LeadWheel Terms of Service
These Terms of Service (the "Terms") are an agreement between [LeadWheel legal entity name] ("LeadWheel", "we", "us") and the business that opens a LeadWheel account ("you", "your", the "Contractor").
By ticking the box that accepts these Terms, creating an account, or using the Service, you agree to them. If you do not agree, do not use the Service.
You are agreeing on behalf of a business, and the person accepting must be authorised to bind it.
1. What LeadWheel is, and what it is not
LeadWheel is a coordination service for general contractors. It uses an AI agent to:
- turn a description of a job into a proposed sequence of stages and trades;
- draft, and where you permit it send, text messages to the subcontractors, suppliers, inspectors and other trade contacts you put on your roster;
- read replies, track who has confirmed what, schedule follow-ups, and keep the state of each job current;
- draft messages to your clients, which you review and approve before they go out.
LeadWheel coordinates. It does not build, design, engineer, inspect, estimate, contract, or supervise. Every decision about how a job is run, who works on it, when, and what is said to anyone remains yours.
2. Your account
2.1 You will give accurate information and keep it current. Your legal business name, tax identifier and business address matter beyond your profile page: they are submitted to mobile carriers to register your messaging identity, and wrong information there can have your registration refused or revoked.
2.2 You are responsible for your credentials and for everything done through your account. Tell us promptly if you believe an account has been compromised.
2.3 You may invite additional people ("managing partners") and set what each of them may do. You are responsible for their actions in the Service as if they were your own, and for removing access when it should end.
2.4 An account is for one contracting business. Do not open one on behalf of another business, or make the Service available to one, without our written agreement.
2.5 You must be at least 18 and legally able to enter this agreement.
3. The AI agent, and what you must understand about it
3.1 Output is machine-generated. The agent produces text by statistical prediction. It can be wrong, incomplete, out of date, or unsuitable for your job, and it can be wrong in a way that reads as confident and specific.
3.2 Nothing it produces is professional advice. It is not legal, engineering, architectural, structural, safety, code-compliance, insurance, accounting or tax advice. A proposed stage sequence reflects general trade practice; it is not an engineered schedule, a permit plan, or a review against any code.
3.3 You are the reviewer. You are responsible for checking what the agent proposes before you rely on it or let it reach anybody: sequences, trades, dates, quantities, names, numbers, and the wording of every message.
3.4 The approval gate, and choosing to open it. Messages to your clients are held for your approval by default. Where you switch a project to send stage updates automatically, you have chosen to let messages go out without reading them first, and they are your messages when they do. Do not enable it on a job where that is not acceptable to you.
3.5 Messages go out as you. Messages to your subcontractors and suppliers are sent from your registered number, in your business's name, and the recipient will understand them as coming from you.
3.6 We may change, tune, or replace the models, prompts and behaviour of the agent at any time. What it does will change over time.
4. Messaging, consent and telecom compliance
This is the section with the most exposure in it. Please read it.
4.1 You are the sender. Messaging runs under your own business identity: your legal entity and your number, and for an account in the United States your tax identifier and your A2P 10DLC brand. We operate the software. You are the party the carriers, the regulators and the recipients treat as the sender of every message that leaves your account.
4.2 Consent is yours to obtain, hold and prove. You represent and warrant that for every phone number you enter into LeadWheel you have the consent required by applicable law and by carrier rules to send that person business text messages, and that you can produce evidence of that consent if you are asked for it. Adding a number to LeadWheel is not consent, and nothing in the Service creates it for you.
4.3 Compliance is yours. You are responsible for complying with every law and rule that applies to your messaging, including without limitation the Telephone Consumer Protection Act and its regulations, Canada's Anti-Spam Legislation where applicable, federal, state and provincial telemarketing, do-not-call and quiet-hours rules, the CTIA Messaging Principles and Best Practices, and the messaging policies of the mobile carriers and of our messaging provider.
4.4 Opt-outs must be honoured, and LeadWheel is not a reliable record of them. Our messaging provider may intercept an opt-out at its own layer, unsubscribe the number there, and never deliver it to us. Do not treat the absence of a recorded opt-out in LeadWheel as evidence that someone has not opted out. If you learn by any means that a person no longer wishes to be texted, stop and remove the number.
4.5 Permitted content. Use the Service only to coordinate the work of specific jobs. Do not use it for marketing, promotion, solicitation, recruitment campaigns, political or charitable messaging, or for any content the carriers prohibit, including content relating to sex, hate, alcohol, firearms, tobacco, cannabis, gambling, lending or other high-risk financial services.
4.6 Delivery is not guaranteed and must not be relied on. Carriers filter, delay, reorder, block and silently drop messages, and can suspend a number or a brand without notice or explanation. A message that leaves LeadWheel may never arrive, and a delivery receipt is not evidence that anyone read it. Do not use LeadWheel as the only channel for anything time-critical or safety-critical, and do not treat silence as agreement.
4.7 Carrier registration is decided by third parties. This applies to accounts in the United States; an account in Canada files no carrier registration (see 4.9). Whether your brand and campaign are approved, how long it takes, and whether approval is later revoked are decisions of the mobile carriers and their vetting partners. We submit what you give us and report back what they say. We cannot appeal on your behalf and we do not control the outcome or the timing.
4.8 We may suspend messaging on your account immediately if we reasonably believe it is out of compliance, or if a carrier, our messaging provider, or the law requires it.
4.9 Accounts in Canada. If you open your account as a Canadian business, your number is a Canadian local number that we obtain for you, and no carrier registration is filed. A Canadian number can text Canadian numbers only: we will not add, and will not send to, a number outside Canada on a Canadian account, because carriers treat that traffic as unregistered and block it. Your messages are commercial electronic messages under Canada's Anti-Spam Legislation, and you are responsible for having the consent it requires — express consent, or implied consent through an existing business relationship — for every person you add, and for honouring an unsubscribe request promptly.
5. The work itself is entirely yours
LeadWheel has no role in the construction work and no ability to assess it. You are solely responsible for:
- holding and maintaining every licence, registration, certification, bond and insurance your work requires, in each place you work;
- permits, inspections, sign-offs and utility approvals;
- compliance with building, electrical, plumbing, mechanical, fire and energy codes; zoning and land-use rules; municipal bylaws and ordinances; homeowners' association, condominium and strata rules; heritage, conservation and environmental restrictions; and every other rule applying where the work is done;
- occupational health and safety, including OSHA or its provincial equivalents, site conditions, and the safety of everyone on site;
- construction lien and prompt-payment legislation, including notices and deadlines;
- home-improvement and consumer-protection statutes, including required contract terms, disclosures, and cancellation rights;
- the classification, supervision and payment of everyone who works for you, and compliance with employment and workers' compensation law;
- your contracts with your clients, subcontractors and suppliers. LeadWheel is not a party to any of them and does not amend any of them.
Nothing LeadWheel proposes is a determination that anything is permitted, code-compliant, safe or lawful, and the absence of a step is not advice that the step is unnecessary. If the agent does not propose an inspection, a permit, a notice or a trade, that is not our opinion that none is required.
6. Coordination outcomes, and what we are not responsible for
The Service coordinates people. Coordination goes wrong in ordinary ways on ordinary jobs, and when it does, the consequences are yours and not ours.
Without limiting sections 12 and 13, and whether the cause is the agent, the software, a carrier, a third party, or nobody in particular, we are not responsible or liable for:
- a message that was not sent, was sent late, was sent twice, went to the wrong person, or never arrived — including one held for your approval that you did not approve, one blocked or filtered by a carrier, one sent to a number that had changed hands, and one that arrived and was never read;
- a message whose content was wrong, unclear, incomplete or misleading, whether the agent drafted it, you edited it, you approved it, or it went automatically under a setting you enabled;
- a stage put in the wrong order, given the wrong duration, scheduled for the wrong day, or missing altogether, and any permit, inspection, notice, trade or step the agent did not propose;
- a subcontractor, supplier, inspector or other party who does not turn up, turns up late, turns up on the wrong day, declines, stops replying, does the wrong work, does it badly, or does not do it at all — whether or not the Service contacted them, and whether or not it recorded them as confirmed;
- material that was not ordered, was ordered late, was the wrong material or the wrong quantity, or arrived at the wrong place or the wrong time;
- anything the Service recorded that turned out not to be true — a confirmation from somebody who did not mean it, a stage marked complete that was not, a reply attributed to the wrong person, or a status inferred from silence;
- a client, homeowner or other third party who was told something wrong, told something late, or told nothing at all, and any complaint, dispute or loss of goodwill that follows;
- the consequences of any of the above, including delay, standby and acceleration costs, re-work, wasted trips, storage, equipment and labour charges, penalties, liquidated damages, withheld or lost payment, a job lost or terminated, and damage to your reputation or to any relationship.
These are the ordinary risks of running construction work, and they stay with you. LeadWheel is a tool you use to coordinate. It is not a guarantor of coordination, not a party to any of your jobs, not a supervisor of them, and not an insurer of them.
You remain the coordinator. You are expected to supervise the work, to verify anything that matters before you rely on it, and to keep whatever independent checks, records, phone calls and confirmations your business would have kept if LeadWheel did not exist. Do not treat what the Service shows you as a substitute for confirming something yourself, and do not treat the absence of an alert as confirmation that nothing is wrong.
This applies to everyone around the job, not only to you. Your clients, homeowners, subcontractors, suppliers, inspectors and employees have no agreement with us and are not intended third-party beneficiaries of this one. We owe them no duty, through you or otherwise, in respect of the work, the scheduling, the payment, or the communication on any job. If any of them has a claim about any of it, that claim lies against you under your own contract with them, and section 14 applies.
7. Your data, and other people's
6.1 You will give us personal information about other people: subcontractors, suppliers, inspectors, and your clients including homeowners. You represent and warrant that you are entitled to provide it and to have us process it, including to send text messages to those people on your behalf.
6.2 As between you and us, you are the controller (or "business") of that information and we act as your processor (or "service provider"), handling it to provide the Service and as described in the Privacy Policy.
6.3 Project details, conversations and message content are stored so the Service can work and so a record exists. LeadWheel personnel can read them for support, security, abuse and compliance investigation, and to improve how the agent behaves. If that is not acceptable for a particular job, do not run that job through LeadWheel. The Privacy Policy sets out the detail.
6.4 Do not put into the Service: payment card numbers, bank account details, government identity numbers other than the business tax identifier we ask for, health information, information about children, or anything else subject to a special legal regime. The Service is not built or contracted for it.
6.5 You keep ownership of your content. You grant us a non-exclusive licence to host, store, process, transmit and display it as needed to operate, secure and support the Service.
6.6 We may create and use aggregated and de-identified information, which does not identify you, your business, or any individual, to operate, analyse and improve the Service.
8. Acceptable use
You will not: break the law; harass, threaten, deceive or impersonate anyone; message a person who has not consented; send content prohibited by section 4.5; interfere with, probe, scan, overload or attempt to gain unauthorised access to the Service; reverse-engineer it or use it to build a competing product; resell it or expose it to a business that has not accepted these Terms; or use it to make a decision about a person that the law requires a human to make.
Deliberately manipulating the agent — through message content, project text, uploaded material or any other input — to make it act outside these Terms, reach someone it should not, or bypass the approval gate, is a breach of these Terms.
9. Fees
[Fees, billing cycle, taxes and refund terms to be completed.] Unless we have agreed otherwise in writing, during the current limited release the Service itself is provided at no charge.
Charges of the mobile carriers and of our messaging provider, including brand and campaign registration fees and per-message charges, are separate. They may be billed to you directly by that provider or passed through by us at cost. Third-party charges are not refundable by us.
10. Third parties we depend on
The Service depends on third parties, including an AI model provider, a messaging provider, the mobile carriers, and hosting and infrastructure providers. Their availability, performance, pricing, policies and decisions are outside our control. A change, failure, suspension or price increase on their side is not a breach of these Terms by us, and we are not responsible for their acts or omissions.
11. Availability and change
The Service is an early-stage product in limited release and is provided on an evolving basis. We may add, change, suspend or discontinue any part of it, with or without notice. We make no commitment as to uptime, latency, support hours or response times unless we have agreed one with you in a separate signed agreement. Outages, maintenance windows and defects will occur.
12. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". To the fullest extent permitted by law, we disclaim all warranties, conditions and representations, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any arising from course of dealing or usage of trade.
Without limiting that, we do not warrant that: the agent's output will be accurate, complete, current or suitable; any message will be delivered, delivered on time, delivered once, or read; a proposed sequence, date or quantity is correct, achievable, code-compliant or safe; that anybody the Service contacts will reply, agree, attend or perform; that anything the Service records about them is true; carrier registration will be granted or retained; or that the Service will be uninterrupted, timely, secure or free of defects.
We do not warrant any outcome on any job. Whether a job runs on time, on budget, in the right order, or at all is not something the Service can promise and not something we promise. See section 6.
Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.
13. Limitation of liability
To the fullest extent permitted by law:
(a) Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, delay or acceleration costs, liquidated damages owed to a third party, cost of cover or substitute services, or loss or corruption of data, even if that party was advised of the possibility.
(b) Our total aggregate liability arising out of or relating to the Service or these Terms, on any theory of liability, will not exceed the greater of (i) the fees you actually paid us for the Service in the twelve months before the event giving rise to the claim, and (ii) one hundred dollars (100 USD).
(c) The exclusions and the cap do not apply to your obligations under section 14, to either party's liability for fraud or fraudulent misrepresentation, or to any liability that cannot be excluded or limited by law.
(d) You acknowledge that these limits are a deliberate allocation of risk between us, that they are reflected in what the Service costs, and that we would not provide it on these terms without them.
Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.
14. Indemnity
You will defend, indemnify and hold harmless LeadWheel, its affiliates, and their officers, directors, employees and agents from and against any claim, demand, investigation, proceeding, loss, liability, damage, penalty, fine and reasonable legal cost arising out of or relating to:
(a) your use of the Service;
(b) any message sent from your account, whether drafted by the agent, edited by you, approved by you, or sent automatically under a setting you enabled;
(c) any allegation that a message was sent without required consent, outside permitted hours, after an opt-out, or otherwise in breach of telecom, privacy, anti-spam or marketing law;
(d) the construction work, your contracts, and your licensing, permitting, code compliance, lien or safety obligations;
(d1) any claim by a client, homeowner, subcontractor, supplier, inspector or employee arising out of the coordination of a job, including scheduling, sequencing, attendance, materials, or what any of them was or was not told;
(e) personal information you put into the Service, including any claim by a person whose details you entered;
(f) your breach of these Terms or of any applicable law.
15. Suspension and termination
You may stop using the Service and ask us to close your account at any time.
We may suspend or terminate your access, with notice where practicable and without it where not, if you breach these Terms, if a carrier, provider or law requires it, if your use creates legal or security risk to us or to others, or if we discontinue the Service.
On termination your right to use the Service ends. On request within a reasonable period we will make your data available for export, and will then delete or de-identify it in line with the Privacy Policy and our retention obligations. Sections 5, 6, 7, 9, 12, 13, 14, 16, 17 and 18 survive termination, along with anything else that by its nature should.
16. Versions of these Terms
These Terms are versioned. The version you accepted when you opened your account is recorded against your account with the date, time and originating network address, and that version governs your use of the Service.
We may publish a new version. A new version applies to accounts opened after it takes effect. Where we intend a new version to apply to an existing account, we will tell you and give you a reasonable opportunity to accept it. If you do not accept it, we may end your account rather than hold you to terms you have not agreed to.
You can ask us at any time for a copy of the version you accepted, or of any other version.
17. Governing law and disputes
For an account opened in the United States, these Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. For an account opened in Canada, they are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, and the parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before either party starts proceedings, it will give the other written notice describing the dispute, and the parties will try in good faith to resolve it for thirty days.
18. General
These Terms, together with the Privacy Policy, the Beta Testing Terms and Conditions for as long as you take part in the beta program, and any separate signed agreement between us, are the entire agreement between us on this subject and replace anything said before it. A delay in enforcing a right does not waive it. If a provision is unenforceable, it is narrowed to the minimum extent needed to make it enforceable and the rest stands. You may not assign this agreement without our written consent; we may assign it to an affiliate or in connection with a merger or sale of the business. Nothing here creates an agency, partnership, employment or joint venture between us. Notices to you are effective when sent to the email address on your account, so keep it current. Neither party is liable for a failure caused by something outside its reasonable control. Headings are for convenience only.
19. How to reach us
[LeadWheel legal entity name]
[registered address]
[support email address]