Service Agreement

This Service Agreement (the “AGREEMENT”) is entered into by and between Newman Intelligence Group, LLC, which operates under the trade name Cardinal 23, an Oklahoma Limited Liability Company (the “FIRM”, “CARDINAL 23″), and the firm, company, organization, or individual using CARDINAL 23’s services (the “CLIENT”) (individually, a “PARTY,” and collectively, the “PARTIES”). By using CARDINAL 23’s services, CLIENT agrees to the terms of this AGREEMENT. In consideration of the mutual terms and conditions hereinafter set forth, the PARTIES agree as follows:

EFFECTIVE DATE. This AGREEMENT shall become effective as of the date CLIENT fills out the order form to utilize CARDINAL 23’s services (“EFFECTIVE DATE”).

CONDITIONS. This AGREEMENT will not take effect, and CARDINAL 23 shall have no obligation to provide the requested services until CLIENT acknowledges their understanding and agreement to the terms of this AGREEMENT by checking the designated box and paying the upfront payment for services. Failure to acknowledge this AGREEMENT by checking the box and making the required upfront payment (excluding additional services that may be billed later if selected after the initial agreement) shall render this AGREEMENT null and void. Only upon acknowledgment and payment shall FIRM be bound to provide the requested services in accordance with the terms outlined in this AGREEMENT.

DESCRIPTION OF SERVICES. CARDINAL 23 will perform the duties offered to CLIENT on its website, including providing Mobile Notary services, administering oaths or affirmations, witnessing signatures, and certifying copies of documents (the “SERVICES”).

RUSH APPOINTMENTS AND TIMELY REQUESTS. While CARDINAL 23 will make its best effort to honor appointment requests within the specified 2-hour window for urgent services, there are certain limitations. Under no circumstances will FIRM be liable for any damages (including but not limited to punitive, indirect, consequential, or special damages) resulting from the inability to complete a scheduled appointment within the requested timeframe, whether due to scheduling conflicts, unforeseen circumstances, or issues on the part of CLIENT. It is CLIENT’s responsibility to ensure all necessary documents and forms of identification are prepared in advance to avoid delays.

INVOICES AND PAYMENTS. CLIENT agrees to make advance payments to CARDINAL 23 for SERVICES based on the prices specified on the website/order form or through mutual agreement. Mileage fees are calculated based on the distance entered by CLIENT using the provided Google Maps link. In cases where the actual mileage significantly exceeds the original estimate, FIRM reserves the right to charge CLIENT for the additional mileage. This may be done either on the spot using a mobile payment solution or through a separate invoice after the appointment. CLIENT agrees to receive invoices exclusively by email. Upon request in writing, hard copies of invoices can be provided by CARDINAL 23. Payment for invoices are due within thirty (30) calendar days of receipt. FIRM reserves the right to charge for additional services rendered during the appointment.

DELINQUENT ACCOUNTS. In the event any payment due to CARDINAL 23 has not been paid when due, CLIENT agrees to pay all costs of collection plus a service charge on any delinquent balance at the rate of 5% in addition to the statutory rate for judgment interest. If collection efforts become necessary, as determined by FIRM, CLIENT will be responsible for paying any costs of collection, including attorneys’ fees. Furthermore, any accounts that remain outstanding for thirty (30) calendar days or more will begin to accrue interest at the rate of 1.5% per month (Annual Percentage Rate of 18% per year).

ACCEPTANCE OF CHARGES. CLIENT agrees that any billing errors must be promptly reported to CARDINAL 23 in writing within thirty (30) calendar days of receiving the invoice. If CLIENT has not notified FIRM of billing errors within this timeframe, the invoices shall be deemed accepted as accurate and appropriate billing. In such cases, CLIENT agrees to pay for the charges indicated in the statement in full, without adjustments of any kind.

REFUNDS. Once a notarization appointment has been completed, no refunds will be available. If CLIENT contacts CARDINAL 23 prior to the scheduled appointment and requests to cancel or reschedule, a full refund may be issued or credited to CLIENT’s account, based on their preference. In the event of a termination of this AGREEMENT before the scheduled appointment, refunds will be considered based on the terms outlined in this AGREEMENT.

RESPONSIBILITIES OF CARDINAL 23. CARDINAL 23 will perform the agreed-upon SERVICES professionally and accurately as scheduled. FIRM will keep CLIENT informed of any significant changes or issues that may arise during the signing process. All inquiries and communications from CLIENT will be responded to in a timely manner. Invoices for services rendered, including any applicable surcharges or additional fees, will be provided promptly upon completion of the appointment for immediate review and payment.

RESPONSIBILITIES OF CLIENT. CLIENT agrees to cooperate fully and provide truthful information to FIRM. To facilitate the notarial services, CLIENT shall ensure all necessary documents are prepared and available at the time of the appointment. Additionally, CLIENT will provide accurate contact information and notify CARDINAL 23 promptly of any changes to appointment details or other relevant information, including location, identification, additional witness(es), or additional notarial acts, if needed.

RETENTION OF CARDINAL 23. By engaging FIRM for SERVICES, CLIENT acknowledges and agrees that their contractual obligations are with CARDINAL 23. FIRM may, from time to time, utilize qualified notaries, agents, or representatives to perform the requested notarial services. CLIENT understands that the notarial tasks may be carried out by individuals contracted by FIRM. CLIENT further understands that support personnel or other contracted notaries may also assist with the completion of services on behalf of CARDINAL 23.

BUSINESS HOURS. CARDINAL 23’s business hours are from 8:00 a.m. to 5:00 p.m., Monday – Friday. FIRM is closed on all Federal Holidays; however, appointments may be scheduled on those holidays for notary services with an additional surcharge.

COMMUNICATION. For the efficient provision of services and account-related matters, CLIENT agrees to provide a valid telephone number and expressly consents to receive communications from FIRM or its authorized agents at all telephone numbers provided, including cellular telephones. CLIENT also consents to the use of text messaging for informational and account-related service calls, but not for telemarketing or sales calls. By providing their contact information, CLIENT acknowledges and agrees to receive essential communication related to their account and the services provided by CARDINAL 23.

TERM AND CANCELLATION. This AGREEMENT will automatically terminate upon the completion of the notarial services required under this AGREEMENT. CLIENT may cancel or reschedule an appointment without penalty by providing notice at least one (1) hour before the scheduled appointment time. Cancellations made less than one (1) hour before the scheduled appointment time may be subject to a cancellation fee as outlined in the Payment Terms. Either PARTY may terminate this AGREEMENT immediately if the other PARTY breaches any material term or condition of this AGREEMENT and fails to remedy the breach within ten (10) calendar days after receiving written notice of the breach. Upon termination of this AGREEMENT, any outstanding payment obligations and confidentiality provisions shall survive termination.

LIMITATION OF LIABILITY, AGGREGATE LIABILITY. To the extent permitted by applicable law, (a) in no event shall CARDINAL 23 be liable to CLIENT under any legal theory for any special, indirect, consequential, exemplary, or incidental damages, including, but not limited to, lost profits, loss of data, business interruption, or reputational harm, arising out of or relating to this AGREEMENT, even if FIRM has been advised of the possibility of such damages; and (b) in no event shall the aggregate liability arising out of or relating to this AGREEMENT (regardless of the form of action giving rise to such liability, whether in contract, tort, or otherwise) exceed the fees paid by CLIENT to FIRM for the services provided within the past three (3) months.

GOVERNING LAW; FORUM. This AGREEMENT will be governed by and construed in accordance with the laws of the State of Oklahoma, United States, without regard to its conflict of law principles. The PARTIES agree to submit to the exclusive jurisdiction of the federal and state courts located within the State of Oklahoma, and any legal proceedings arising out of or related to this AGREEMENT will be brought solely in such courts.

SUCCESSORS AND ASSIGNS. CLIENT may not assign its rights or obligations under this AGREEMENT without the prior written consent of CARDINAL 23. FIRM may assign its rights or obligations under this AGREEMENT upon notice to CLIENT, and such assignment will be binding at the time of receipt of such notice.

WAIVER AND MODIFICATION. If a PARTY waives any term, provision, or breach of this AGREEMENT, such waiver will not be effective unless it is in writing. No waiver by a PARTY of a breach of this AGREEMENT will constitute a waiver of any other or subsequent breach by the other PARTY. This AGREEMENT may be modified only by the PARTIES’ mutual written agreement.

CONFIDENTIALITY. CARDINAL 23, along with its employees, agents, or representatives, agrees not to use for personal benefit, disclose, or communicate in any manner, either directly or indirectly, any information that is proprietary to CLIENT (“CONFIDENTIAL INFORMATION”). FIRM and its employees, agents, and representatives will protect such CONFIDENTIAL INFORMATION and treat it as strictly confidential.

CONTINUATION OF OBLIGATIONS. The obligations of confidentiality and non-disclosure outlined in this AGREEMENT shall continue to be effective after the termination or expiration of this AGREEMENT.

LIMITED WAIVER. Any oral or written waiver by CLIENT of confidentiality obligations, allowing CARDINAL 23 to disclose CONFIDENTIAL INFORMATION to a third PARTY, will be limited to a single occurrence, specific to the information disclosed to that third PARTY. Confidentiality obligations will continue to apply for all other information and circumstances.

DEFAULT. The following shall constitute a material default under this AGREEMENT:

1. Failure to make the required payment when due.
2. The insolvency or bankruptcy of either PARTY.
3. The subjection of either PARTY’s property to any levy, seizure, general assignment for the benefit of creditors, or sale for or by any creditor or government agency.
4. Failure to deliver or make available the SERVICES in the time and manner provided for in this AGREEMENT.

ATTORNEYS’ FEES AND COLLECTION COSTS. In the event of a dispute relating to any provision of this AGREEMENT, the prevailing PARTY shall be entitled to recover from the non-prevailing PARTY all costs and expenses incurred in the dispute, including but not limited to court costs, out-of-pocket collection costs, and reasonable attorney fees.

REMEDIES. In addition to any other rights a PARTY may have under the law, if a PARTY defaults by failing to substantially perform any provision, term, or condition of this AGREEMENT (including, but not limited to, failure to make a payment when due), the other PARTY may terminate the AGREEMENT by providing written notice to the defaulting PARTY. This notice must describe the nature of the default in sufficient detail. The defaulting PARTY will have ten (10) calendar days from the effective date of the notice to cure the default(s). If the default is not cured within that time, and unless waived in writing, the AGREEMENT will automatically terminate.

FORCE MAJEURE. If the performance of this AGREEMENT or any obligation under this AGREEMENT is prevented, restricted, or interfered with by circumstances beyond either PARTY’s reasonable control (“FORCE MAJEURE“), and if the affected PARTY provides prompt written notice to the other PARTY of such event, the obligations of the PARTY invoking this provision shall be suspended to the extent necessary due to such event. FORCE MAJEURE includes, but is not limited to, acts of God, plagues, epidemics, pandemics, outbreaks of infectious disease or other public health crises (including quarantine or other employee restrictions), fire, explosion, vandalism, storms, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, strikes, lock-outs, work stoppages, labor disputes, or supplier failures. The excused PARTY shall make reasonable efforts to avoid or mitigate the effects of the FORCE MAJEURE event and resume performance as soon as the cause is removed. An act or omission shall not be considered beyond a PARTY’s reasonable control if it was caused by the PARTY or its employees, officers, agents, or affiliates.

DISPUTE RESOLUTION. The PARTIES will attempt to resolve any dispute arising out of or relating to this AGREEMENT through good-faith negotiations. If the dispute is not resolved within thirty (30) calendar days, the PARTIES agree to proceed with the Alternative Dispute Resolution (ADR) procedure outlined below.

BINDING ARBITRATION. Any controversies or disputes arising out of or relating to this AGREEMENT will be resolved through binding arbitration, conducted in accordance with the rules of the American Arbitration Association. The arbitrator’s decision shall be final, and judgment upon the award may be entered in any court of competent jurisdiction. The PARTIES agree that arbitration shall be the exclusive remedy for any dispute, and waive their right to bring claims in court, except for the enforcement of the arbitrator’s decision.

ENTIRE AGREEMENT. This AGREEMENT constitutes the complete and final agreement between the PARTIES with respect to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations, or understandings, whether written or oral, relating to the same subject matter. No other terms, representations, or agreements shall modify this AGREEMENT unless made in writing and signed by both PARTIES.

SEVERABILITY. If any provision of this AGREEMENT is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable while maintaining its original intent. If such modification is not possible, the provision shall be deemed removed, and the remaining provisions of this AGREEMENT shall remain in full force and effect.

AMENDMENT. This AGREEMENT may be amended or modified only in writing, with the mutual consent of both PARTIES. Any amendment must be signed by the PARTY against whom enforcement of the amendment is sought.

NOTICE. Any notice required or permitted under this AGREEMENT to CLIENT shall be in writing and may be delivered via electronic transmission. The notice will be deemed effective upon acknowledgment of receipt of the transmission or 24 hours after sending, provided no bounce-back notification is received. Notices to CARDINAL 23 shall be sent by certified mail to PO Box 20155, Oklahoma City, OK 73156, ATTN: David Newman, and will be deemed effective upon delivery. Alternatively, notices to FIRM may be sent via email to david.newman@cardinal23.com and will be deemed effective upon confirmation of email delivery.

WAIVER OF CONTRACTUAL RIGHT. The failure of either PARTY to enforce any provision of this AGREEMENT shall not be construed as a waiver or limitation of that PARTY’s right to subsequently enforce and compel strict compliance with every provision of this AGREEMENT.

ATTORNEYS’ FEES TO PREVAILING PARTY. In any legal action arising from this AGREEMENT or any separate action regarding its validity, the prevailing PARTY shall be entitled to recover reasonable attorney’s fees and costs, including those incurred during appeals.

CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter of the document is waived. This AGREEMENT shall be construed as though drafted jointly by both PARTIES in a mutual effort.

ASSIGNMENT. Neither PARTY may assign or transfer its rights or obligations under this AGREEMENT without the prior written consent of the non-assigning PARTY, which consent shall not be unreasonably withheld.