AI Powered Lead Response for Senior Living Communities
Service Provider: Smida Group Inc., operating as WarmLead (“WarmLead”), based in Ottawa, Ontario, Canada. All references to “WarmLead” in this agreement refer to Smida Group Inc. Stefan Smida is the authorized representative of the Service Provider for purposes of this agreement and is not a party in his personal capacity. The Client acknowledges that this agreement is solely with Smida Group Inc. and agrees not to bring any claims arising under or related to this agreement against any directors, officers, shareholders, or employees of Smida Group Inc. in their personal capacity.
Client: The senior living community or organization that has signed a WarmLead Service Agreement, including any authorized representatives who signed on its behalf.
WarmLead provides a complete AI powered lead generation and response system designed specifically for retirement residences and assisted living facilities. The system works as a pipeline: targeted advertising brings in inquiries, AI calls each lead within minutes, and qualified prospects are booked directly onto the Client’s tour calendar.
The service includes:
To keep things clear, the following fall outside the scope of this agreement:
If additional services are needed, they can be discussed and added as a separate arrangement.
$2,000 CAD / month per facility
Plus a one time setup fee of $1,000 CAD per facility, due with your first payment
Your first payment will be $3,000 CAD ($2,000 first month + $1,000 setup). All subsequent months are $2,000 CAD per facility.
Plus applicable taxes (HST/GST as required by law)
All pricing is per facility. Each facility location requires its own subscription. Organizations with multiple locations will be billed separately for each enrolled facility.
The monthly retainer covers the full system described in Section 2, including advertising management, AI calling, tour booking automation, CRM, nurture sequences, and reporting. The first payment of $3,000 CAD ($2,000 first month + $1,000 setup fee) is due upon signing, with subsequent payments of $2,000 CAD charged automatically on the same date each month via Stripe.
Advertising spend is separate. The Client pays advertising platforms (Google, Meta) directly for ad spend. WarmLead manages the campaigns but does not collect or handle ad dollars. The recommended ad budget will be discussed during onboarding and adjusted based on performance and the Client’s goals.
If a payment fails, WarmLead will notify the Client and allow a 7 day grace period to resolve the issue. If payment remains outstanding after 7 days, WarmLead reserves the right to pause the system, including active ad campaigns and AI calling, until payment is received.
Fee adjustments. WarmLead may adjust the monthly retainer fee with at least 60 days written notice to the Client. The notice will specify the new fee and the date it takes effect. If the Client does not agree to the adjusted fee, the Client may cancel the agreement in accordance with Section 5 before the new fee takes effect. Continued use of WarmLead’s services after the effective date of the adjusted fee constitutes acceptance of the new fee.
This agreement operates on a month to month basis. There is no long term contract or lock in period.
Either party may cancel with 30 days written notice sent to the other party’s email address on file. Notice is considered given on the date the email is sent. Both parties are responsible for keeping their contact information current throughout the engagement. Upon cancellation:
No refunds are issued for partial months. The Client is responsible for any outstanding ad spend charged directly by advertising platforms.
Termination for cause. Either party may terminate this agreement immediately with written notice if the other party: (a) commits a material breach of this agreement and fails to cure that breach within 14 days of receiving written notice specifying the breach; (b) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business; or (c) engages in conduct that creates a material legal or regulatory risk for the other party. WarmLead may also terminate immediately if the Client provides information, content, or contact lists that WarmLead reasonably believes to be fraudulent, unlawful, or in violation of applicable regulations, or if the Client’s account remains unpaid for more than 30 days beyond the applicable grace period. Termination for cause does not relieve either party of obligations that accrued prior to termination, including payment obligations and the offboarding procedures described in Section 15.
The Client owns their data. This includes all contacts, leads, inquiries, call recordings, campaign data, and any content or assets provided during the engagement.
WarmLead has access to this data only for the purpose of delivering the services described in this agreement. Call recordings are retained for 60 days from the date of the call and then automatically deleted, unless longer retention is required by law or specifically requested by the Client in writing. Upon termination, WarmLead will export and provide the Client with their data in a standard format within 14 days, and will delete all copies within WarmLead’s direct control within 30 days of the engagement ending. Deletion of data held by third party service providers is subject to those providers’ own retention and deletion policies, but WarmLead will initiate deletion requests with those providers within the same 30 day period.
Third party service providers. To deliver the services described in this agreement, WarmLead uses third party platforms including advertising networks, CRM systems, AI communication tools, and hosting providers. Client data is shared with these providers only to the extent necessary to operate the system. WarmLead selects providers with appropriate data handling and security practices, and takes commercially reasonable steps to ensure Client data is handled in accordance with this agreement. However, WarmLead is not liable for the independent acts or omissions of third party providers beyond WarmLead’s reasonable control, provided WarmLead has exercised reasonable diligence in selecting and overseeing those providers. Some of these providers may process data in jurisdictions outside Canada, including the United States, where it may be subject to the laws of that jurisdiction. No Client data will be sold to or shared with third parties for purposes unrelated to delivering the agreed services.
Data breach notification. If WarmLead confirms that any unauthorized access to, disclosure of, or loss of Client data has occurred (whether held by WarmLead or by a third party service provider), WarmLead will notify the Client within 72 hours of confirming the incident. WarmLead will undertake reasonable investigation promptly upon becoming aware of a suspected breach and will not unreasonably delay confirmation. Notification will include available details about the nature and scope of the breach and the data affected, and WarmLead will cooperate with the Client in meeting any notification obligations under PIPEDA or other applicable privacy legislation.
WarmLead may retain anonymized, aggregate performance data (for example, average conversion rates across campaigns) for internal benchmarking purposes, but will never share identifiable client data beyond what is described above.
Both parties agree to keep confidential any business information, operational details, strategies, and data shared during the course of this engagement. This includes financial information, marketing performance data, occupancy figures, and business plans.
This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before the engagement began; (c) is independently developed by the receiving party without reference to the other party’s confidential information; (d) is required to be disclosed by law, regulation, or court order, provided the disclosing party gives reasonable notice to the other party where permitted; or (e) is shared with third party service providers as described in Section 6, provided those providers are bound by their own confidentiality and data protection obligations.
This obligation survives the termination of this agreement and continues for a period of two years after the engagement ends.
To deliver the best results, WarmLead needs the Client’s cooperation on a few things:
WarmLead is committed to delivering a high quality lead generation and response system using proven strategies for the senior living industry. However, outcomes depend on many factors outside WarmLead’s control, including market conditions, ad platform algorithms, the Client’s community, pricing, suite availability, and the Client’s tour experience.
WarmLead does not guarantee specific lead volumes, tour numbers, occupancy outcomes, or revenue results. What we do guarantee is professional execution: well targeted ads, fast AI follow up on every lead, and continuous optimization based on real performance data.
Except as expressly set out in this agreement, WarmLead makes no warranties or representations of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability or fitness for a particular purpose. The services are provided on a commercially reasonable efforts basis.
Each party’s total liability to the other under this agreement is limited to the greater of (a) the fees actually paid by the Client in the most recent completed month of service, or (b) one month’s standard retainer fee as set out in Section 4. Neither party is liable for indirect, incidental, consequential, punitive, or exemplary damages, including but not limited to lost revenue, lost occupancy, or reputational harm.
WarmLead is not liable for any losses arising from the Client’s failure to meet the responsibilities described in Section 8, including but not limited to missed tours, outdated calendar availability, or delays in providing requested materials.
Advertising campaigns managed by WarmLead run on third party platforms (Google Ads, Meta) that have their own terms of service, policies, and approval processes. WarmLead will create campaigns that comply with these platform policies, but cannot guarantee approval of every ad or immunity from policy changes.
If an ad is disapproved or an account is flagged, WarmLead will work to resolve the issue promptly. The Client agrees to cooperate with any verification steps required by the advertising platforms.
AI calling. AI calling operates within the regulatory framework for automated and AI assisted communications. WarmLead will configure all AI calls to comply with applicable Canadian telecommunications regulations, including identification requirements and do not call list obligations. All AI calls will be configured to include a disclosure that the caller is an AI assistant acting on behalf of the Client’s community and to inform the recipient that the call may be recorded for quality and service delivery purposes.
Nature of AI conversations. The AI calling system is generative in nature. While WarmLead configures the AI based on approved call frameworks and information provided by the Client, individual conversations will vary and the AI may phrase things differently from call to call. WarmLead will use commercially reasonable efforts to ensure the AI accurately reflects the information provided by the Client, but cannot guarantee that every statement made by the AI will be verbatim from approved materials. The Client is responsible for providing accurate and current information about their community, including pricing, availability, services, and amenities. If the Client becomes aware of any inaccuracy in AI calls, they should notify WarmLead promptly so corrections can be made.
AI accuracy and liability. The Client acknowledges that generative AI technology is inherently variable and that individual AI statements may occasionally differ from approved materials despite commercially reasonable configuration and monitoring by WarmLead. Where an AI misstatement occurs due to the generative nature of the technology (and not due to incorrect information provided by the Client), WarmLead’s sole obligation is to correct the AI configuration promptly upon becoming aware of the issue. WarmLead is not liable for damages arising from individual AI misstatements provided it has exercised commercially reasonable care in configuring, monitoring, and correcting the system. This limitation does not apply where WarmLead has acted with gross negligence or willful misconduct in configuring or maintaining the AI system.
Standard of care. For purposes of this agreement, “commercially reasonable care” in configuring, monitoring, and correcting the AI calling system includes: (a) configuring the AI based on the information provided by the Client and approved call frameworks; (b) testing AI call flows before initial launch and after material configuration changes; (c) periodic review of AI call recordings as part of WarmLead’s ongoing optimization process; (d) correcting identified inaccuracies in AI configuration within a reasonable timeframe after becoming aware of them; and (e) keeping the AI platform and its integrations reasonably current. This standard reflects what a competent service provider in the AI communications industry would do under similar circumstances and does not require WarmLead to review every individual call in real time or guarantee that the AI will never make an inaccurate statement.
Client monitoring. The Client is encouraged to periodically review AI call recordings through the reporting dashboard provided by WarmLead. If the Client identifies any inaccuracies or concerns with AI call content, prompt notification to WarmLead will allow for timely correction. If AI call recordings are available to the Client and the Client does not raise concerns within 30 days of a recording becoming available, the Client is deemed to have accepted the AI’s performance during that period for purposes of any claim under this agreement.
Right to suspend. WarmLead reserves the right to refuse to implement or to suspend any campaign content, ad creative, or AI call content that WarmLead reasonably believes could violate applicable laws, advertising platform policies, or regulatory requirements. In such cases, WarmLead will notify the Client promptly and work to find compliant alternatives.
WarmLead operates from Ottawa, Canada. WarmLead will use commercially reasonable efforts to ensure that all communications sent on behalf of the Client, including emails, SMS messages, and AI phone calls, comply with applicable Canadian regulations. This includes configuring the system so that:
The Client is responsible for ensuring that any contact lists provided to WarmLead have been collected with appropriate consent. WarmLead relies on the accuracy and legality of the contact information and consent records provided by the Client and is not liable for regulatory violations arising from inaccurate, incomplete, or non compliant data provided by the Client.
Client indemnifies WarmLead: The Client agrees to indemnify and hold harmless WarmLead from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) content, data, materials, or contact lists provided by the Client, including any claims that such materials infringe on third party rights or violate applicable laws; (b) false, misleading, or inaccurate information provided by the Client about their community, services, pricing, or availability, including any third party claims by leads or prospective residents who relied on such information as communicated by the AI calling system, advertising campaigns, or landing pages; (c) the Client’s failure to meet their responsibilities under Section 8; or (d) third party claims arising from the Client’s own conduct, operations, or misrepresentations regarding their community.
WarmLead indemnifies Client: WarmLead agrees to indemnify and hold harmless the Client from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) WarmLead’s negligence or willful misconduct in delivering the services; (b) WarmLead’s failure to comply with applicable laws or regulations as described in Sections 10 and 11; or (c) any breach of the confidentiality or data protection obligations in Sections 6 and 7.
The indemnifying party’s obligation is conditional on the other party providing prompt written notice of any claim and reasonable cooperation in its defense. The indemnifying party will have the right to control the defense of any such claim, provided it does not settle without the other party’s consent where the settlement would impose obligations on or admit fault by the indemnified party.
Indemnification obligations under this section are not subject to the general liability limitation in Section 9. Each party’s indemnification liability for third party claims, regulatory fines or penalties, and data breaches is uncapped, reflecting the principle that each party bears full responsibility for losses caused by its own materials, conduct, or non compliance.
Relationship to AI accuracy provisions. To the extent that a claim, fine, or loss arises from an AI misstatement that falls within the scope of Section 10 (AI accuracy and liability), Section 10 governs WarmLead’s liability for that claim. WarmLead’s indemnification obligations under this section do not override or expand the liability limitations set out in Section 10 for AI related matters, except where WarmLead has acted with gross negligence or willful misconduct as described in Section 10.
Neither party will be liable for delays or failures in performance resulting from events beyond their reasonable control. This includes, but is not limited to: natural disasters, pandemics, government orders or regulatory changes, internet or telecommunications outages, third party platform outages or policy changes (including Google Ads, Meta, or AI communication providers), cyberattacks, and acts of war or terrorism.
If a force majeure event prevents WarmLead from delivering services for more than 30 consecutive days, either party may terminate this agreement with written notice, and the Client will receive a prorated refund for any prepaid period during which services were unavailable.
Client specific materials. All materials created specifically for the Client, including ad copy, landing page content, AI call scripts, and campaign creative, are assigned to the Client upon full payment for the month in which they were created. The Client may continue to use these materials after the engagement ends.
WarmLead systems and templates. WarmLead retains ownership of its underlying systems, processes, methodologies, templates, and any pre existing intellectual property. This includes WarmLead’s CRM configurations, automation workflows, reporting templates, and AI training frameworks. Nothing in this agreement transfers ownership of WarmLead’s core platform or tools to the Client.
Non infringement. WarmLead represents that materials it creates for the Client will be original work and will not knowingly infringe on the intellectual property rights of any third party. The Client represents the same with respect to any materials, logos, images, or content it provides to WarmLead.
When this agreement ends, here is what happens:
If a disagreement arises under this agreement, the parties will first attempt to resolve it through good faith discussion between their respective principals. If the matter is not resolved within 30 days, either party must refer the dispute to mediation administered by a mutually agreed upon mediator in Ottawa, Ontario, before commencing any legal proceedings. The costs of mediation will be shared equally. Neither party may initiate court proceedings relating to a dispute under this agreement unless mediation has been attempted and has either concluded without resolution or one party has failed to participate in mediation within 30 days of a written request to do so.
If mediation does not resolve the dispute within 60 days of referral, either party may pursue legal remedies in the courts of the Province of Ontario, which will have exclusive jurisdiction over any proceedings.
This agreement represents the complete understanding between both parties regarding the services described. Routine operational communications such as campaign updates, performance discussions, or scheduling changes do not constitute amendments to this agreement.
Amendments to the Service Agreement. Changes to the core commercial terms of the Service Agreement (including fees, scope of services, and payment terms) require a written document that explicitly references this agreement and is acknowledged by both parties.
Updates to these Terms of Service. WarmLead may update these Terms of Service from time to time to reflect changes in its practices, technology, legal requirements, or regulatory guidance. WarmLead will provide the Client with at least 30 days written notice (by email) before any material changes take effect, along with a summary of what has changed. If the Client does not agree to the updated terms, the Client may cancel the agreement in accordance with Section 5 before the changes take effect. Continued use of WarmLead’s services after the effective date of updated Terms constitutes acceptance of the updated Terms. Non material changes (such as clarifications, formatting, or corrections that do not alter the rights or obligations of either party) may be made without advance notice, but will be reflected in the “Last updated” date at the top of these Terms.
This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
If any provision of this agreement is found to be unenforceable, the rest of the agreement remains in full effect.
Neither party may assign this agreement without the other’s written consent, except in the case of a merger, acquisition, or sale of substantially all assets.
All notices required under this agreement will be sent by email to the addresses provided in the Service Agreement or to any updated address communicated in writing during the engagement.
The failure of either party to enforce any provision of this agreement at any time does not constitute a waiver of that provision or of the right to enforce it at a later date.
Claims limitation period. Any claim arising under or related to this agreement must be brought within 12 months of the date the claiming party became aware (or reasonably should have become aware) of the events giving rise to the claim, or within 12 months of the termination of this agreement, whichever is later. This limitation applies to all claims regardless of form, including breach of contract, negligence, and indemnification claims, except where a shorter limitation period is specified elsewhere in this agreement or where applicable law requires a longer period that cannot be contractually shortened.
The following sections will survive the termination or expiration of this agreement: Section 1 (Parties, to the extent it addresses personal liability limitations), Section 5 (Term and Cancellation, to the extent it addresses termination for cause and post termination obligations), Section 6 (Data Ownership), Section 7 (Confidentiality), Section 8 (Client Responsibilities, to the extent relevant to any claim or defense arising from events during the engagement), Section 9 (Results and Liability), Section 10 (Advertising Platform Terms, to the extent it addresses AI accuracy and liability), Section 12 (Indemnification), Section 14 (Intellectual Property), Section 16 (Dispute Resolution), and this Section 17 (General Terms).