order form, each defined exactly as catalogued and priced in PIINS's then-current rate card:

• PIINS Capture — installation and ongoing operation of an automated inquiry-response and appointment-booking system across Client's telephone lines, web forms, and connected messaging channels, including qualification, calendar booking, no-show recovery sequencing, and quarterly reactivation campaigns against Client's existing customer records where Client has supplied one.
• PIINS Territory — a lease of exclusive customer call traffic generated by a PIINS-owned local marketing asset in Client's stated trade and geographic territory, for the exclusive use of one Client per territory for the term of the lease.
• PIINS Reactivate — a single time-boxed outreach campaign to a customer list supplied by Client, subject to Section 1.7 (Consent for Reactivation Campaigns).
• PIINS Group — PIINS Capture licensed across multiple Client locations under a single master agreement, subject to the pilot-first sequencing described in Client's order form.

1.3 Fees & Payment

Fees are as stated on Client's order form and match PIINS's then-current published rate card at the time of signing. Setup fees are due on signing and are non-refundable once onboarding work has begun. Monthly fees are billed in advance via the payment method on file; failed payments may result in suspension of Services after five (5) business days' notice. Any performance-based component (Section 1.6) is billed in arrears, quarterly, accompanied by an attribution report.

1.4 Term & Termination

The initial term for PIINS Capture and PIINS Territory is three (3) months from the service start date, converting to a month-to-month term thereafter unless either party gives thirty (30) days' written notice. PIINS Reactivate is a single-campaign engagement with no recurring term. PIINS may suspend or terminate Services immediately for non-payment, for Client's breach of Section 1.7 (Consent for Reactivation Campaigns), or for use of the Services in a manner that violates applicable law.

1.5 Performance Commitments (the Guarantees)

PIINS makes the following performance commitments, and no others. These commitments are conditioned on Client providing accurate service-area, pricing, and availability information during onboarding, and on Client responding to booked appointments in the ordinary course of its business.

(a) PIINS Capture — 30-Day Commitment. If a Client on the standard or founding PIINS Capture plan receives fewer than fifteen (15) documented booked appointments in the first full calendar month following system calibration, PIINS will provide the following calendar month of the base monthly fee at no charge. "Documented" means logged in PIINS's operating system with a timestamp and, where the inquiry arrived by phone, a recording. This commitment applies once per Client and does not apply to months during which Client requested a pause, made material changes to pricing or service area, or was in breach of these Terms.

(b) PIINS Territory — First-Month Call Commitment. If a Territory lease produces fewer than ten (10) documented qualified calls in Client's first full calendar month of the lease, PIINS will provide that month at no charge. "Qualified" means a caller within the leased trade and geographic territory presenting a genuine service inquiry; misdialed numbers, solicitation calls, and calls originating outside the leased territory do not count toward or against this threshold, and any dispute is resolved by reference to the call recording.

(c) No other guarantee. PIINS does not guarantee any specific revenue outcome, close rate, or return on investment. The commitments above are the entirety of PIINS's performance obligations beyond delivering the Services as described.

1.6 Performance-Based Fee Component

Where Client's order form specifies the standard PIINS Capture plan, a performance component applies in addition to the base monthly fee, calculated as either:

(a) ten percent (10%) of revenue PIINS can attribute, via a unique campaign identifier assigned to each PIINS Reactivate outreach, to a booking that converts to completed, invoiced work by Client — invoiced quarterly with a written attribution report showing each attributed booking, capped at four thousand five hundred dollars ($4,500) per quarter; or

(b) for Clients without a usable historical customer database at onboarding, twenty dollars ($20) per documented booked appointment in excess of Client's calibrated 60-day baseline booking volume, capped at five hundred dollars ($500) per month.

Client elects one structure at signing; the election may not be changed during the initial term.

1.7 Consent for Reactivation Campaigns

Client represents that any customer list it supplies for a PIINS Reactivate campaign consists of individuals who have not opted out of communication from Client and for whom Client has a lawful basis to be contacted, and Client will provide PIINS with a signed consent record covering that list before any campaign begins. PIINS will not run outreach against a list lacking this record. Client indemnifies PIINS against any claim arising from Client's misrepresentation under this Section.

1.8 Client Responsibilities

Client will provide accurate information about its services, pricing, and service area; respond to booked appointments in the ordinary course of business; and promptly flag any inaccuracy in the system's qualification logic so it can be corrected. Delays or losses attributable to Client's failure to meet these responsibilities are not counted against the commitments in Section 1.5.

1.9 Intellectual Property

PIINS retains all right, title, and interest in its software, workflows, playbooks, and system configurations. Client retains all right, title, and interest in its own customer data, brand assets, and business information. Call recordings and appointment data generated through the Services are Client's business records, made available to Client on reasonable request and for the term of the engagement plus [retention period — Section 9].

1.10 Confidentiality

Each party will hold the other's non-public business information in confidence and use it only to perform this agreement, for the term of the engagement and [survival period — Section 9] thereafter.

1.11 Limitation of Liability

To the maximum extent permitted by law, PIINS's aggregate liability arising from these Terms will not exceed the fees paid by Client in the three (3) months preceding the claim. Neither party is liable for indirect, incidental, or consequential damages. Nothing in this Section limits either party's liability for gross negligence, willful misconduct, or Client's indemnification obligation under Section 1.7.

1.12 Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of New Mexico, without regard to conflict-of-laws principles. Any dispute will be resolved in the state or federal courts located in New Mexico, and each party consents to that venue. [Section 9 flags whether binding arbitration should replace litigation — a drafting choice for counsel, not decided here.]

1.13 Force Majeure · Entire Agreement · Changes

Neither party is liable for delay caused by events beyond its reasonable control. These Terms, together with Client's order form, are the entire agreement between the parties and supersede prior discussions. PIINS may update these Terms with thirty (30) days' notice for changes affecting active Clients; continued use after that period constitutes acceptance.