Customer Service Agreement

Between Ninja Communication ("Service Provider") and the Client executing this Agreement. Governs call center, outbound SMS, and back-office customer service functions performed on the Client's behalf.

Recitals

1.Definitions

2.Scope of Services

2.1. Services

Service Provider shall provide the following categories of services to Client:

1. Inbound call center services, including answering incoming calls from Consumers on Client's behalf;
2. Outbound call center services, including placing outgoing calls to Consumers for appointment reminders, status updates, and other informational or customer-service purposes;
3. Outbound SMS campaigns delivered through GoHighLevel automations, including appointment reminders, status updates, and other informational or customer-service messaging; and
4. Read-only access to Client's customer relationship management system (the "CRM System") for information-retrieval purposes necessary to perform the Services.

2.2. Brand Presentation

Service Provider's agents shall present themselves to Consumers as representatives of Client's brand and shall not identify themselves as employees or agents of Ninja Communication or any entity other than Client, unless otherwise directed by Client in writing.

2.3. CRM Access Restrictions

Service Provider's access to Client's CRM System is limited to read-only, information-retrieval purposes. Service Provider shall not modify, delete, export, download, copy, or transfer any data from Client's CRM System except as strictly necessary to perform the Services and as authorized by Client. Service Provider shall not use any CRM data for any purpose other than performing the Services.

3.Exclusions and Limitations on Services

3.1. No Credit Repair Services

Service Provider does not perform any credit repair services as defined under CROA or any analogous state law. Service Provider shall not:

1. advise, counsel, or assist any Consumer regarding improvement of a credit record, credit history, or credit rating;
2. prepare, draft, submit, or transmit any dispute letter, goodwill letter, debt validation letter, or similar communication to any creditor, credit bureau, or third party on behalf of any Consumer;
3. make any representation, guarantee, or promise to any Consumer regarding credit score improvement, debt resolution, or credit report changes;
4. exercise any judgment, discretion, or decision-making authority regarding the handling, strategy, or resolution of any Consumer's credit-related matter; or
5. hold itself out, or permit itself to be held out, as a credit repair organization, credit counselor, or provider of credit-related advisory services.

3.2. Scripts and Templates

Service Provider may draft proposed call scripts, SMS templates, and messaging content for use in performing the Services. No script, template, or messaging content shall be used until Client has reviewed and approved such materials in writing (including email). Client's approval constitutes Client's confirmation that such materials comply with all applicable laws, including CROA, the Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. § 227 et seq., the Telemarketing Sales Rule ("TSR"), 16 C.F.R. Part 310, and applicable state telemarketing and consumer protection laws. Service Provider shall not deviate from Approved Materials without Client's prior written consent.

3.3. Informational and Customer Service Only

All outbound calls and SMS messages placed or sent by Service Provider shall be strictly informational and customer-service in nature. Service Provider shall not engage in any sales, marketing, upselling, cross-selling, or promotional activities unless expressly authorized in a signed SOW accompanied by Client's written confirmation that all applicable regulatory consents and disclosures have been obtained.

3.4. No Payment Processing

Service Provider shall not collect, process, handle, or store any payment information, including credit or debit card numbers, bank account numbers, or other financial payment instruments, on behalf of Client or any Consumer.

3.5. No Legal Advice

Service Provider shall not provide legal advice, legal opinions, or legal recommendations to any Consumer or to Client.

4.Client Responsibilities

4.1. Regulatory Compliance

Client represents, warrants, and covenants that it is, and shall remain throughout the term of this Agreement, in compliance with all applicable federal and state laws governing its business, including:

1. CROA, 15 U.S.C. § 1679 et seq.;
2. TCPA, 47 U.S.C. § 227 et seq., and all implementing FCC regulations;
3. TSR, 16 C.F.R. Part 310;
4. the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. § 1681 et seq.;
5. the Gramm-Leach-Bliley Act ("GLBA"), 15 U.S.C. § 6801 et seq., to the extent applicable;
6. the CAN-SPAM Act, 15 U.S.C. § 7701 et seq.;
7. all applicable state credit repair, telemarketing, consumer protection, and data privacy laws; and
8. all applicable federal and state Do-Not-Call registry requirements.

4.2. Consent and Contact Lists

Client is solely responsible for:

1. obtaining, documenting, and maintaining all consents, authorizations, opt-ins, and permissions from Consumers required under TCPA, TSR, state law, and any other applicable law before Service Provider contacts such Consumers by telephone or SMS;
2. providing Service Provider with accurate, lawful, and up-to-date contact lists scrubbed against all applicable federal and state Do-Not-Call registries and internal suppression lists;
3. promptly notifying Service Provider of any Consumer opt-out, revocation of consent, or Do-Not-Call request, and providing updated suppression lists on a timely basis; and
4. ensuring that all contact information and Consumer Data provided to or made accessible to Service Provider is accurate, lawfully obtained, and lawfully shared for purposes of the Services.

4.3. CRM Access

Client shall provide Service Provider with appropriate credentials and access permissions to the CRM System as necessary to perform the Services. Client is responsible for configuring CRM access permissions to limit Service Provider's access to the data and functions necessary for the Services.

4.4. Approval of Materials

Client shall review and approve or reject any proposed scripts, templates, or messaging content submitted by Service Provider within five (5) business days of receipt. No materials shall be used until Client provides written approval.

4.5. No Misrepresentation of Service Provider

Client shall not represent or hold out Service Provider as a credit repair organization, credit counselor, or provider of credit repair services. Client shall not include Service Provider's name or brand in any consumer-facing disclosures required under CROA or similar laws in a manner that suggests Service Provider is responsible for credit repair outcomes.

4.6. Compliance Materials

If Client maintains written compliance scripts, required disclaimers, or compliance policies, Client shall provide such materials to Service Provider before commencement of Services and promptly upon any update. Service Provider shall incorporate such requirements into its operations to the extent clearly communicated by Client in writing.

5.Relationship of the Parties

5.1. Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency relationship between the Parties. Service Provider's agents present themselves under Client's brand solely for purposes of Consumer-facing communications as described in Section 2.2; this does not create an agency or employment relationship between the Parties.

5.2. No Authority to Bind

Service Provider has no authority to bind Client to any contract, obligation, or commitment, or to make any representation on Client's behalf, except as set forth in Approved Materials or as otherwise authorized by Client in writing.

5.3. Personnel

Service Provider shall hire, supervise, direct, compensate, and terminate its own personnel. Service Provider is solely responsible for all compensation, benefits, taxes, insurance, and other obligations relating to its personnel.

5.4. Offshore Personnel

Service Provider's personnel may be located outside of the United States, including the Dominican Republic. Client consents to Service Provider's use of offshore personnel for the Services, including remote access to Client's CRM System from such locations. All offshore personnel are subject to the confidentiality, data security, and compliance obligations set forth in this Agreement.

5.5. No Direct Consumer Relationship

Service Provider's sole contractual relationship is with Client. Service Provider has no direct contractual, fiduciary, or advisory relationship with any Consumer. All Consumer interactions performed by Service Provider are on behalf of, and at the direction of, Client.

6.Confidentiality and Data Security

6.1. Confidentiality Obligations

Each Party shall (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose the other Party's Confidential Information to any third party except as permitted under Section 6.2 or as required by law; and (c) not use the other Party's Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement.

6.2. Permitted Disclosures

A Party may disclose the other Party's Confidential Information to its employees, agents, and contractors who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section 6. The disclosing Party remains responsible for any breach by such recipients.

6.3. Subcontractors

Service Provider shall not engage any subcontractor to perform any portion of the Services involving access to Consumer Data or Confidential Information without Client's prior written consent. Any approved subcontractor shall be bound by confidentiality and data security obligations no less protective than those in this Section 6, and Service Provider shall remain responsible for such subcontractor's compliance.

6.4. Consumer Data Processing

With respect to Consumer Data, Service Provider acts as a service provider and data processor on behalf of Client. Service Provider shall:

1. access, use, and process Consumer Data solely for the purpose of performing the Services;
2. not sell, rent, lease, or disclose Consumer Data to any third party except as required by applicable law or authorized by Client in writing;
3. not retain Consumer Data beyond the period necessary to perform the Services, except as required by applicable law;
4. implement and maintain reasonable administrative, technical, and physical safeguards to protect Consumer Data against unauthorized access, use, disclosure, alteration, or destruction, taking into account the sensitivity of the data (including Social Security numbers); and
5. restrict access to Consumer Data to those personnel who require such access to perform the Services and who have been trained on data handling obligations.

6.5. Social Security Number Protections

Without limiting Section 6.4, Service Provider shall:

1. prohibit personnel from copying, downloading, photographing, screen-capturing, or otherwise extracting Social Security numbers from the CRM System, except as strictly necessary to perform the Services within the CRM System itself;
2. prohibit storage of Social Security numbers on local devices, personal devices, removable media, or any system outside of Client's CRM System;
3. restrict verbal communication of full Social Security numbers to Consumers only when reasonably necessary for identity verification purposes; and
4. promptly report any suspected or confirmed unauthorized access to or disclosure of Social Security numbers in accordance with Section 6.6.

6.6. Security Incident Notification

If Service Provider becomes aware of any confirmed or reasonably suspected unauthorized access to, acquisition of, use of, or disclosure of Consumer Data, Service Provider shall (a) notify Client in writing within forty-eight (48) hours of becoming aware of the incident; (b) provide Client with reasonably available information regarding the nature and scope of the incident; (c) cooperate with Client in investigating and remediating the incident; and (d) take reasonable steps to contain and mitigate its effects. Client is solely responsible for all Consumer notifications, regulatory filings, and other breach response obligations required by applicable law, at Client's cost.

6.7. Return or Destruction

Upon termination or expiration of this Agreement, or upon Client's written request, Service Provider shall promptly return or destroy all Confidential Information and Consumer Data in its possession or control, except to the extent retention is required by applicable law. Service Provider shall certify such return or destruction in writing upon Client's request.

6.8. Survival

The obligations of this Section 6 survive termination or expiration of this Agreement for three (3) years, except that obligations relating to Social Security numbers and Consumer Data survive indefinitely to the extent required by applicable law.

7.Fees and Payment

7.1. Fees

Client pays the recurring monthly fee and one-time onboarding fee selected on the Service Order, plus overage charges of $2.00 per call above the tier's included monthly allotment. A "call" for overage-counting purposes is any inbound, outbound, update, or Credit Monitoring Issue (CMI) interaction, billed per ten (10) minutes of handling time.

7.2. Invoicing and Payment

Service Provider bills Client's payment method on file on the activation date and the same calendar day each month thereafter. Overage charges are billed monthly in arrears.

7.3. Late Payments

Amounts not paid when due accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.

7.4. Disputed Invoices

If Client disputes any portion of an invoice in good faith, Client shall pay all undisputed amounts by the due date, provide written notice of the dispute with reasonable supporting detail within ten (10) days of the invoice date, and cooperate with Service Provider to resolve the dispute promptly. Failure to provide timely notice of a dispute constitutes acceptance of the invoice.

8.Term and Termination

8.1. Term

This Agreement commences on the Effective Date and continues on a month-to-month basis.

8.2. Termination for Convenience

Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice.

8.3. Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if (a) the other Party commits a material breach and fails to cure within fifteen (15) days after written notice specifying the breach; or (b) the other Party becomes insolvent, files for bankruptcy, has a receiver or trustee appointed over its assets, or ceases to conduct business in the ordinary course.

8.4. Additional Termination Rights of Service Provider

Service Provider may terminate this Agreement immediately upon written notice if (a) Client fails to pay any undisputed amount within fifteen (15) days after the due date; (b) Service Provider reasonably determines that Client's instructions, contact lists, scripts, or business practices violate applicable law and Client fails to cure within ten (10) days of written notice; or (c) Client breaches any representation or warranty in Section 4.1 or Section 9.2.

8.5. Effect of Termination

Upon termination or expiration: (a) Client shall pay Service Provider for all Services performed through the effective date of termination within fifteen (15) days of Service Provider's final invoice; (b) each Party shall return or destroy the other Party's Confidential Information in accordance with Section 6.7; (c) Client shall immediately revoke Service Provider's access to Client's CRM System; and (d) Sections 3, 5.5, 6, 7.3, 7.4, 9, 10, 11, and 12 survive termination.

9.Representations and Warranties

9.1. Mutual Representations

Each Party represents and warrants that it is duly organized, validly existing, and in good standing; has full authority to enter into this Agreement and perform its obligations; and execution and performance do not conflict with any other agreement to which it is a party.

9.2. Client Representations

Client represents and warrants that: (a) it is duly registered and licensed as required under CROA and all applicable state credit repair laws; (b) all contact lists, Consumer Data, and CRM information provided to or made accessible to Service Provider have been lawfully obtained and may lawfully be shared with Service Provider; (c) it has obtained and shall maintain all consents required under TCPA, TSR, and applicable state law; (d) its business practices, consumer agreements, and disclosures comply in all material respects with applicable law; and (e) it shall promptly notify Service Provider of any government investigation, enforcement action, or regulatory inquiry that may affect the Services.

9.3. Service Provider Representations

Service Provider represents and warrants that it shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards, and shall comply with all Approved Materials and Client's written compliance instructions.

9.4. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SERVICE PROVIDER DOES NOT WARRANT ANY PARTICULAR OUTCOME, RESULT, OR LEVEL OF CONSUMER SATISFACTION.

10.Indemnification

10.1. Indemnification by Client

Client shall indemnify, defend, and hold harmless Service Provider and its officers, directors, members, managers, employees, agents, and contractors from and against any claims, demands, losses, damages, liabilities, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Client's breach of any representation, warranty, or obligation; (b) Client's violation of CROA, TCPA, TSR, FCRA, GLBA, CAN-SPAM, or other applicable law; (c) any claim by a Consumer, regulatory body, or third party arising from Client's credit repair services, consumer agreements, or business practices; (d) contact lists, consents, or authorizations provided by or required to be obtained by Client; (e) any claim that Service Provider is a credit repair organization as a result of performing the Services; or (f) any data breach caused by Client's systems, CRM platform, or third-party vendors.

10.2. Indemnification by Service Provider

Service Provider shall indemnify Client for (a) its breach of this Agreement; (b) its gross negligence or willful misconduct in performing the Services; or (c) any data breach caused by its failure to maintain reasonable data security safeguards under Section 6.

10.3. Indemnification Procedures

The indemnified Party shall provide prompt written notice of any claim, grant the indemnifying Party sole control of the defense and settlement (with consent for settlements imposing liability on the indemnified Party, not unreasonably withheld), and cooperate at the indemnifying Party's expense.

11.Limitation of Liability

11.1. Cap on Liability

EXCEPT FOR OBLIGATIONS UNDER SECTION 6, SECTION 10, OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SERVICE PROVIDER'S TOTAL AGGREGATE LIABILITY TO CLIENT UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2. Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL. THIS EXCLUSION DOES NOT APPLY TO LIABILITY ARISING FROM BREACH OF SECTION 6, INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR WILLFUL MISCONDUCT.

12.Governing Law and Dispute Resolution

12.1. Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles.

12.2. Jurisdiction and Venue

Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Dallas County, Texas. Each Party irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue.

12.3. Attorneys' Fees

In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing Party.

13.General Provisions

13.1. Entire Agreement

This Agreement, together with each Service Order, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

13.2. Amendments

This Agreement may not be amended except by a written instrument signed or electronically acknowledged by both Parties.

13.3. Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign to a successor in a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations.

13.4. Notices

Notices are delivered by email to the addresses specified by each Party and are effective when sent, provided no automated failure notification is received.

13.5. Severability

If any provision is held invalid, illegal, or unenforceable, the remaining provisions continue in full force. The invalid provision is modified to the minimum extent necessary to make it enforceable while preserving original intent.

13.6. Waiver

No waiver of any provision is effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right constitutes a waiver of such right.

13.7. Force Majeure

Neither Party is liable for failure or delay in performing its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, telecommunications failures, power outages, or internet disruptions.

13.8. Counterparts and Electronic Acceptance

This Agreement may be accepted electronically. Clicking the acknowledgment checkbox on a Service Order and completing payment constitutes acceptance of this Agreement and creates a binding contract between the Parties.

13.9. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No Consumer or other third party has any right, benefit, or remedy under this Agreement.

13.10. Publicity

Neither Party shall use the other Party's name, logo, or trademarks in any public statement, press release, or marketing material without the other Party's prior written consent.