Service Terms – Pay-Per-Lead Agreement

1. 1. Definitions
2. 2. Qualification bar
3. 3. No appointment, no outcome
4. 4. Fees and billing
5. 5. Delivery
6. 6. Replacement guarantee
7. 7. Non-qualifying reasons
8. 8. Client obligations
9. 9. Compliance
10. 10. Term and termination
11. 11. Disclaimers
12. 12. Limitation of liability
13. 13. Indemnity
14. 14. Governing law and disputes
15. 15. Notices
16. 16. General

1. Definitions

"Client" means the business (including its owners, employees, and agents) that orders Leads under this Agreement.

"Lead" means the contact details and stated interest of a homeowner who, during a two-way text conversation with HomeForge Leads, has affirmatively expressed interest in home improvement work of a type Client performs. A Lead is not a scheduled appointment, and HomeForge Leads does not book, confirm, or attend appointments on Client's behalf.

"Qualified Lead" means a Lead that meets every criterion in Section 2 at the time it is delivered.

"Services" means the home-improvement trades Client performs, as specified by Client at onboarding and updated by written notice. The trades HomeForge Leads supports are roofing, remodelling, painting, gutters, siding, windows, HVAC, concrete and masonry, decks, and flooring.

"Territory" means the geographic service area (zip codes, counties, cities, or a radius) specified by Client at onboarding and updated by written notice.

"Fee" means the amount payable per Qualified Lead under Section 4.

"Business day" means Monday through Friday, excluding US federal holidays.

2. Qualification bar

A Lead is a Qualified Lead when, at the time of delivery, all of the following are true:

1. the individual is the homeowner (or an authorised decision-maker) of the property in question;
2. the property is located inside the Territory;
3. the work requested is a Service that Client performs;
4. the individual has affirmatively expressed interest, in the text conversation, in being contacted about that work; and
5. the phone number used in the conversation is a valid, working number.

HomeForge Leads determines whether a Lead meets this bar in good faith based on the content of the conversation and the information the homeowner provides. Client may challenge that determination under Section 6.

3. No appointment, no outcome

HomeForge Leads' obligation ends when a Qualified Lead is delivered. Conversion, close rate, ticket size, and revenue depend on Client's own follow-up, pricing, and sales process, and are not guaranteed in any way.

4. Fees and billing

Fee: the rate per Qualified Lead agreed with Client in writing before service begins. Client's agreed rate applies to Qualified Leads delivered under that agreement.

1. Payment method. Client keeps a valid payment card on file through our payment processor, Whop. Card details are handled by Whop and never stored on HomeForge Leads' systems.
2. When you are charged. Fees are charged as Qualified Leads are delivered. Charges may be batched, but batches will be settled no less often than weekly. Each charge corresponds to Leads already delivered.
3. No other fees. There is no retainer, no setup fee, no minimum purchase, and no per-appointment fee.
4. Failed payments. If a charge fails, Lead delivery is paused until the balance is settled. Leads delivered before the pause remain payable.
5. Taxes. Fees exclude sales, use, and similar taxes. Client is responsible for any such taxes that apply, other than taxes on HomeForge Leads' income.
6. Price changes. We may change the Fee on at least 14 days' written notice. Leads delivered before the effective date are billed at the old Fee.

5. Delivery

1. Method and timing. We forward each Qualified Lead's contact details (name, phone number, property address, requested Service, and a conversation summary) promptly after the homeowner expresses interest, using the channel agreed at onboarding (email, SMS, or a shared sheet).
2. Exclusivity. Each Lead is delivered to one Client only. HomeForge Leads will not deliver the same Lead to another contractor.
3. Prompt follow-up. Client agrees to contact each Lead promptly after delivery. Homeowner interest is time-sensitive, and delayed follow-up is not a replacement reason under Section 7.
4. Volume. HomeForge Leads does not guarantee any number of Leads in any period. Volume depends on Territory size, Services selected, and homeowner response.
5. Pausing. Client may pause delivery at any time by written notice. Leads delivered before the pause takes effect remain payable.

6. Replacement guarantee

If a delivered Lead was not a Qualified Lead, HomeForge Leads will replace it with another Qualified Lead at no additional charge. A Lead is eligible for replacement when it:

1. has a bad or unreachable phone number (disconnected, wrong number, or not in service);
2. belongs to a renter rather than the owner or authorised decision-maker of the property;
3. concerns a property outside the Territory;
4. requests a service that Client does not offer, as listed in Client's Services; or
5. otherwise fails the qualification bar in Section 2.

How to claim. Client must report the Lead to support@homeforgeleads.com within 3 business days of delivery, identifying the Lead and stating the reason from the list above. We may ask for reasonable supporting detail (for example, the call result or the homeowner's statement).

Remedy. Replacement, not refund, is Client's sole and exclusive remedy for a Lead that does not qualify. Replacement Leads are subject to this Agreement in the same way as any other Lead.

7. Non-qualifying reasons

The following are not grounds for replacement, credit, or refund, because they concern the outcome after delivery rather than whether the Lead met Section 2:

1. the homeowner does not answer or return Client's calls or messages;
2. the homeowner declines an estimate or site visit;
3. Client is unable to close the job;
4. the homeowner wants multiple bids or is comparing contractors;
5. the ticket size or scope is not what Client wanted;
6. Client delayed its follow-up; or
7. Client reported the issue more than 3 business days after delivery.

8. Client obligations

Client agrees to:

1. provide an accurate Territory and accurate Services at onboarding, and promptly notify us in writing of changes;
2. follow up with each Lead promptly and professionally;
3. contact homeowners only in a lawful manner and only about the work they expressed interest in;
4. not sell, share, transfer, or resell Lead data to any third party, and not use Lead data for any purpose other than contacting the homeowner about the requested work;
5. comply with the Telephone Consumer Protection Act (TCPA), applicable do-not-call rules, and all other laws that apply to Client's own calls, texts, and marketing to homeowners;
6. hold and maintain any licences, insurance, and registrations required to perform the Services in the Territory; and
7. keep a valid payment method on file.

9. Compliance

1. HomeForge Leads conducts its SMS outreach in accordance with applicable law, honours opt-out requests (including "STOP") promptly, and maintains internal suppression lists.
2. HomeForge Leads conducts outreach in its own name and does not text or call homeowners on Client's behalf or in Client's name.
3. Client warrants that it will not use Lead data unlawfully, and that its own contact with homeowners will comply with Section 8(e).
4. If a homeowner asks Client not to contact them again, Client will honour that request and notify us so the number can be suppressed.

10. Term and termination

1. This Agreement starts when Client accepts it and continues until terminated.
2. Either party may terminate at any time, for any reason, by written notice (email is sufficient). Termination takes effect on receipt of the notice unless the notice states a later date.
3. Leads delivered before termination takes effect remain billable, and Client's payment obligations for them survive termination.
4. Sections 3, 6 (for Leads delivered before termination), 7, 8(d), 9, and 11 through 16 survive termination.
5. HomeForge Leads may suspend delivery immediately if Client breaches Section 8 or 9 or if a charge fails.

11. Disclaimers

Except as expressly stated in this Agreement, Leads and all related services are provided "as is". HomeForge Leads disclaims all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, and any warranty regarding Lead volume, response rate, close rate, or revenue. Information provided by homeowners is relayed as given; HomeForge Leads does not independently verify property ownership beyond the homeowner's own statements and available public data.

12. Limitation of liability

1. To the fullest extent permitted by law, HomeForge Leads' total liability arising out of or relating to this Agreement, whether in contract, tort, or otherwise, is capped at the total Fees paid by Client to HomeForge Leads in the 3 months immediately before the event giving rise to the claim.
2. HomeForge Leads is not liable for any indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost revenue, or lost business opportunity, even if advised of the possibility.
3. Nothing in this Section limits liability that cannot be limited under applicable law.

13. Indemnity

Client will defend, indemnify, and hold harmless HomeForge Leads and its owners, employees, and contractors from any third-party claim, loss, or expense (including reasonable legal fees) arising out of (a) Client's contact with homeowners, including any claim under the TCPA or do-not-call laws relating to Client's own calls or messages; (b) work Client performs or fails to perform for any homeowner; (c) Client's breach of Section 8 or 9; or (d) Client's misuse of Lead data.

14. Governing law and disputes

1. Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.
2. Talk first. Before starting any formal proceeding, the party raising a dispute will email the other with a description of the issue, and both parties will make a good-faith effort to resolve it within 30 days.
3. Arbitration or small claims. Any dispute not resolved informally will be settled by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted by a single arbitrator, remotely or in Delaware. Either party may instead bring an individual claim in small-claims court if it qualifies there.
4. No class actions. Disputes will be resolved on an individual basis only. Neither party may bring a claim as a plaintiff or class member in a class, consolidated, or representative action.
5. Injunctive relief. Either party may seek injunctive relief in a court of competent jurisdiction to protect its data or intellectual property.

15. Notices

Legal notices to HomeForge Leads must be sent by email to support@homeforgeleads.com. Notices to Client will be sent to the email address on file at onboarding. A notice is deemed received on the next business day after it is sent, unless a bounce or delivery failure is received.

16. General

1. Entire agreement. This Agreement, together with the onboarding details (Territory, Services, delivery channel) and our Privacy Policy, is the entire agreement between the parties about Leads and replaces any prior discussion or proposal.
2. Changes. We may update this Agreement by posting a revised version at https://homeforgeleads.com/service-terms and emailing Client. Changes take effect 14 days after notice, except changes required by law, which take effect immediately. Continued acceptance of Leads after the effective date is acceptance of the change.
3. Assignment. Client may not assign this Agreement without our written consent. We may assign it to a successor of our business.
4. Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.
5. Severability. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement stays in effect.
6. Waiver. A failure to enforce a provision is not a waiver of it.
7. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including carrier outages, changes in carrier or platform policy, or government action.
8. Headings. Headings are for convenience only and do not affect interpretation.

Questions about this Agreement: support@homeforgeleads.com