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 serve process, locate individuals, and file documents (the “SERVICES”).

RUSH ORDERS AND TIMELY REQUESTS. While FIRM will exercise its best efforts to serve and/or file documents in a timely manner for all service tiers, it is essential to be aware of certain limitations. Under no circumstances will CARDINAL 23 be liable for any damages (including but not limited to punitive, indirect, consequential, or special damages, including loss of a claim) for any filing or service request made within 10 business days of the expiration of its applicable statute of limitations.

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, including but not limited to mileage, Skip Tracing, Sitting and Waiting services, advanced witness fee checks, additional individuals served at the same address, and additional addresses not provided before placing the order 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 CARDINAL 23 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. Once Service of Process has been attempted, no refunds will be available. If CLIENT contacts CARDINAL 23 before our Process Server makes their first attempt, a full refund can be issued or credited to CLIENT’s account, based on their preference. In the event of a termination of this AGREEMENT before the initiation of any Service of Process attempts, refunds will be considered based on the terms outlined in this section.

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, Service of Process may be scheduled on those holidays for an additional surcharge.

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 documents in a timely manner. Additionally, CLIENT will keep CARDINAL 23 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 CARDINAL 23 for Service of Process (Process Service) and related SERVICES, CLIENT acknowledges and agrees that their contractual obligations are with CARDINAL 23. CARDINAL 23 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 PARTY may terminate this AGREEMENT for any reason by providing written notice to the other PARTY within 10 business days. 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 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 CARDINAL 23 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 payable within the past 3 months to CARDINAL 23 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 and licensed process servers or 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 CARDINAL 23 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. CARDINAL 23 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, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of CARDINAL 23, or divulge, disclose, or communicate in any manner, any information that is proprietary to CLIENT (“CONFIDENTIAL INFORMATION”). CARDINAL 23 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 the confidentiality obligations that allows CARDINAL 23 to disclose CONFIDENTIAL INFORMATION to a third PARTY will be limited to a single occurrence tied to the specific information disclosed to the specific third PARTY, and the confidentiality obligations will continue to be in effect for all other occurrences.

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 PARTY.
3. The subjection of any of either PARTY’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 PARTY is entitled to, and the non-prevailing PARTY shall pay, the costs and expenses incurred by the prevailing PARTY 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 PARTY may have available according to law, if a PARTY 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 PARTY may terminate the AGREEMENT by providing written notice to the defaulting PARTY. This notice shall describe in sufficient detail the nature of the default. The PARTY 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 PARTY 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 PARTY’s reasonable control (“FORCE MAJEURE”), and if the PARTY is unable to carry out its obligations gives the other PARTY prompt written notice of such event, then the obligations of the PARTY 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 PARTY 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 PARTY if committed, omitted, or caused by such 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 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 PARTY 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 CARDINAL 23 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 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 action arising hereunder or any separate action pertaining to the validity of this AGREEMENT, the prevailing PARTY 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 PARTY may assign or transfer this AGREEMENT without the prior written consent of the non-assigning PARTY, which approval shall not be unreasonably withheld.