CallRadius

Confidential

Client Service Agreement

This Client Service Agreement (the “Agreement”) is between CallRadius LLC, an Arizona limited liability company with its principal place of business at 9375 E. Shea Blvd, Suite 249D, Scottsdale, Arizona 85260 (“CallRadius,” “we,” or “us”), and the business that accepts this Agreement at signup (“Client” or “you”). It takes effect on the date you accept it. The Summary of Terms shown to you at signup is a plain-English summary of this Agreement; if the two conflict, this Agreement controls.

1. The Services

1. CallRadius provides AI-driven management of your Google Local Services Ads (“LSA”) account, which may include budget optimization, AI lead triage and lead-quality feedback to Google (credit recovery), position monitoring, schedule and geographic optimization, review management, reporting, and access to a client portal (the “Services”).
2. Some capabilities activate as they roll out to paid accounts. We will not represent a capability as live before it is available to you.
3. We grant you a non-exclusive, non-transferable, revocable right to use the Services during your subscription, subject to this Agreement.

2. Authorization to Act on Your Connected Accounts

1. To provide the Services, you authorize us to access and act within the third-party accounts you connect — principally your Google Local Services Ads account and, where applicable, your linked Google Business Profile — solely to perform the Services you subscribe to.
2. Scope of authority. You authorize us to submit lead-quality feedback to Google, to respond to and manage reviews as you configure, and to adjust campaign budget and configuration on your behalf within the limits you set and within the platform's safety limits.
3. You acknowledge that (a) whether any charge is credited is determined solely by Google under its then-current policies, and (b) we do not control Google and cannot guarantee any credit, lead volume, or ranking outcome.
4. You may revoke connected-account access at any time; doing so may limit or stop the Services. You remain responsible for maintaining your own accounts and for complying with the third-party platforms' terms.
5. You represent that you have the right to connect the accounts you connect and to authorize the actions in this Section.

3. Free Trial

1. If you signed up for a trial, your trial runs fourteen (14) days from signup. A payment method is required at signup, but $0 is charged during the trial.
2. If you do not cancel by day 14, your subscription begins automatically on day 15 at the plan rate you selected, plus the one-time setup fee in Section 4.
3. Cancel at any time before day 15 and you owe nothing. Cancel from your client portal, by email to info@callradius.io, or by phone at (866) 927-1855.

4. Fees, Billing & Renewal

1. Subscription fee. Your fee is the plan rate shown to you at signup, charged per LSA account. Published rates are $499 per LSA per month billed monthly, or $416 per LSA per month billed annually. Your rate is the one displayed and accepted at signup.
2. Setup fee. A one-time setup fee of $499 is charged when your subscription begins — at trial conversion if you took a trial, or at activation if you did not. It is not charged during the trial.
3. Advertising spend is separate and is never billed by us. You pay Google directly for your Local Services Ads. Your subscription fee does not include, and we never invoice, your advertising budget. You remain solely responsible for your ad budget and all amounts charged by Google.
4. Authorization to charge. You authorize us to charge your payment method on a recurring basis for the subscription fee and the setup fee. Card details are held by our payment processor, Stripe, and not by us.
5. Month-to-month; auto-renewal. Subscriptions are month-to-month (or annual if you selected an annual plan) and renew automatically until cancelled.
6. Fee changes. We may change fees on thirty (30) days' written notice; a change applies at your next renewal. You are responsible for applicable taxes.
7. Failed payments. A failed or reversed payment may result in suspension of the Services after notice to you.

5. Cancellation

1. You may cancel at any time. Cancellation during a trial is effective immediately. Cancellation after your subscription has begun is effective at the end of the current billing period.
2. There are no cancellation fees and no long-term contract. Fees already paid are non-refundable, and there is no refund for a partial month, except as required by law.

6. No Guaranteed Results; Third-Party Dependence

1. The Services depend on third-party platforms, including Google, that we do not control. We do not warrant or guarantee any specific result, including lead volume, lead-credit recovery, search ranking, revenue, or return on investment. We optimize aggressively, but Google controls its auction and its credit decisions.
2. Any estimate, score, or projection we provide is illustrative, not a promise.

7. Your Responsibilities & Acceptable Use

1. You will provide accurate information, maintain your credentials, and use the Services lawfully. You will not misuse the Services, attempt to circumvent limits, resell the Services (unless authorized under a separate reseller agreement), or use them to violate any third-party platform's terms or applicable law.

8. Data & Privacy

1. We process your data and your connected-account data to provide the Services, as described in our Privacy Policy at https://callradius.io/privacy.html. As between the Parties, you own your data; you grant us a license to use it to operate and improve the Services. We do not sell your data.
2. We implement reasonable safeguards but cannot guarantee absolute security.
3. On termination we will make your data available for export for thirty (30) days, after which we may delete it.

9. Intellectual Property

1. We own the Services, the software, our scoring and optimization methods, and all related intellectual property (patent-pending). Content we generate for you and deploy on your behalf is licensed to you for your use; you own your website and business content. You will not copy, reverse-engineer, or create derivative works of the Services.

10. Confidentiality

1. Each Party will protect the other's non-public information and use it only to perform this Agreement.

11. Warranties & Disclaimers

1. The Services are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of Liability

1. To the maximum extent permitted by law, we will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, leads, or ad spend. Our total liability for any claim will not exceed the subscription fees you paid us in the three (3) months before the event giving rise to the claim.

13. Indemnification

1. You will indemnify us against claims arising from your data, your use of the Services, your advertising, or your violation of this Agreement or applicable law.

14. Term, Suspension & Termination

1. This Agreement applies while you use the Services. You may cancel under Section 5. We may suspend or terminate for non-payment, breach, or misuse, with notice where practicable. On termination, your right to use the Services ends.

15. Changes to This Agreement

1. We may update this Agreement. A material change takes effect at your next renewal or on thirty (30) days' notice, whichever is later. Continued use after the effective date constitutes acceptance. Each version is published at its own permanent address, and the version you accepted is archived with your signup record.

16. Governing Law; Dispute Resolution

1. This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-laws rules.
2. The Parties will first attempt in good faith to resolve any dispute by negotiation for thirty (30) days. Any dispute not so resolved will be finally resolved by binding arbitration on an individual basis, administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Maricopa County, Arizona, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
3. Either Party may bring a qualifying individual claim in small claims court instead of arbitration, and either Party may seek injunctive relief in court to protect its intellectual property or confidential information.

17. Electronic Acceptance

1. You accept this Agreement at signup by typing your full legal name as your signature and submitting the signup form. That action constitutes your signature under the U.S. ESIGN Act and applicable state law. We record the agreement version, the complete text of this document (identified by its SHA-256 cryptographic hash), your typed name, IP address, browser user agent, and the date and time of acceptance.
2. The person accepting represents that they have authority to bind the Client.
3. You may request a paper copy of this Agreement at no charge, and may withdraw consent to electronic records, by writing to legal@callradius.io. Withdrawing consent does not affect the validity of records created before the withdrawal.

18. General

1. This Agreement is the entire agreement on its subject matter. If any provision is unenforceable, the remainder continues in effect. We may assign to a successor or affiliate. Notices to you may be sent to your account email; notices to us go to legal@callradius.io. Contact: info@callradius.io · (866) 927-1855 · 9375 E. Shea Blvd, Suite 249D, Scottsdale, Arizona 85260.