Terms of Service

DRAFT — generated starting point, NOT legal advice. Must be reviewed and finalized by qualified counsel before use. Reflects the planning corpus as of 2026-06; verify all statutory references.

> How to use this draft. This is a counsel-ready *skeleton* generated from the LocksmithTalk planning

> corpus (docs/reference/compliance-and-legal.md §6.3, docs/reference/billing-and-monetization.md,

> docs/reference/business-and-tax-compliance.md, docs/process/open-decisions-brief.md). Every bracketed

> [PLACEHOLDER] and every clause marked [COUNSEL] must be completed/reviewed by a licensed attorney for

> the operating jurisdiction(s) before this is shown to any customer. Cross-references to product mechanics

> (wallet forfeiture, grace window, number release, $0-wallet stop) are included so the legal text and the

> product cannot drift apart — if a mechanic changes in the canon, update this draft.

Effective date: [PLACEHOLDER — date]

Last updated: 2026-06-30 (draft)

Operator: [PLACEHOLDER — legal entity name], a [PLACEHOLDER — entity type, e.g., Delaware C-corporation] ("LocksmithTalk," "we," "us," "our").

1. Agreement to Terms

These Terms of Service ("Terms") are a binding agreement between LocksmithTalk and the business entity or

sole proprietor that registers for, accesses, or uses the LocksmithTalk platform and services (the

"Customer," "you," "your"). By creating an account, clicking "I agree," or using the Services, you

accept these Terms. If you are accepting on behalf of an organization, you represent that you have authority to

bind that organization.

If you do not agree, do not use the Services.

These Terms incorporate by reference the Privacy Policy and, for Customers who

process end-customer personal data through the Services, the Data Processing Addendum ("DPA").

2. Eligibility and Parties (US-only at launch)

2.1 Business use only. The Services are offered solely for business / commercial use by locksmith

businesses, multi-shop operators, and agencies/resellers serving them. The Services are not a consumer

product and are not directed to consumers or to children.

2.2 United States only at launch. The Services are presently offered **only to Customers located in, and

operating in, the United States**. [COUNSEL] You may not register or use the Services from outside the United

States without our prior written consent. (International availability and EU data-residency are deferred per

the product roadmap; *Open-Decisions Brief D2*.)

2.3 Capacity. You represent that you are at least 18 years old and have the legal capacity to enter into

these Terms.

2.4 Account roles. The platform supports multiple roles within a Customer account (e.g., Owner, Manager,

Dispatcher, Technician) and, for agencies, an ownership relationship over managed companies (see §11). You are

responsible for all activity under your account and for the conduct of your users.

3. The Services

3.1 What the Services do. LocksmithTalk is a multi-tenant software platform that replaces a locksmith

business's call-center and dispatch functions with an always-on AI. The Services include, depending on your

plan: an AI agent that answers inbound calls and eligible lead messages, qualifies and classifies them

under platform-owned rules, creates a job ticket, and a dispatcher engine that contacts your technicians

across supported channels (push, email, Telegram, WhatsApp, SMS where enabled, webhook) and confirms an ETA to

your customer. Features, channels, and quotas vary by plan (see the

Pricing/Plan terms and §7).

3.2 AI nature of the Services. A core function of the Services is an artificial-intelligence voice agent

that interacts with your callers. You acknowledge and agree that the agent is automated software, not a human,

and that its output may contain errors. The agent operates within system-enforced safety rules (see §5).

3.3 No professional locksmith services. LocksmithTalk is a software platform only. We do not provide

locksmithing services, dispatch our own technicians, or perform any physical work. You (the Customer) provide

all locksmith services to your end customers, using your own personnel, licenses, and insurance.

3.4 Changes to the Services. We may add, modify, or discontinue features. We will not materially degrade a

paid feature you rely on without notice consistent with §16.

3.5 Beta / new features. Features identified as beta, preview, or early-access are provided "as is," may be

changed or withdrawn, and are excluded from any service-level commitment.

4. Acceptable Use

You agree not to use the Services to, and not to permit anyone to:

4.1 No illegal calling or messaging. Initiate, or use the Services to facilitate, any **illegal robocalling,

spam, or unsolicited telemarketing**, or any communication that violates the Telephone Consumer Protection Act

(TCPA), the CAN-SPAM Act, state telemarketing/recording laws, or any other applicable communications law.

4.2 Your responsibility for outbound communications and consent. The Services are primarily inbound (your

callers dial you). To the extent you configure, direct, or enable any outbound communication — outbound

calls, SMS, WhatsApp, or email to your customers or contacts — you are solely responsible for obtaining and

maintaining all legally required consents (including TCPA prior-express or prior-express-written consent

where applicable), honoring opt-out / STOP requests, observing quiet-hours and frequency limits, and

complying with all applicable laws for the communications you direct. We provide compliance tooling and

system-enforced disclosures (§5), but you are the sender/initiator of communications you configure.

[COUNSEL — confirm allocation language vs. compliance-and-legal.md §6.3.]

4.3 Locksmith licensing is your responsibility. Several states license locksmiths and may require a license

number in advertising or on service. You are solely responsible for holding, maintaining, and disclosing any

locksmith licensing, bonding, permits, and registrations required for your business in every jurisdiction you

operate. We are not the locksmith and make no representation that your use of the Services satisfies any

licensing obligation. *(See compliance-and-legal.md §2, licensing row.)*

4.4 Lawful right to deploy the agent. You represent and warrant that you have the legal right to deploy an AI

agent on your phone line(s) and to record and transcribe callers as enabled by the Services, and that you have

made any disclosures and obtained any consents required of *you* as the line owner.

4.5 No prohibited conduct. No use of the Services to: violate any law; infringe intellectual-property or

privacy rights; transmit malware; attempt to breach security, isolation, or rate limits; reverse-engineer or

resell the platform except under an authorized agency/reseller arrangement (§11); scrape or overload the

Services; impersonate others; or process data you have no right to process.

4.6 No life-safety reliance. The Services are not an emergency service and are not a substitute for

calling 911. The emergency fast-path is a best-effort escalation feature only (see §12.3).

4.7 Enforcement. We may investigate suspected violations and may suspend or terminate access for violations

(§15), including immediate suspension for conduct that creates legal, security, or platform-integrity risk.

5. AI-Agent Disclosure and Call-Recording Consent (Acknowledgment)

5.1 System-enforced disclosures. You acknowledge that the Services include non-editable, system-enforced

disclosures that you cannot turn off, shorten, or remove, including: (a) an AI-identity disclosure at the

start of each call stating that the caller is interacting with an automated AI assistant and not a human; (b) a

call-recording-consent notice; and (c) an anti-phishing rule under which the agent will never read back

or confirm a code, PIN, or account number. These are built in to support compliance with AI-disclosure and

recording-consent laws (e.g., California AB 2905 and SB 243, and state all-party recording-consent statutes).

*(See compliance-and-legal.md §3.)*

5.2 Recording and transcription. You acknowledge and agree that, by default and to deliver the Services, calls

are recorded and transcribed. The Services apply an all-party (two-party) consent–safe recording

disclosure on every call. You are responsible for any additional disclosures or consents required of you as the

business that records its callers. *(See compliance-and-legal.md §4.)*

5.3 No defeat of safety controls. You will not attempt to disable, circumvent, or instruct the agent to

violate the system-enforced disclosures, the recording-consent notice, or the anti-phishing rule.

5.4 Counsel note. [COUNSEL — confirm the AI-disclosure and recording-consent acknowledgments meet the

requirements of every jurisdiction in which the Customer operates; whether implied-by-continuation consent

suffices, or an affirmative "yes" must be captured, is flagged in compliance-and-legal.md §3.2/§8.]

6. Customer Data; Privacy; DPA

6.1 Privacy Policy. Our collection and use of personal information is described in the

Privacy Policy, incorporated by reference.

6.2 Data Processing Addendum. Where you use the Services to process the personal data of your end customers

(callers), LocksmithTalk acts as a processor / service provider on your behalf, and the

Data Processing Addendum governs that processing. For agency-managed

companies, the agency may be a controller of its managed companies' data (see the DPA and §11).

6.3 Your data responsibilities. You are responsible for the lawfulness of the data you and your callers

submit, for providing any notices and obtaining any consents required of you, and for honoring data-subject

requests for which you are the controller (we will assist as set out in the DPA).

6.4 Aggregated / de-identified data. We may use de-identified, aggregated data that does not identify you,

any user, or any caller to operate, secure, and improve the Services. [COUNSEL]

7. Fees, Billing, Wallet, and Taxes

> Billing mechanics mirror docs/reference/billing-and-monetization.md and

> docs/reference/pricing-model.md. All amounts are computed and held in integer cents.

7.1 Subscription plus prepaid wallet (hybrid). The Services are billed on a hybrid model: (a) a recurring

subscription for your plan (with included usage allotments and feature entitlements), plus (b) **metered

usage that draws down a prepaid wallet balance, with overage** beyond your included allotment and wallet

billed through our payment processor. Plan prices, included allotments, and per-unit overage rates are stated on

the then-current pricing page and order form.

7.2 Prepaid wallet and auto-recharge. The wallet is a prepaid balance of service credit recorded on an

append-only ledger in integer cents. You may enable auto-recharge, which authorizes us to charge your payment

method to add a set amount when your balance falls below a threshold (subject to per-window caps to prevent

repeated charges). Metered usage draws down included plan credit first, then your prepaid balance.

7.3 $0 wallet → degrade then stop (service behavior). You acknowledge that when your **wallet balance reaches

zero, the Services will degrade and then stop answering new calls** until the wallet is funded. This is a

deliberate spend-control behavior. Keeping your wallet funded is your responsibility; we are not liable for calls

not answered while your wallet is at zero. *(Mechanic: H7; capacity-and-cost.md §5.1.)*

7.4 Prepaid wallet balance is non-refundable / forfeited on account close (clear and conspicuous).

> PLEASE READ — NON-REFUNDABLE PREPAID BALANCE. Your prepaid wallet balance is **prepaid B2B service

> credit, not cash, not a gift card, and not a stored-value instrument. Consumed usage is non-refundable.**

> Upon closure, cancellation, or termination of your account for any reason, **any remaining unspent prepaid

> wallet balance is forfeited and is NOT refunded in cash.** You will not receive a cash refund of unspent

> wallet credit on account close.

This forfeiture is of money, not your phone number — your number remains portable and is released to you on

close (see §8). *(Mechanic: Open-Decisions Brief D4; billing-and-monetization.md §9;

account-lifecycle-and-offboarding.md §5.4.)* [COUNSEL — confirm this clause is sufficiently clear and

conspicuous and is enforceable in each operating jurisdiction, including any state prepaid-account / stored-value

restrictions; this is intended as B2B prepaid service credit, not a consumer gift card.]

7.5 Discretionary mid-term adjustments. While your account is active, we may, at our discretion, correct

an erroneous charge or top-up by an append-only ledger adjustment. This does not create a right to a refund of

unspent balance and does not change §7.4 on account close.

7.6 Subscription term, renewal, and dunning. Subscriptions renew automatically for successive periods at the

then-current price unless cancelled before the renewal date. If a subscription payment fails, your subscription

may move to a past-due state and, after a retry/dunning period, be suspended or cancelled. Subscription dunning

(plan payment failure) and the wallet-$0 stop (§7.3) are separate: your subscription can be active while your

wallet is at zero, and vice versa. *(Mechanic: billing-and-monetization.md §9.)*

7.7 Refund policy. Except as required by law or as expressly stated in a separately agreed, counsel-approved

guarantee (e.g., a setup or performance guarantee scoped to the subscription fee only), fees are

non-refundable. Consumed metered usage represents delivered service and is non-refundable. [COUNSEL — set the

final refund/proration stance per business-and-tax-compliance.md §5.2.]

7.8 Taxes. Stated fees are exclusive of taxes. You are responsible for all applicable **sales, use,

communications/telecom, and similar taxes and regulatory fees** (including any E911 and 911 surcharges and

communications-tax pass-through) arising from your purchase and use of the Services, except taxes on our net

income. We may collect and remit such taxes where required. *(Cross-ref business-and-tax-compliance.md §2–§3.)*

[COUNSEL / TAX — confirm tax language and the comms-tax pass-through model.]

7.9 Disputes / chargebacks. If you dispute a charge, you agree to contact us first. Chargebacks and disputes

are handled in accordance with our payment processor's process; we may suspend Services pending resolution of a

disputed balance.

7.10 Price changes. We may change prices on renewal with notice consistent with §16. Founding-customer or

promotional pricing applies only as expressly offered and may be subject to its own terms.

8. Phone Numbers, Porting, and Number Ownership

8.1 Bring-your-own or provisioned numbers. You may forward your existing number to the Services or use a

number we provision for you. You are responsible for your number's registration data and for any E911 service

address required for numbers that originate calls. *(See infrastructure-numbers-porting.md.)*

8.2 No port-out blocking (your number is yours). Consistent with FCC Local Number Portability rules, we will

not block, slow-walk, or charge a penalty for porting a number out to another provider. On request we

will supply the information a gaining carrier reasonably needs (e.g., LOA/CSR/account data) to complete a

port-out. *(See compliance-and-legal.md §2, LNP row.)*

8.3 Number release on close. On account closure or termination, any number you brought or that we provisioned

for you is released or ported to you, and we cease billing for it. **Forfeiture of unspent wallet balance

(§7.4) does not affect your right to your number** — the number remains portable.

8.4 Port-in. Porting a number into the Services requires a valid letter of authorization signed by the party

matching the losing carrier's records (an anti-slamming control). Carrier-set porting fees and timelines apply

and are outside our control.

9. Intellectual Property; License

9.1 Our IP. The Services, software, models, prompts, rules, documentation, and brand are owned by

LocksmithTalk and our licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to

access and use the Services during your subscription, solely for your internal business use (and, for agencies,

to serve managed companies per §11).

9.2 Your content. You retain ownership of your business content and data you provide (e.g., your website

content used to build your agent's knowledge, your business information). You grant us a license to host,

process, and use that content as necessary to provide, secure, and support the Services and as described in the

Privacy Policy and DPA.

9.3 Feedback. You grant us a perpetual, royalty-free license to use feedback and suggestions you provide,

without obligation.

9.4 Restrictions. You may not copy, modify, distribute, sell, or create derivative works of the Services

except as expressly permitted.

10. Customer Obligations and Warranties

You represent, warrant, and covenant that: (a) you have the right and authority to enter these Terms; (b) you

hold all licenses, permits, bonds, and insurance required for your locksmith business (§4.3); (c) you have the

right to deploy the AI agent on your line(s) and to record callers (§4.4); (d) you will use the Services in

compliance with all applicable laws, including communications, consumer-protection, privacy, and recording laws;

(e) you are responsible for the lawfulness of any outbound communications you configure (§4.2); and (f) the data

you submit does not violate any law or third-party right.

11. Agency / Reseller Terms

11.1 Agency = ownership. An "Agency" Customer manages one or more "Companies" under an ownership

relationship: the Agency controls and is responsible for its managed Companies on the platform. *(Mechanic:

Agency = ownership; CLAUDE.md; billing-and-monetization.md §3, §6.)*

11.2 Wholesale billing (default). Under the default v1 model, we bill the Agency at wholesale (a

per-Company platform fee plus the metered usage of the Agency's managed Companies, on one Agency billing

account). **The Agency is solely responsible for billing, invoicing, collecting from, and supporting its own

clients (the managed Companies)**, on the Agency's own merchant account and at the Agency's own retail prices.

The Agency is the merchant of record for its client-facing sales, and is responsible for its own taxes,

chargebacks, and disclosures on those sales. We are not a party to the Agency-to-Company transaction. *(Mechanic:

wholesale-to-agency, platform-MoR for the platform→agency leg only; business-and-tax-compliance.md §4,

Open-Decisions Brief R11.)*

11.3 Agency responsibilities. The Agency is responsible for: its clients' compliance and consents to the

extent the Agency configures their accounts; ensuring its clients accept terms consistent with these Terms and

the Privacy Policy/DPA; the lawfulness of any outbound communications it configures for its clients; and its

own white-label branding and domains. The Agency will indemnify us for claims arising from its retail sales and

client relationships (§14).

11.4 White-label. White-label branding, custom domains, and client portals are provided as plan entitlements

(see pricing). White-label does not transfer ownership of the underlying platform or relieve the Agency of these

Terms.

11.5 Future pass-through (Connect). An optional integrated pass-through rebilling model (where the Agency's

clients are charged on the Agency's connected payment account and the Agency is the merchant of record) may be

offered in the future under additional terms. [COUNSEL — Connect/MoR terms are a separate, future addendum;

business-and-tax-compliance.md §4.]

12. Disclaimers; AI Limitations; Emergency Fast-Path

12.1 "As is." EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE

DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,

AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. [COUNSEL]

12.2 AI limitations. The AI agent may misclassify, misunderstand, mis-transcribe, or otherwise err. We do

not warrant that the agent will correctly handle every call, qualify every job correctly, or be free of

errors or interruptions. You are responsible for reviewing call records and for your dispatch and service

decisions.

12.3 Emergency fast-path is not 911. The emergency fast-path and human-escalation features are best-effort

and are not an emergency service and not a substitute for calling 911 or local emergency services.

Neither we nor the Services guarantee any emergency response. You must not represent to your callers that the

Services provide emergency response, and you must direct genuine life-safety emergencies to 911. *(Mechanic: C1.)*

12.4 Third-party services. The Services rely on third-party providers (telephony, AI, messaging, payments,

cloud). We are not responsible for third-party outages, errors, or acts, though we will use commercially

reasonable efforts to maintain availability.

13. Limitation of Liability

13.1 Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR

ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST

REVENUE, LOST BUSINESS, LOST OR MISSED CALLS, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 Liability cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR

RELATED TO THE SERVICES AND THESE TERMS WILL NOT EXCEED THE **GREATER OF (a) THE AMOUNTS YOU PAID US FOR THE

SERVICES IN THE [PLACEHOLDER — e.g., TWELVE (12)] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b)

[PLACEHOLDER — e.g., $100]**. [COUNSEL — set cap and any carve-outs.]

13.3 Carve-outs. [COUNSEL — confirm whether the cap and exclusions are subject to carve-outs (e.g., for a

party's indemnity obligations, breach of confidentiality, or willful misconduct), as applicable law allows.]

13.4 Allocation of risk. You acknowledge these limitations are a reasonable allocation of risk and are a

basis of the bargain reflected in the pricing.

14. Indemnification

14.1 By you. You will defend, indemnify, and hold harmless LocksmithTalk and its affiliates, officers,

employees, and agents from and against any third-party claims, damages, liabilities, and reasonable costs

(including attorneys' fees) arising from or related to: (a) your locksmith services and the physical work you or

your technicians perform; (b) your violation of law, including communications/recording/consent laws, in

connection with communications you configure or direct (§4.2); (c) your failure to hold required licensing or

insurance (§4.3); (d) your content or data; (e) for Agencies, your retail sales and relationships with your

managed Companies (§11); and (f) your breach of these Terms.

14.2 By us. [COUNSEL — include a tailored IP-infringement indemnity from us in your favor, with standard

conditions/exclusions, if appropriate to the deal.]

14.3 Procedure. The indemnified party will give prompt notice, reasonable cooperation, and control of the

defense to the indemnifying party (no settlement imposing non-monetary obligations without consent).

15. Term, Suspension, Termination, and Offboarding

15.1 Term. These Terms apply while you have an account or use the Services.

15.2 Suspension. We may suspend the Services for: non-payment/dunning (§7.6); wallet at $0 (§7.3, for new-call

answering); violation of §4 or §5; or risk to legal compliance, security, or platform integrity. We will use

reasonable efforts to notify you.

15.3 Termination by you. You may cancel at any time (no fixed-term lock-in beyond the current subscription

period, unless a separate order form states otherwise). Cancellation stops renewal; consumed fees are not

refunded.

15.4 Termination by us. We may terminate for material breach (with a cure period where practicable), for the

conduct in §15.2, or for convenience with reasonable notice.

15.5 Offboarding flow (grace window, number release, finalization). On account closure:

• your account enters a reversible grace window (e.g., a soft-delete period, default 30 days) during which

you may reactivate; *(Mechanic: Open-Decisions Brief R9.)*

• after the grace window, your data is purged or anonymized in accordance with the Privacy Policy and DPA;
• your phone number is released or ported to you and we cease billing for it (§8.3);
• a final invoice is issued for usage accrued up to the close point; the subscription and metered billing

stop so no new charge lands after close;

• unspent prepaid wallet balance is forfeited (§7.4); consumed usage is non-refundable;
• certain records (financial ledger, invoices, audit logs, consent records) are retained as permitted by law even

after personal data is erased. *(Mechanic: billing-and-monetization.md §9,

account-lifecycle-and-offboarding.md, compliance-and-legal.md §5.)*

15.6 Survival. Sections that by their nature should survive (e.g., 7 (accrued fees/forfeiture), 9, 10, 12, 13,

14, 15.5, 17, 18) survive termination.

16. Changes to These Terms

We may update these Terms. For material changes, we will provide reasonable advance notice (e.g., email and/or

in-app notice) before they take effect. Your continued use after the effective date constitutes acceptance.

[COUNSEL — set notice period and method; confirm whether affirmative re-acceptance is required for material

changes.]

17. Governing Law; Dispute Resolution

17.1 Governing law. These Terms are governed by the laws of the State of [PLACEHOLDER — state], excluding

conflict-of-laws rules. [COUNSEL — set to the operating entity's state.]

17.2 Venue / dispute resolution. [COUNSEL — choose venue and dispute mechanism: exclusive courts in

[PLACEHOLDER], and/or binding arbitration with class-action waiver as appropriate for a B2B agreement. Draft the

arbitration/venue clause to be enforceable in the chosen jurisdiction.]

17.3 Limitation period. [COUNSEL — optional clause limiting the time to bring claims.]

18. General

18.1 Entire agreement. These Terms, the Privacy Policy, the DPA, and any order form are the entire agreement

and supersede prior agreements on the subject.

18.2 Order of precedence. If conflicting: a signed order form, then the DPA (for processing matters), then

these Terms, then the Privacy Policy. [COUNSEL — confirm.]

18.3 Assignment. You may not assign without our consent; we may assign to an affiliate or in connection with a

merger or sale of assets.

18.4 Severability; waiver. If a provision is unenforceable, the rest remains in effect; no waiver is implied by

failure to enforce.

18.5 Force majeure. Neither party is liable for delays or failures due to events beyond its reasonable

control.

18.6 Notices. [PLACEHOLDER — notice addresses / methods.]

18.7 Independent contractors. The parties are independent contractors; nothing creates a partnership, agency,

or employment relationship.

18.8 Contact. [PLACEHOLDER — legal/support contact email and address.]

*DRAFT — generated from the LocksmithTalk planning corpus as a starting point for counsel. NOT legal advice.

Complete all [PLACEHOLDER] items and resolve all [COUNSEL] flags with a qualified attorney before use.

Re-verify all statutory references (TCPA, AB 2905, SB 243, FCC LNP, state recording-consent laws) against

current law. Cross-references: docs/reference/compliance-and-legal.md,

docs/reference/billing-and-monetization.md, docs/reference/business-and-tax-compliance.md,

docs/reference/pricing-model.md, docs/process/open-decisions-brief.md.*