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 carry out the duties offered to CLIENT on its website to retrieve documents and/or public records (the “SERVICES”). The documents and/or public records (collectively, the “DOCUMENTS”) that FIRM provides to CLIENT are for informational purposes only. CARDINAL 23 will retrieve the DOCUMENTS from the courthouse’s official records, which may be housed in various divisions, such as the public records division, in-person, or online (if available). FIRM does not review the DOCUMENTS for completeness, accuracy, or applicability to your particular needs. 

By purchasing the DOCUMENTS, you acknowledge and agree to the following:

1. CARDINAL 23 makes no representations or warranties as to the accuracy of information contained in the public records from which the DOCUMENTS were prepared.
2. CARDINAL 23 shall not be liable for any errors or omissions resulting from any inaccuracy, incompleteness, or incorrect indexing by a governmental entity.
3. CARDINAL 23 shall not be liable for any failure to locate a public record indexed under a name that was not provided to FIRM by CLIENT.
4. CARDINAL 23 shall not be liable for any failure to locate a public record if such record is located in an office or index that the CLIENT did not request FIRM to search.
5. CARDINAL 23 makes no representations or warranties as to right, title, or interest in any property.
6. All DOCUMENTS are provided to CLIENT on an “As-Is” basis with all faults and CARDINAL 23 expressly disclaims all warranties, express or implied, including the warranties of merchantability and fitness for a particular purpose.
7. CARDINAL 23 shall not be liable for any special, indirect, incidental, or consequential damages, including attorney’s fees.
8. UNDER NO CIRCUMSTANCES WILL CARDINAL 23’S AGGREGATE LIABILITY IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO YOUR DOCUMENTS EXCEED THE TOTAL AMOUNT CLIENT PAID FOR THE DOCUMENTS.
9. The DOCUMENTS provided by CARDINAL 23 are not intended for use in issuing, investigating, or underwriting any insured title product, including but not limited to title insurance policies; real estate closings; or financing/refinancing. You agree not to use, or allow any third PARTIES to use, any DOCUMENTS provided by FIRM for any purpose related to any of the foregoing.
10. You agree to indemnify and hold CARDINAL 23, including its Founder & Owner, David Newman, its officers, managers, agents, and their respective successors and assigns harmless from all claims, suits, actions, debts, damages, losses, liabilities, costs, and expenses, including attorneys’ fees (whether suit is brought or not), that FIRM, including its Founder & Owner, shall or may at any time incur resulting from your use of the DOCUMENTS for reasons contrary to these terms.
11. The foregoing terms may not be modified by a CARDINAL 23 employee or agent, either orally or in writing. The terms may only be modified in writing and signed by FIRM’s Founder & Owner, David Newman.

INVOICES AND PAYMENTS. CLIENT agrees to make advance payments to CARDINAL 23 for Services, based on the prices specified on its website/order form or through mutual agreement. Any Services not paid for upfront will be billed separately. CLIENT agrees to receive invoices exclusively by email. Upon request in writing, hard copies of invoices can be provided by FIRM. CLIENT agrees to make payment for Services within thirty (30) calendar days of receiving the invoice. CARDINAL 23 reserves the right to suspend Services if the invoice is not paid in full within this period unless both PARTIES agree on special arrangements in writing.

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 in FIRM’s sole reasonable determination to recover outstanding payments, 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 thirty (30) calendar days, the invoices shall be deemed to have been accepted by CLIENT 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. For document and record retrieval Services, refunds may be considered in the following circumstances:

1. Service Not Rendered: If CLIENT has paid for document and record retrieval Services, but the service has not been initiated, a full refund can be issued or credited to the CLIENT’s account, based on their preference.
2. Service Errors: If errors or discrepancies are identified in the delivered DOCUMENTS or records that significantly affect their usability or accuracy, refunds may be considered. Such errors must be reported by the CLIENT within 7 business days from the date of document delivery.
3. Mutual Agreement: Refunds may also be issued for other reasons upon mutual agreement between the CLIENT and FIRM, provided that both PARTIES agree on the grounds for the refund within 7 business days from the date of service delivery.

Any refunds will be issued within 10 business days of agreement or claim validation. Alternatively, at the CLIENT’s discretion, the refund amount may be credited to their account for future use with CARDINAL 23. Refunds or credit requests must be made in writing and sent to billing@cardinal23.com within the specified timeframes mentioned above. Refunds or credits will not be issued for Services where the document retrieval has been completed unless an error is identified as per the terms outlined above. This refund policy is subject to change and can be modified by mutual agreement between the PARTIES.

BUSINESS HOURS. CARDINAL 23’s business hours are from 8:00 a.m. to 5:00 p.m., Monday – Friday. FIRM observes all Federal holidays.

RESPONSIBILITIES OF CARDINAL 23. CARDINAL 23 will perform the Services called for under this AGREEMENT, keep CLIENT informed of progress and developments, and respond within a reasonable time to CLIENT’s inquiries and communications. FIRM shall bill for Services on or about the 1st of each month by sending an invoice for CLIENT’s immediate review.

RESPONSIBILITIES OF CLIENT. CLIENT agrees to cooperate and act truthfully with CARDINAL 23. To facilitate effective service, CLIENT shall provide all necessary information and/or documents in a timely manner. Additionally, CLIENT will keep FIRM reasonably informed of any relevant developments, ensuring that FIRM has the most up-to-date contact information, including CLIENT’s current address, telephone number, and email address.

RETENTION OF FIRM. By engaging FIRM for Document Retrieval, and related Services, CLIENT acknowledges and agrees that their contractual obligations are with CARDINAL 23. FIRM may utilize qualified agents or representatives to perform requested Services from time to time, and CLIENT understands that the tasks may be carried out by individuals contracted by FIRM. CLIENT further understands that support personnel from FIRM may also do work in connection with CLIENT’s case(s).

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 communications related to their account and the Services provided by CARDINAL 23.

TERM AND TERMINATION. This AGREEMENT will terminate automatically upon completion by CLIENT of the Services required by this AGREEMENT. Either PARTIES may terminate this AGREEMENT for any reason by providing written notice to the other PARTIES within 10 business days. Either PARTIES may terminate this AGREEMENT immediately if the other PARTIES breaches any material term or condition of this AGREEMENT and fails to remedy the breach within 10 business 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 total amount paid for the DOCUMENTS by the CLIENT hereunder.

GOVERNING LAW; FORUM. This AGREEMENT will be governed in all respects by the laws of the State of Oklahoma, United States. The PARTIES consent to the exclusive personal jurisdiction of the Federal and State courts located in any county within the State of Oklahoma, United States, for any matter arising out of or relating to this AGREEMENT.

NATIONWIDE SERVICE. For Services provided outside the State of Oklahoma, including nationwide service, CARDINAL 23 may subcontract work to qualified service providers. By entering into this AGREEMENT, CLIENT acknowledges and agrees that, for nationwide service, any disputes arising out of or relating to the AGREEMENT will be governed by the laws of the United States, and the PARTIES consent to the exclusive personal jurisdiction of the federal courts in a district where FIRM or its subcontractors are located.

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 PARTIES waives any term, provision, or breach of this AGREEMENT, such waiver will not be effective unless it is in writing. No waiver by a PARTIES of a breach of this AGREEMENT will constitute a waiver of any other or subsequent breach by the other PARTIES. 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 occurrence of any of the following shall constitute a material default under this AGREEMENT:

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

ATTORNEYS’ FEES AND COLLECTION COSTS. If there is a dispute relating to any provisions in this AGREEMENT, the prevailing PARTIES is entitled to, and the non-prevailing PARTIES shall pay, the costs and expenses incurred by the prevailing PARTIES in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.

REMEDIES. In addition to any and all other rights a PARTIES may have available according to law, if a PARTIES defaults by failing to substantially perform any provision, term, or condition of this AGREEMENT (including without limitation the failure to make a monetary payment when due), the other PARTIES may terminate the AGREEMENT by providing written notice to the defaulting PARTIES. This notice shall describe in sufficient detail the nature of the default. The PARTIES receiving such notice shall have ten (10) calendar days from the effective date of such notice to cure the default(s). Unless waived in writing by a PARTIES providing notice, the failure to cure the default(s) within such time shall result in the automatic termination of this AGREEMENT.

FORCE MAJEURE. If performance of this AGREEMENT or any obligation under this AGREEMENT is prevented, restricted, or interfered with by causes beyond either PARTIES’s reasonable control (“FORCE MAJEURE”), and if the PARTIES is unable to carry out its obligations gives the other PARTIES prompt written notice of such event, then the obligations of the PARTIES invoking this provision shall be suspended to the extent necessary by such event. The term FORCE MAJEURE shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused PARTIES shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a PARTIES if committed, omitted, or caused by such PARTIES, 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 friendly negotiations among the PARTIES. If the matter is not resolved by negotiation within thirty (30) calendar days, the PARTIES will resolve the dispute using the Alternative Dispute Resolution (ADR) procedure below.

BINDING ARBITRATION. Any controversies or disputes arising out of or relating to this AGREEMENT will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

ENTIRE AGREEMENT. This AGREEMENT constitutes the entire agreement between the PARTIES relating to this subject matter and supersedes all prior or contemporaneous agreements concerning such subject matter, whether written or oral.

SEVERABILITY. If a court of competent jurisdiction holds that any provision of this AGREEMENT is illegal, invalid, or unenforceable, then that provision will be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision, and the remaining provisions of this AGREEMENT shall not be affected.

AMENDMENT. This AGREEMENT may be modified or amended in writing by mutual agreement between the PARTIES if the writing is signed by the PARTIES obligated under the amendment.

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

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

ATTORNEYS’ FEES TO PREVAILING PARTIES.  In any action arising hereunder or any separate action pertaining to the validity of this AGREEMENT, the prevailing PARTIES shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.

CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both PARTIES in a mutual effort.

ASSIGNMENT. Neither PARTIES may assign or transfer this AGREEMENT without the prior written consent of the non-assigning PARTIES, which approval shall not be unreasonably withheld.