Service Agreement

SERVICE AGREEMENT

Month/Day/Year

This Service Agreement (this “Agreement”) is made effective as of this day of (the “Effective Date”), by and between (“Client”), on behalf of

() and Solid Start Development, LLC, a limited liability company (“Solid Start Development LLC”).

Recitals

Solid Start Development LLC provides call center services, and Client desires to engage Solid Start Development LLC to provide such services, on the terms and conditions set forth in this Agreement.

Agreement

Client and Solid Start Development LLC, in consideration of the mutual promises, terms, and conditions provided herein, agree as follows:

Services. During the Term of this Agreement (as specified in Paragraph 5(a), below), Solid Start Development LLC will provide call center services to Client.
Solid Start Development LLC ‘s Obligations. During the Term of this Agreement, Solid Start Development LLC will fulfill the following obligations:

(a) Quality of Services. Solid Start Development LLC will render all Services in a professional, diligent,

honest manners, consistent with reasonable standards of quality for comparable services in the industry. Solid Start Development LLC is responsible for supervision, quality control, and training of agents.

(b) Number of Agents. Solid Start Development LLC will provide Services through its agents, each of who shall provide up to _45 hours per week of Services to clients.

(c) Reporting. Solid Start Development LLC will provide clients with a list check and progress report on a weekly basis and shall provide such report(s) via email.

(d) Billing. Solid Start Development LLC will bill clients according to the time periods set forth in

Paragraph 4
(b), Solid Start Development LLC shall provide clients with an accurate total hour of services that were completed in each monthly period. It is the client’s responsibility to ensure all invoices are paid on the due date. In the event the past due amount falls more than 24 hours, Solid Start Development LLC will process the card on file for outstanding balance. If the client cannot be contacted or the card on file is rejected, client campaigns will be put on hold and the client will forfeit all deposits received. If the invoice is not satisfied after 48 hours the deposit will be applied to the outstanding balance.

(e) Compliance with Laws. In providing the Services, Solid Start Development LLC shall comply with all applicable federal, state, and local laws, orders, rules, ordinances, regulations, and codes.

Client’s Obligations. At all times during the Term, the Client will fulfill the following obligations:

(a) Agent commitment. Client commits to:

Cold caller

Lead manager

Closer

Sales agent

Appointment setter

SMS agent

Receptionist

Customer relation specialist

Tech support

Back office

Disposition Manager

Virtual assistant

Operations Associate
Initials:

agents for their campaign.

(b) Data.

If the services selected by the Client require data, the Client shall provide data for use by Solid Start Development LLC to deliver the service requested. The client will provide sufficient level data to ensure the agent’s productivity: 10k Records per month /agent. Client is responsible for ensuring such data is compliant with the requirements of the Telephone Consumer Protection Act (“TCPA”).

(c) Deposit. It is the client’s responsibility to have a deposit on file within 24 hours of signing this agreement. Client agrees to provide Solid Start Development LLC with a deposit equal to the projected amount of 11 working days of Services to be provided based upon the Agent Commitment noted in Paragraph 3(a)

Solid Start Development LLC shall provide a calculation of this amount upon signing this agreement which will remain on account for the entire term. Solid Start Development LLC shall be entitled to utilize the security deposit to satisfy any amount due to Solid Start Development LLC under this Agreement and/or as compensation for any damage or loss that Provider may suffer as a result of Client’s breach of this Agreement.

(d) If applicable, the client is responsible for the amount of $50 per agent if Systems are offered by Solid Start Development LLC.

(e) Once the client agrees to the terms of service, the client commits to 3 months of

service through Solid Start Development LLC. Per this agreement the client abides to a three-month period, if the service is ended or stopped Solid Start Development LLC has the legal right to take full legal action.

(f) Solid Start Development LLC will not provide refunds but will use any remaining balance towards outstanding service charges. If the client has any remaining balance the service will resume utilizing the amount remaining on file.

(g) Solid Start Development LLC will be authorized to collect the total amount of the remaining deposit if the client abandons or does not use their account for over 90 days.

(h) If a client is Paused and they’d like to cancel, they must resume for 11 working days to utilize the Deposit on file. Solid Start Development LLC shall not refund the remaining deposit.

Initials:

Fees and Payment. (a) Client will pay per hour per agent for the Services (the “Fees”).

$ / hour / Cold caller

$ / hour / Lead manager

$ / hour / Closer

$ / hour / Sales agent

$/ hour / Appointment setter

$/ hour / SMS agent

$/ hour / Receptionist

$/ hour / Customer relation specialist

$/ hour / Tech support

$/ hour / Back office agent

$/ hour / Disposition Manager

$/ hour / Virtual assistant

$/ hour /Operations Associate

$/ hour /Recruiter

Client will pay per billing cycle per agent for the Systems.

(i) An additional 3% Card Processing Fees will be applied when invoices are paid using a card.

(ii) In Case of Using ACH transfer, no additional Fees to be applied to the invoice.

Initials:

Term and Termination.

(a) Term. Service start date is:Month/day/Year

. This Agreement will continue until terminated as provided under this Agreement.

(b) Termination. Client acknowledges that Solid Start Development LLC will make a substantial

investment to fulfill its obligations under this agreement. As a result, Solid Start Development LLC will require a minimum of 15 days written cancellation notice prior to the billing cycle to terminate services.

months at a time and it is the client’s responsibility to extend such “Pause “to the time allowed, this must be via email. If the client fails to extend the Deposit will be collected accordingly.

(d) The client is required to submit a written notice for any projected changes in their campaign.

(1) the Campaign is less than 10 Agents:

– A minimum of 1-week written notice for Placing the account on hold

– A minimum of 2 weeks written notice for downgrading or canceling the service

(2) The Campaign is more than 10 Agents:

– A minimum of 2 weeks written notice for Placing the account on hold.

– A minimum of 4 weeks written notice for downgrading or canceling the service . Only Written notice will be taken into consideration.

(e) Dispute Resolution:

In the event of any disputes arising from this contract, both parties agree to attempt to resolve the issue through mediation or negotiation. If a resolution cannot be reached, either party may pursue legal remedies available.

(f) In the event of any outstanding or disputed balance, the signee hereby assumes personal legal liability for the payment of such a balance. The signee

agrees to indemnify and hold the Service Provider harmless from any claims, damages, losses, or expenses arising out of or related to non-payment or disputes regarding the services provided under this contract. The client accounts will be placed in collections until full payment is received. Please note that we might use the services of a third-party agency to recover outstanding balance if your account exceeds 30 days overdue.

Initials:

Independence. Solid Start Development LLC is rendering the Services here under as an independent service provider, and not as an employee, joint venture, or partner, of Client. For the avoidance of doubt, the parties expressly state that nothing in this Agreement is intended to create any joint employer relationship between Solid Start Development LLC and Client.

(a) Solid Start Development LLC shall have the sole right to determine the time, place, and manner in

which Solid Start Development LLC and its operators and/or subcontractors render the Services required by this Agreement. It is expressly understood and agreed between the parties that, in exercising its discretion regarding the place from which Services are rendered under this Agreement, Solid Start Development LLC may utilize subcontractors or other personnel located outside of the United States or its territories.

(b) Each party agrees to assume complete responsibility for its own personnel and/or subcontractors, to the extent applicable, regarding applicable taxes or liability associated with employing any individual to provide the Services under this Agreement.

Non-Exclusivity. The Parties understand and agree that nothing in this Agreement requires either party to exclusively contract with the other party for the Services or similar services. Specifically, Solid Start Development LLC may contract with any other party, including, without limitation, an affiliate of Solid Start Development LLC, to provide the Services or similar services, and Client may contract with any other call center to provide the Services or substantially similar services. Client acknowledges that Solid Start Development LLC may work with clients and/or Solid Start Development LLC ‘s affiliates, who work in similar industries to Client, and who may be engaging Solid Start Development LLC for similar purposes and utilization of similar data profiles. Clients acknowledge that such similarities add to Solid Start Development LLC ‘s expertise in such industries. However, Solid Start Development LLC will, always, maintain Client’s data confidentially from other clients’ data, and Client acknowledges and waives any claim against Solid Start Development LLC based solely on the similarity (or competitiveness) of other clients’ purposes and services or products.
Use of Client Name and Marks. Client hereby grants to Solid Start Development LLC a non-exclusive, royalty-free, non-transferable right and license to use Client’s name and any logos, trademarks, trade names, or other marks of Client provided by Client to Solid Start Development LLC (collectively, the “Client Marks”) exclusively for the purpose of providing the Services under this Agreement. Upon termination of this
Non-Circumvention. Client recognizes that in the course of Solid Start Development LLC provision of the Services pursuant to this Agreement, Client will be exposed to and learn detailed information regarding Solid Start Development LLC subcontracted service providers who may be involved in providing services to Client under this Agreement, and hereby recognizes and acknowledges that such information would not be obtained in the absence of Solid Start Development LLC role in connection with the Services. Accordingly, for the protection of Solid Start Development LLC legitimate business interests, Client expressly agrees that during the Term of this Agreement and for a period of 12 months thereafter, neither Client nor any of its affiliates will, directly or indirectly, solicit, seek to procure, or procure services from any employee or subcontractor of Solid Start Development LLC (other than by general advertising) who provided services for Client at any time during the 12 months preceding the commencement of such solicitation.
Injunctive Rights. Any breach of Section 8 of this Agreement will result in irreparable and continuing damage to the non-breaching party. In addition to any other rights or remedies the non-breaching party may have, any breach or threatened breach of the provisions of Section 8, above, may be prohibited by restraining order, injunction or any other equitable remedies. The rights and obligations established by Section 8 shall survive and continue after the termination or expiration of this Agreement.
Indemnification. Each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other party (the “Indemnified Party”) and the Indemnified Party’s officers, directors, shareholders, members, managers, employees, agents, representatives, successors, heirs, and assigns (collectively, the “Related Parties) from and against all third-party claims, suits, damages, expenses (including reasonable attorneys’ fees and costs), penalties, and fines (collectively, “Losses”) arising out of or in connection with the Indemnifying Party’s breach or alleged breach of its obligations under this Agreement, including, without limitation, any breach of any obligation to ensure compliance with the TCPA. The Indemnified Party shall promptly provide the Indemnifying Party written notice regarding any third-party claim of which it has knowledge that is covered by this Section 10. The failure of the

Indemnified Party to give such notice shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party is actually and materially prejudiced as a result of such failure. The Indemnified Party shall have the right to assume and conduct the defense of such third-party claim with counsel of its choice reasonably satisfactory to the Indemnifying Party and the Indemnified Party may pay, compromise, settle or defend such third-party claim at the cost and expense of the Indemnifying Party in such manner and on such terms as it may deem reasonably appropriate; provided, that the Indemnified Party shall not be entitled to settle such third-party claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed), unless the sole relief granted is relief for which the Indemnifying Party would have no liability, in which case no consent shall be required. Subject to the foregoing, no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations provided herein with respect to any Losses resulting therefrom. The Indemnified Party’s defense and, if applicable, settlement of a third-party claim shall be at the cost and expense of the Indemnifying Party as if the Indemnifying Party is ultimately deemed to have an indemnification obligation hereunder with respect to such third-party claim. The Indemnified Party shall, to the extent reasonably requested by the Indemnifying Party, keep the Indemnifying Party reasonably informed as to the status of any third-party claim.

Limitations on Liability. In no event will either party be liable to the other for aggregate damages, including indemnification obligations, under this Agreement in excess of 12 months’ Fees incurred hereunder. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement because of natural disaster, actions or decrees of governmental bodies or agencies, war, civil disturbances, terrorism or communication line failure, or other cause not the fault of the

arty that has been so affected shall immediately give notice

to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds 30 days from the receipt of notice of the Force Majeure Event, the party whose ability has not been so affected, may, by giving written notice, terminate this Agreement.

Severability; Waiver. Client and Solid Start Development LLC agree that, if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held to be invalid. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver by that party of that or any other provision of this Agreement.
Notice. All notices under this Agreement shall be in writing and addressed to the appropriate party at the address set forth immediately below, or at such other address as either party may subsequently advise in writing in accordance with the terms hereof. Notice shall be deemed sufficiently given for all purposes upon the earlier of (i) the date of actual receipt; (ii) if mailed by certified or first class mail, three (3) calendar days after the date of postmark; (iii) or if delivered by overnight courier, the next business day on which the overnight courier regularly makes deliveries; provided, however, that a notice sent by email will be deemed sufficiently given when the recipient acknowledges receipt of the email.

IF TO CLIENT

IF TO SOLID START DEVELOPMENT LLC

Company Solid Start Development, LLC

Email: Admin@Solidstartdev.com

ATTN Admin Department

Governing Law; Venue; Waiver of Trial by Jury. This Agreement shall be construed in accordance with the laws of the state of Arizona, without regard to its choice of law rules. Except as necessary to enforce indemnity or defense obligations, the parties must bring court proceedings in a state or federal court of competent jurisdiction in Maricopa County, Arizona. Each party agrees to personal jurisdiction in such courts. BOTH CLIENT AND SOLID START DEVELOPMENT LLC KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
Entire Agreement. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations made by and between the parties with respect to such subject matter.
Binding Agreement; Assignment. This Agreement shall inure to the benefit of each party and their respective successors, heirs, and assigns; provided, however, that neither party may assign this Agreement without the prior written consent of the other.
Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together will constitute one and the same instrument. A photocopy, electronic, or digital copy of a handwritten signature will be deemed to be an original signature for all purposes.

Liability and Outsourcing; Solid Start Development LLC is considered a third-party marketing and billing vendor used in the services rendered in this contract. A variety of outsourced companies conduct the nature of business in which you are agreeing too. Solid Start Development LLC holds no liability for any disputes, litigation, FTC complaints or damages incurred due to the services provided by any outsourced companies.
State and Federal Laws; Client understands that services provided are voluntary. Client understands that Solid Start Development LLC and Outsourced companies are contracted to provide services chosen by the client. Client understands potential liability and legal issues that may arise from chosen services and waives all right to claims against Solid Start Development LLC and Outsourced Companies that may arise due to disputes, litigation, FTC Complaints, or damages from the services provided.
The client agrees that Solid Start Development LLC and Outsourced Companies may dissolve this contract if the client does not comply with all applicable federal, state, and local laws, orders, rules, ordinances, regulations, and codes.23. Solid Start Development LLC reserves the right to change or update this agreement for any reason at any time.
Solid Start Development LLC reserves the right to change or update this agreement at any time. Solid Start Development LLC will notify all customers through an electronic link with the new terms of this agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by

their undersigned, duly authorized agents.

Client Accepts all terms and Conditions

SOLID START DEVELOPMENT LLC, LLC

By: By:Name: Name:

Title: Title

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