Prepay Guarantee Terms of Service

RECITALS

1. Provider presents a brand development, website development, software integration, and a hands-free management service that requires the continuation of ongoing monthly management fees detailed in this Agreement to drive additional revenue sources such as affiliate commissions, referral commissions, additional product sales and increase in other verticals (the “System”). Failure to continue paying for the required monthly management fee will result in the removal from the System and supported services or programs.
2. Client understands that by accepting services by Provider, both Client and Provider must operate in full compliance with federal laws such as TSR, CROA, FCRA and other local laws as necessary. Client’s failure to comply may result in immediate termination of services with no refunds.

DEFINITIONS

1. Agreement: the terms of services and conditions set forth on this contract for Credit Repair Agency Launch (CRAL) Prepay Guarantee program.
2. Client: the party, or agent of, entering into agreement with Rank Above Others, Inc. and Credit Manager, Inc.
3. Provider: Rank Above Others, Inc. and Credit Manager, Inc.

TERM

1. 1. Initial Term. This Agreement will take effect upon its execution by all parties hereto (“Effective Date”) and, unless previously terminated pursuant to Section 13 of Provider’s Terms of Service hereof, its term will extend for three (3) years from the Effective Date (“Initial Term”).
   2. Successor Term. Provided that (i) Client is not in default under this Agreement or any other agreement with Provider or Provider’s subsidiaries at any time during the last year of the Initial Term and is in compliance with all applicable federal and state laws; (ii) Client has been in substantial compliance of this Agreement and any other agreement with Provider, Provider’s subsidiaries, and designated vendors throughout the Initial Term and any renewal term of this Agreement; and (iii) Client has fulfilled all of its monetary obligations to Provider, Provider’s subsidiaries, and designated vendors, Client may, at its option, renew this Agreement upon the expiration of the Initial Term for an additional term of three (3) years (“Successor Term”).
   3. Term Renewal. Client must exercise its option to renew by giving Provider written notice of Client’s election to renew not less than one (1) month and no more than one (3) months prior to the expiration of the Initial Term. As a condition for any Successor Term, Client must: execute a general release in a form satisfactory to Provider of any and all claims against Provider, its parent, subsidiaries or affiliates (if applicable) and their officers, directors, attorneys, Owners and employees; and at Client’s sole expense and if necessary in Provider’s sole opinion, bring the Business up to Provider’s then-current standards for a Business, and ensure that Client has all necessary state and federal licensing.
   4. Interim Period. If Client does not sign a Term Renewal Agreement prior to the expiration of this Agreement and if Client continues to accept the benefits of this Agreement after the expiration of this Agreement, then at Provider’s option, this Agreement may be treated either as (i) expired as of the date of expiration with Client then operating without a license to do so and in violation of Provider’s rights; or (ii) continued on a month-to-month basis (“Interim Period”) until one party provides the other with written notice of such party’s intent to terminate the Interim Period, in which case the Interim Period will terminate thirty (30) days after receipt of the notice to terminate the Interim Period. In the latter case, all of Client’s obligations shall remain in full force and effect during the Interim Period as if this Agreement had not expired, and all obligations and restrictions imposed on Client upon expiration of this Agreement shall be deemed to take effect upon termination of the Interim Period.

1. AGREEMENT TO ACQUIRE BUSINESS
   1. Acceptance. When you accept the TOS  you are stating you are of legal age (meaning you are either legally emancipated or 18 years of age) and that you are able to enter into a contract. If you are accepting on behalf of an organization, you are affirming that you are an authorized representative to bind that organization, and references to “you” in the TOS will include the organization you are representing.
   2. Grant. Provider hereby grants to Client, upon the express terms and conditions contained in this Agreement, and Client hereby accepts, the right to establish and operate one business (the “Business”), under the System and receives the Services set forth herein.
   3. Independent Contractor Status. For the avoidance of any doubt, it is hereby stated that the parties intend and agree that this Agreement shall be treated for all purposes as an agreement for contracted services between the parties, and it does not create a franchise or employer and employee relationship. In all dealings with third parties including, without limitation, Clients, employees, suppliers, and clients, Client must disclose in an appropriate manner acceptable to Provider that it is an independent entity. Nothing in this Agreement is intended by the parties hereto to create a fiduciary relationship between them nor to constitute a franchise, subsidiary, joint venture, partner, agent or employee relationship between Provider and Client.
   4. No Use of Provider’s Trademark. Provider does not license to Client any use of any trademark, service marks, trade names, associated logos, emblems or symbols owned by Provider, or its parent companies or affiliates. Client is required to develop its own branding and provide all services under its own trademark, service marks, trade names, associated logos, emblems or symbols.
2. PROVIDER’S SERVICES
   1. Rendered By Rank Above Others Inc.
      1. Website Creation. Provider agrees to provide the following website services to Client:
         1. Client will receive consultation on branding strategies and how the new website will be set up. A provided website will be built on WordPress using the latest version and integrated with Elementor Pro edition for easy site build and management after completion. The website will consist of up to 35 pages including home, about, services, courses, contact and a blog. It will include an in-depth questionnaire form to help qualify leads for specific service plans. The website will include all necessary plugins and functions to match an existing website at CreditRobin.com.
         2. The website will receive basic on-page search engine optimization, mobile compatibility optimization, Google Analytics and Search Console setup and sync, basic security sweep and setup, 1 free course to offer and 2 paid courses to sell. There will be a course on personal credit building already available. Additional courses will be provided but not all will be free of charge. PLR blog entries expanding over 6 months will be loaded onto the website and other legal pages will be provided to help protect the Client, such as Disclaimer, DMCA, Privacy Policy, Refund Policy, Compliance and Terms and Conditions.
         3. There will be automated integration work including the connection between the Client’s website and Provider’s GoHighLevel agency account, credit repair software, membership program, Twilio, appointment booking program (Calendly), Zapier, dispute portal, and other WordPress plugins to help Client’s website function.
      2. Newsletters. Provider will provide client 3 newsletter programs: one for leads, one for customers and an additional set for customers that have a business. Each campaign consists of 6-10 emails depending on campaign and may adjust over time depending on Client’s specific vertical outside of credit repair services.
      3. Leads. Without leads, sales cannot be generated. Client must provide its own leads by sending prospective customers to Client’s website for processing. Client must provide a minimum of 50 leads per month. Each month this minimum is not met is another month of extension on the 12-month $100k guarantee. Client acknowledges that all leads signed up is exclusive to Client’s business unless agency is unable to accept the customer due to compliance/legal requirements not met by Client. Customer would be transferred to another agency in exchange for 10% of services paid by customer. All leads and customers assigned to Client will remain in Client’s ownership even after service termination.
      4. Merchant Processing. Client must obtain a method of payment for customers such as a merchant processing account from a legitimate provider. Stripe, PayPal, and CashApp do not allow payment processing for vendors in the credit repair or credit counseling services. Client may obtain their own merchant processing or use Provider’s merchant processing service known as the Invoice Management Service (IMS). Using the Invoice Management Service is optional and is a service add-on with additional costs. Additional details and terms available when registered.
      5. Additional Services. Additional services such as SEO marketing, ad management, social media marketing, additional business consultation or further website design and development are available for additional costs as outlined in Section 3.20.
   2. Rendered By Credit Manager, Inc.
      1. Sales. Provider agrees to process all leads assigned to Client and convert as many as possible into customers. No guarantees of conversions provided.
      2. Support. Provider will provide support for all customers assigned to Client during normal business hours. Current hours of operation are Monday through Friday from 8 AM to 4 PM Central time. Provider will not be available during normal U.S. holidays.
      3. Disputing. Provider will provide credit repair services on behalf of Client using a combination of freeze letters, Metro 2 disputing and utilizing legal support as necessary.
3. FINANCIAL TERMS AND FEES
   1. Prepay Deposit. Upon cleared payment of the minimum amount of $1,785 prepayment, Client is acknowledging and accepting the terms described here in. Each prepaid month includes 1 month of service for Backend Management Fee and Software Maintenance Fee of the C50 plan as described in Section 3.7 below.
   2. Prepay Deposit Invoice. After prepayment is received, an invoice will be drafted and status marked as paid for record keeping purposes. Included in the invoice will be a record of the intended Setup Fee as described below.
   3. Setup Fee. A setup fee of $36,000 or amount shown in the Prepay Invoice will be deferred and requested 12 months after Business Launch date as explained in Section 3.14. Invoice will not be submitted or required to be paid by Client unless Client’s gross revenue is exactly or exceeds $100,000 within 12 months from the Business Launch date. Setup Fee will be void if Client’s revenue is not exactly or exceeds $100,000 gross at the 1 year anniversary date of Business Launch.
   4. Setup Fee Payment Plan. Depending on Client’s revenue, Client may choose to pay in one lump sum or equal payments of $3,000 per month for 12 months resulting in a total of $36,000 for the setup cost.
   5. Monthly Fees. The monthly fees regarding Back-end Management Fee and Software Maintenance Fee, as described by the tier plans in 3.7. Charges, are mandatory and a subscription payment to both services is due within 5 business days after prepaid months have expired.
   6. Included Services. As part of the Payment Plan, the following services and programs are included without any additional charge: Website Hosting, membership plugin, Elementor Pro, E&P Form Builder, eForm Builder, WP Manage, ActiveCampaign, call center CRM, ProdigySurge, Calendly, VOIP, Customerly, Twilio, and Zapier. Credit repair service agreements, a credit repair cancellation form, and credit repair invoicing are also provided. Software and programs used or provided by Provider may change over time at the discretion and expense of Provider.
   7. Charges: The following fees or commissions are charged based on the number of customers Client has active. At Provider’s discretion, charge amounts shown below may change over time due to economic changes or requirement of resources as necessary. Notification of price change will be provided a minimum of 30 days in advance.

      BUSINESS MANAGEMENT FEE MODEL
      TIER PLAN	CUSTOMERS MANAGED	COMMISSION	GROWTH MGMT FEE	BACKEND MGMT FEE	SOFTWARE MAINT.
      C50	1-50	50%	Optional	$500/m	$95/m
      C100	51-100	50%	Optional	$890/m	$295/m
      C200	101-200	50%	Optional	$1,490/m	$495/m
      C400	201-400	50%	Optional	$2,490/m	$895/m
      C600	401-600	50%	Optional	$4,390/m	$1,295/m
      C1000	601-1,000	50%	Optional	$8,595/m	$2,495/m
      The anticipated average lifetime value of each customer is approximately $1,200. Commissions are paid to Provider, regardless of where the customer originated. Revenue varies per agency.

   8. Customers Managed. Customers Managed are the number of customers that Provider supports and provides dispute services as further set forth in Section 3.5 herein. If Client exceeds 1,000 customers managed per month, a new service agreement must be negotiated for ongoing management fee, maintenance fee and commission cost. Provider is not yet structured to handle more than 1,000 customers per month at the time of this Agreement. Client acknowledges and agrees that the above fee structure should not be considered a financial performance representation for the Business. If Client exceeds the C50 tier plan while prepaid plan is still in affect, Client must pay the difference between plan values.
   9. Commission. Client will pay Provider 50% of credit repair service invoices paid by Client’s customer regardless of who initiated the sale. This commission covers the cost of sales, onboarding, consultation, writing of dispute letters, cost of supplies, cost of equipment, mailing of dispute letters, storage of letters, documenting proof of letters mailed, importing credit reports, analyzing credit reports, and consulting customers regarding disputing process. While not required, Provider may also prepare credit repair report cards and account trackers for customers of Client.
   10. Transferred Customers. All customers that must be transferred away from Client’s company to another credit repair agency due to compliance requirements, Client will earn 10% commission paid by Provider for every payment made by the transferred customer for credit repair service plans.
   11. Growth Management Fee. Growth Management Fee refers to the continuous effort to generating leads for Client’s business via advertising and other marketing efforts. Fee is currently $750 per month but may change over time at Provider’s discretion. Management fees paid are pre-payment of thirty (30) days of services of corresponding plan and must be renewed every thirty (30) days or adjusted depending on TIER PLAN change.
   12. Back-end Management Fee. Back-end Management refers to the ongoing support and management of customers onboarded into Provider’s dispute portal located at portal.creditmanager.io. Provider will also provide live chat and email support via Client’s website. Provider will make periodic outbound calls and accept inbound calls with Client’s assigned company phone number. Management fees paid are pre-payment of thirty (30) days of services of corresponding plan and must be renewed every thirty (30) days or adjusted depending on TIER PLAN change.
   13. Software Maintenance Fee. Software Maintenance includes universal work associated with all credit repair organizations managed by Provider and not meant for one-off services unique to Client. Universal work includes updating website pages to reflect service plans, affiliate links, service agreements, membership programs, member’s area, and/or software integration that must be kept universal across all organization websites. Client is required to pay a software maintenance fee dependent on the tiered service plan Client is on. Maintenance fees paid are pre-payment of thirty (30) days of services of corresponding plan and must be renewed every thirty (30) days or adjusted depending on TIER PLAN change.
   14. Business Launch. This status indicates Client has been provided with all necessary software, branding, website, hosting, security, content, integration and access requirements to begin receiving customers. Provider is not responsible for any legal registration, bond and/or licensing and lack thereof does not delay Client’s status as Launch.
   15. Deferred Customer Payments. To maintain current compliance standards in state and local laws and regulations in and by the Credit Repair Organizations Act, Consumer Financial Protection Bureau, Corporate Social Responsibility and Telemarketing Sales Rule, Customers’ payments are deferred until after the services are provided. The period of payment deferral is subject to change in the future. Due to the deferred payment model, no upfront fees are received by Client for credit repair services, which means Provider will not collect commissions until the deferred payments are made.
   16. Affiliate Fees and Commissions. Unless otherwise stated in previous agreement, a member’s area and affiliate management program will be required. The cost of this program may change at the discretion of the third party company and Provider reserves the right to designate a new third party program. Unless directly sold by Provider’s agents, all affiliate commissions earned from Client’s website and connected programs or affiliation are Client’s earnings. Provider’s agents or partners may sell programs such as the Veritas Legal Plan or other third-party services on behalf of Client for an affiliate commission of at least 50% of the sale. New opportunities may arise but will not require mandatory participation by the Client. Affiliate commissions will vary depending on the new opportunity and is specified by the new opportunity.
   17. Hosting. Basic hosting plan will be included by Provider. Basic hosting includes 8 GB of disk space, 50 GB of bandwidth, 25 email accounts, 5 email lists, 5 FTP accounts, 5 databases, 5 sub-domains and 2 add-on domains. Basic SSL licenses are mandatory and provided by Provider during setup, or can be purchased through another provider.
   18. Other Charges. All additional work outside of project scope is billed hourly based on the type of service required. Pricing for additional work will be provided at the time of request. These charges are billed immediately based on the estimated time to complete the additional work. Work will not begin until payment has been made. If the work is completed in less than the estimated time, then any unused paid hours will be issued as a refund, or may be used as credit towards other services.
4. DELIVERY DATE AND RIGHT OF RESCISSION
   1. Delivery Date. The delivery date for Client’s website will be 3-4 weeks after a Brand Submission form is submitted by Client. Client will not hold Provider accountable to the estimated delivery date due to circumstances such as additional requests, changes/implementation or delays caused by Client response or payment. Client may still cancel the project at any time but will not be due for a refund on payments made up to that date.
   2. Right of Rescission. There is no right of rescission applicable to the Agreement.
5. CLIENT’S OWNERSHIP OF DELIVERABLES
   1. Assignment of Ownership Follows Payment. Until Client pays for 6 months of Backend Management and Software Maintenance Fee, Provider will own any and all deliverables set forth in Section 2 of this Agreement. Free months provided by prepaid months does not count towards the 6 month payment requirement. Upon completion of all required payments, Provider will assign and agree to assign to Client the Provider’s entire right, title, and interest in any website developments, designs and improvements, trademarks, copyrightable subject matter or proprietary information which Provider has made or conceived, or may make or conceive, either solely or jointly with others, while providing services to Client, or with the use of the time, material or facilities of Client or relating to any actual or anticipated business, research, development, product, service or activity explicitly of Client known to Provider while contracted with Client, or suggested by or resulting from any task assigned to Provider or work performed by Provider for or on behalf of Client, whether or not such work was performed prior to the date of this Agreement if all payment has been made and received by Provider. Provider will retain ownership of all trade secrets, procedures, software integrations and systems built to manage or setup integrations within Client’s website or other software and digital platforms.
   2. Cancellation and Providing of Deliverables. Client may cancel services with Provider at anytime by submitting a request via email to manager@creditmanagerlaunch.com without penalty. There are no cancellation fees. Cancellation of the project prior to the Delivery Date due to Client’s failure to complete all account setup, licensing, bond and/or registration required of Client will result in project cancellation without refund or asset transfer. If Client has not met minimum payment of at least 6 months of Back-end Management and Software Maintenance to Provider prior to cancellation or termination, no asset will be transferred to Client. If minimum payment is met, and Client wishes to terminate further services and relationship with Provider, all of Client’s website files, customer details, customer files will be transferred to Client within seven (7) business days. All integrations with the Client’s website can be re-done with the Client’s own software and service purchases at Client’s expense. Provider will not perform integration services at no cost. All required programs, software and services must be purchased and re-integrated by Client.
6. ENTIRE AGREEMENT
   This Agreement, any Attachment and the documents referred to herein, shall be construed together and constitute the entire, full and complete agreement between Provider and any parent company, subsidiary or affiliate of Provider, and Client concerning the subject matter and supersede all prior agreements. No other representation has induced Client to execute this Agreement, and there are no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein, which are of any force or effect with reference to this Agreement or otherwise. This Agreement may be modified only by a writing signed by Provider and Client. The provisions of this Agreement relating to confidentiality and non-competition shall survive any termination of service no less than two years from the date of termination.
7. CAVEAT
   Client acknowledges that it is entering into this Agreement as a result of its own independent investigation and not as a result of any representations about Provider made by its shareholders, officers, directors, employees, agents, representatives, independent contractors, or other CRO’s that are contrary to the terms set forth in this Agreement, or in any disclosure document, prospectus, or other similar document required or permitted to be given to Client pursuant to applicable law.
8. STANDARDS OF OPERATION
   1. Client’s Responsibilities. Client is responsible for business setup such as, but not limited to, filing, setup and payment of all fees required of all necessary business formation, documentation, licensing, bonding, taxes, EIN registration, CSO registration, legal consult/representation, bank account setup, virtual payment accounts, and any other compliance necessary to operate a business at a local and federal level. All necessary business formation accounts mentioned herein must be complete before the Delivery Date.
   2. Transaction Fees. Client is responsible for any and all transaction fees incurred in the process of receiving funds from customers or affiliate vendors to Client’s payment accounts. Client may obtain and maintain a bookkeeping service or hire a bookkeeper but not required. All expenditures, profits and accounting data should be handled with care and passed on to appropriate parties handling Client’s accounting.
   3. Text Messaging. All text or SMS messages from Client must comply with the “Code of Conduct” of various mobile carriers which pertains specifically to all “Credit Repair Programs.” Client and Provider must have written consent from mobile carriers before sending out any text messages to their consumers. Violation may result in suspension of rights for provisioned application address or campaign, restriction of onboarding new message campaigns, suspension of provisioning rights for new application address, and/or suspension of all network services on the carrier network as well as a default under this Agreement. Violations may also result in fines of $1,000 to upwards of $10,000. Provider will take actions to assist Client in getting approved for SMS messaging via carriers. However, Client remains responsible for complying with the Telephone Consumer Protection Act and any policies of any phone network or carrier.
9. MODIFICATIONS TO THE SYSTEMS
   Provider reserves the right to develop other business activities or modify existing business activities in response to changes in the business environment, including those resulting from technological advances, e-commerce, expansion into new markets and other factors that may not presently be anticipated. Provider reserves the right to change or modify the Business concept and any proprietary software Provider requires Client to use in connection with the Business. Provider may adopt and use new or modified equipment, software, products, techniques or concepts. Provider may redesign the software programs and equipment or fixture standards; or discontinue them as Provider considers appropriate. Client must accept and use the changes as if they were part of this Agreement.
10. MARKETING RIGHTS
    Client agrees and understands that Provider may share information about Client to the general public relating to services rendered such as branding, website design, sales, development, marketing and management for Client. Client agrees to allow Provider to display Client’s logos, company name, website, monthly revenue, clients and profits and personal name as a reference in marketing materials such as, but not limited to, Provider’s website, social media profiles, brochures, business cards, banners, television, radio, presentations, and for federal and state-law compliance purposes and disclosure documents.
11. CONFIDENTIALITY AND COVENANTS NOT TO COMPETE
    1. Proprietary Information. Client recognizes and acknowledges that the software systems, including specifications, programs and documentation, the methods, and data which Provider owns, plans, or develops, whether for its own use or for use by its clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are the property of Provider. Provider recognizes that Client’s customer lists, leads, supplier lists, proposals, procedures and all web-related content or assets built on Client’s behalf are confidential and are the property of Client. Client further recognizes and acknowledges that to enable Provider to perform services for its clients, those clients may furnish to Provider confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Provider depends upon, among other things, Client and its Providers keeping such services and information confidential. All of the aforementioned materials and information including that relating to Client’s systems and Client’s clients, will be referred to as “Proprietary Information.”
    2. Confidentiality. As used in this Agreement, “Confidential Information” refers to any information which has commercial value and is either (i) technical, creative, and artistic information, including but not limited to patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, pitch materials, written content, concepts, original IP, scripts, and formulae related to the current, future and proposed products and services of Provider, or (ii) non-technical information relating to Provider’s products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary and confidential to Provider. All content found on Client’s website designed and built by Provider is not considered confidential.
    3. In-Term and Post-Term Non-Compete. Clients covenants that during and no less than two (2) years after the term of this Agreement that it will not divert or attempt to divert any business, client or potential client of the Business to any competitor, by direct or indirect inducement or otherwise, or to do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Provider’s services.
    4. Non-Disclosure. Client will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to Provider, whether or not in written form. Client agrees that Client shall treat all Confidential Information of Provider with the utmost care and complete privacy. Client may only disclose Confidential Information when directly authorized by Provider.
12. TRANSFER AND ASSIGNMENT
    1. Representations as to Ownership. If Client, or any approved successor thereof, is a partnership, limited liability company or privately-held corporation, Client shall submit to Provider prior to any proposed Transfer of an equity or voting interest, and at any other time upon request, a list of all owners reflecting their respective present and/or proposed direct or indirect interests in Client, in such form as Provider may require.
    2. Conditions to Provider’s Consent to Transfer. Client understands and acknowledges the vital importance of the performance of Client to the market position and overall image of Provider. Client also recognizes the many subjective factors that comprise the process by which Provider selects a suitable Client. Provider shall not unreasonably withhold its consent to a Transfer by Client of any interest in this Business or any equity or voting interest in Client and such consent will remain a subjective determination and will include, but not be limited to, the following conditions:
       
       1. The Transferee must demonstrate to Provider’s sole satisfaction that it meets all of Provider’s requirements for becoming a Client, including, without limitation, that it meets Provider’s financial, entrepreneurial, and managerial and business standards then in effect for similarly situated Clients, possesses a good moral character, business reputation and satisfactory credit rating, will comply with all instruction and training requirements of Provider and has the aptitude and ability to operate the business (as may be evidenced by prior related business experience or otherwise).
       2. As of the effective date of the proposed Transfer, all obligations of Client hereunder and under any other agreements between Client and Provider are fully satisfied.
       3. Client has satisfied all monetary obligations owed to Provider, its affiliates and its designated vendors.
       4. Client has been in substantial compliance with the Agreement and all other agreements between Client and Provider, its affiliates, or its designated vendors through the Initial Term and any Successor Term of this Agreement;
       5. As of the effective date of the proposed Transfer, all obligations of the Transferee to the Provider, its affiliates, and designated vendors (if any) must be fully satisfied.
       6. Client must execute a general release in a form satisfactory to Provider, of any and all claims against Provider, its parent, subsidiaries, affiliates and their officers, directors, attorneys, owners and employees, in their corporate and individual capacities, including, without limitation, claims arising under federal, state and local laws, rules and ordinances arising out of, or connected with, the performance of this Agreement.
       7. The Transferee must obtain all licenses and registrations necessary to operate the Business.
       8. Client will comply with the post-termination provisions of this Agreement, including the non-solicitation and non-disclosure covenants.
       9. Client and Transferee agree to perform all maintenance and upgrades required to bring the Business up to Provider’s then current standards for a Business.
       10. Client or Transferee must provide Provider a Consent of Transfer with all supporting documents and schedules, including Transferee’s assumption of, and agreement to faithfully perform, all of Client’s obligations under this Agreement, for Provider’s prior written approval.
       11. Provider’s approval of the transfer will not constitute a waiver of any claims Provider may have against the transferring party.
       12. Provider reserves the right, depending on all of the applicable circumstances, to waive any of the above conditions and qualifications.
    3. Transfer in the Event of Death or Mental Incompetence. Upon the death or mental incompetence (as reasonably determined by an independent third party such as a licensed doctor) of any person with any direct or indirect interest in Client, the executor, administrator, or personal representative of such person must transfer his interest to a third party approved by Provider within three (3) months after the death or incompetence. Such transfers will be subject to the same conditions as set forth in Section 12.2. If the heirs or beneficiaries of any such person are unable to meet the conditions in Section 12.2 hereof, Provider may terminate this Agreement.
    4. Consent to Transfer not a Waiver. Provider’s consent to a Transfer of any interest in Client will not constitute a waiver of any claims it may have against the transferring party, nor will it be deemed a waiver of Provider’s right to demand exact compliance with any of the terms of this Agreement by the transferee.
13. DEFAULT AND TERMINATION
    1. Immediate Termination. Client will be deemed to be in default subject to immediate termination under this Agreement, without prior notice of the default from Provider and without an opportunity to cure the default, if any of the following events occur:
       
       1. Fraud. If Client commits any fraud or misrepresentation in the operation of the Business.
       2. Misuse of Proprietary Information. If Client or Client’s principals materially violate any provision hereof pertaining to Proprietary Information or misuse the Proprietary Information.
       3. Violation of In-term Restrictive Covenant. If Client violates the in-term restrictive covenant contained in Section 11.
       4. Insolvency. If Client becomes insolvent.
       5. Abandonment. If Client voluntarily or otherwise abandons the Business. The term “abandon” includes any conduct which indicates a desire or intent to discontinue the Business in accordance with the terms of this Agreement and will apply if Client fails to respond to communications from Provider for a period of thirty (30) or more consecutive days without Provider’s prior written approval. Provider may withhold services until communication is received or termination is effective any day beyond thirty (30) calendar days from last communication received from Client.
       6. Voluntary cancellation. A formal request for service cancellation can be submitted, but not required. If Client states they wish to terminate in writing or orally recorded on a digital device then a formal Notice of Cancellation will be sent to Client from Provider. All unpaid balance or invoices must be paid to Provider within thirty (30) days from the date of termination.
       7. Government Regulations. Client fails, within thirty (30) calendar days after notification of non-compliance by federal, state or local government authorities to comply with any law or regulation applicable to the Business.
       8. Breach of Other Agreements. If Client commits any fraud, criminal acts or other misconduct or makes any misrepresentation or omission to Provider relating to any other agreement with Provider or Provider’s affiliates.
    2. Termination after Failure to Cure. Client will be deemed to be in default under this Agreement and Provider has the right to terminate this Agreement and all rights granted under this Agreement if within thirty (30) days after Provider sends Client written notification setting out the nature of the default (“Notice to Cure”), or within any shorter period expressly set forth in the following clauses as to such default, Client does not correct the default to Provider’s satisfaction:
       
       1. Nonpayment. If Client fails to pay as and when due any sums owed to Provider, or any of Provider’s designated suppliers or vendors beyond thirty (30) days from date of invoice or fifteen (15) days of expected subscription payment for maintenance or management fees.
       2. Under-reporting or Misreporting of Gross Billings. If any audit reveals that Client has understated Client’s managed customers or, by more than two percent (2%), or if Client has failed to submit timely reports and/or remittances for any two reporting periods within any twelve (12) month period.
       3. Licenses, Certifications and Permits. If Client fails to procure or maintain any licenses, certifications, or permits necessary for the operation of the Business beyond sixty (60) days.
       4. Behavior and Insult. Client agrees to maintain a professional decorum with Provider and its owners, agents, employees, partners regardless of incidents. Repeated conversations made orally or in written word resulting in insults, threats and/or inappropriate slurs made against Provider and its owners, agents, employees and partners will result in termination of this Agreement.
       5. Failure to Comply with this Agreement, other Agreements. If Client fails to perform or comply with any of the terms or conditions of this Agreement, any ancillary agreements between Client and Provider or Provider’s affiliates.
    3. Non-Disparagement. Client agrees to not disparage or encourage others to disparage Provider. For purposes of this agreement, the term disparage includes without limitation comments or statements made in any matter or medium in the press and/or the media about Provider which would adversely affect any manner of the conduct of the business of Provider, without limitations to Provider’s business plans or prospects or the business reputation of Provider. Client agrees to not disparage or denigrate the Provider orally or in writing, and that neither Client nor anyone acting on Client’s behalf will publish, post, or otherwise release any material in written or electronic format, make speeches, gain interviews, or make public statements that mentioned Provider, its operations, clients, employees, products, or services without the prior written consent of Provider.
    4. Non-Waiver. Provider’s delay in exercising or failing to exercise any right or remedy under this Agreement or Provider’s acceptance of any late or partial payment due hereunder will not constitute a waiver of Provider’s rights against Client.
    5. Suspension of Services. Client’s default under Section 13 shall relieve Provider of any obligation to provide the corresponding services until such time as the default is cured.
    6. Customer Communication. Provider is responsible for all communications with Client’s customers. Client has the right to step in and communicate with customers, but if Client ceases communication with customers or provide clear action-steps for Provider for longer than 48 hours, Provider will act on behalf of Client and make decisions without Client’s consent that is believed to be the best for Customer, Client and Provider.
    7. Step-In Rights. In addition to Provider’s right to terminate this Agreement, and not in lieu of such right, or any other rights Provider may have against Client, upon a failure to cure any default within the applicable time period (if any), Provider has the right, but not the obligation, to exercise complete authority with respect to the operation of the Business until such time as Provider determines that the default has been cured, and Client is otherwise in compliance with this Agreement. In the event Provider exercises the rights described in this Section 13.1.8, Client must reimburse Provider for all reasonable costs and overhead, if any, incurred in connection with its operation of Client’s business including, without limitations, costs of personnel for supervising and staffing the business. If Provider undertakes to operate the Business pursuant to this Section 13.1.8, Client agrees to indemnify and hold Provider (and Provider’s representative(s) and employees) harmless from and against any fines, claims, suits or proceedings which may arise out of Provider’s operation of the business.
14. REFUNDS
    1. Cancellation before Development. In the event Client chooses to cancel services before development has begun by Provider, a refund of the Prepay Deposit will be issued less the transaction fee.
    2. Cancellation after Development begins. In the event Client cancels services after development begins, at Provider’s discretion, a prorated refund of the Prepay Deposit may or may not be due depending on the amount of work completed by Provider.
    3. Non-Refundable. All payments made for Growth Management, Back-End Management or Software Maintenance after service period of the Prepay Deposit are non-refundable.
15. POST TERM OBLIGATIONS
    Upon the termination or expiration of this Agreement for any reason, Client understands the following is in effect immediately:
    1. Client ceases to be a client of Provider under this Agreement;
    2. Client releases Provider of all responsibilities outlined in this Agreement;
    3. Client must pay all sums owed to Provider. Upon termination for any default by Client, such sums will include actual damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Provider as a result of the default;
    4. At Client’s expense, Client must transfer website data from Provider’s servers to Client’s own hosting within 14 days from date of service termination notice. Failure to comply will result in Client’s website no longer hosted on Provider’s server;
    5. If provided by Provider, Client must immediately cease using all telephone numbers and listings used in connection with the operation of the Business. Client must change or replace the provided phone number(s) within fifteen (15) days of termination before number(s) are disconnected.
16. EXAMINATION OF FINANCIAL STATEMENTS
    Provider and its designated agents, including accountants and auditors, shall have the right to examine and audit such Financial Statements related specifically to credit repair services at all reasonable times at the place(s) where such Financial Statements are maintained by or for Client to ensure that Client is complying with the terms of this Agreement. All data unrelated to credit repair services may be redacted by Client. Provider has the right to have an independent third party audit the Financial Statement. If the independent third party’s examination reveals that any financial information Client reported and any amounts Client paid Provider or its affiliates are less than the amounts Provider calculates, Client must immediately pay Provider the amount owing in accordance with the corrected report, plus interest as provided in this Agreement. If an independent third party finds a discrepancy of two percent (2%) or more of the amount that Client should have paid or reported or that Client has failed to submit timely reports and/or remittances for any two reporting periods within any twelve (12) month period, Client also must pay and reimburse Provider for all expenses connected with the examination. This may include reasonable accounting and legal fees and travel expenses. Provider also may exercise any other remedies Provider may have under this Agreement, including the right to terminate this Agreement.
17. REINSTATEMENT
    In case Client wishes to return after service termination and Provider allows Client to return, there will be a reinstatement fee of $3,000. This fee is non-negotiable and may increase over time at Provider’s discretion. In addition to reinstatement fee, Client must clear all owed fees, invoices and must meet all criteria and requirements to be in compliance with state and federal regulations including, but not limited to, license, registrations and bond.
18. SERVICEABLE STATE
    If applicable in signed service agreement, lead generation from the Provider’s network is available and dispersed only in the same state Client is operating business from. I.E. If Client’s business is registered to California, leads generated from Provider’s network are only from California. Client is able to market and attract customers from external states that Client is legally able to accept customers from Client’s own effort and expense. Client must not advertise or promote to customers from states such as Georgia, Kansas, Kentucky, New York, Oregon and South Carolina. These are unsupported states that Provider will not offer credit repair services to at the time of this Agreement. Additional states may be added or removed in the future at the Providers discretion and disclosure. Credit repair services in Georgia are currently illegal. Illegal activity, such as this, by Client is grounds for service termination.
19. TERRITORY EXPANSION
    Client may directly and personally expand into additional states at Client’s own expense and effort. If Client wishes to receive leads and customers provided by Provider from an additional state, Client must pay Provider a one-time charge for a New Territory Expansion Fee of $30,000. This one-time charge is valid for one new state/territory per Client Business for the term of this Agreement. Provider has authority to modify the New Territory Expansion Fee each year for non-purchased territories by Client.
20. REBRANDING
    Client may make a request to change company branding such as logo design, domain name, website URL, logo design, website color scheme and major website changes at Client’s expense. Client must pay Provider for the changes and the affected platforms such as Go High Level, Zapier, Customerly, 8×8, Google WorkSpace, WordPress website, Dispute Portal, social media platforms and the such that must be updated to reflect the rebranding request. Cost of rebranding will be discussed only at the time of request.
21. FORCE MAJEURE
    Whenever a period of time is provided in this Agreement for either party to do or perform any act or thing, except the payment of monies, neither party shall be liable or responsible for any delays due to strikes, lockouts, casualties, acts of God, war, pandemics, government regulation or control or other causes beyond the reasonable control of the parties, and in any event said time period for the performance of an obligation hereunder shall be extended for the amount of time of the delay. This clause shall not apply or not result in an extension of the term of this Agreement.
22. GOVERNING LAW
    This Agreement shall be governed by and construed in accordance with the laws of Texas, which laws shall prevail in the event of any conflict of law.
23. DISPUTE RESOLUTION AND CORRESPONDING PROCEDURES
    1. Arbitration. Any dispute between Client and Provider or their respective affiliates arising under, out of, in connection with or in relation to this Agreement, the parties’ relationship, or Client’s Business must be submitted to binding arbitration in Nueces County, Texas (or the county of Provider’s then-current headquarters) in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Any arbitration must be on an individual basis and the parties and the arbitrator will have no authority or power to proceed with any claim as a class action or otherwise to join or consolidate any claim with any other claim or any proceedings involving their parties. In the event a court determines that this limitation on joinder of or class action certification of claims is unenforceable, then this entire commitment to arbitrate will become null and void and the parties must submit all claims to the jurisdiction of the courts.
       1. Each party must bear its own costs of arbitration. The arbitrator shall award the prevailing party all reasonable costs and attorneys’ fees. The arbitrator will have no authority to determine class action claims and will have no authority to amend or modify the terms of the Agreement. To the extent permitted by applicable law, no issue of fact or law may be given preclusive or collateral estoppel effect in any arbitration, except to the extent such issue may have been determined in another proceeding between the parties.
       2. Judgment upon the award of the arbitrator must be submitted for confirmation to any court having competent jurisdiction. The decision of the arbitrator shall be final and binding on all parties to the dispute; however, the arbitrator may not under any circumstances: (1) stay the effectiveness of any pending termination of this Agreement; (2) assess punitive or exemplary damages, or (3) make any award which extends, modifies or suspends any lawful term of this Agreement or any reasonable standard of business. This Agreement to arbitrate will survive any termination or expiration of this Agreement.
    2. Exceptions to Arbitration. Notwithstanding Section 23.1, the parties agree that the following claims will not be subject to arbitration: any action for declaratory or equitable relief, including, without limitation, seeking preliminary or permanent injunctive relief, specific performance, other relief in the nature of equity to enjoin any harm or threat of harm to such party’s tangible or intangible property, brought at any time, including, without limitation, prior to or during the pendency of any arbitration proceedings initiated hereunder;
    3. Prior Notice of Claims. As a condition precedent to commencing an action for damages or for violation or breach of this Agreement, Client must notify Provider within thirty (30) days after the discovery of the violation or breach and grant Provider a reasonable opportunity to cure any alleged default. Failure to timely give such notice will preclude any claim for damages.
    4. Third Party Beneficiaries. Provider’s officers, directors, shareholders, agents and/or employees are express third party beneficiaries of this Agreement, each having authority to specifically enforce the right to mediate or arbitrate claims asserted against such persons by Client.
    5. No Right to Offset. Client may not withhold all or any part of any payment to Provider or any of its Affiliates on the grounds of Provider’s alleged nonperformance or as an offset against any amount Provider or any of Provider’s affiliates allegedly may owe Client under this Agreement or any related agreements.
    6. Venue. Nothing contained in this Agreement will prevent Provider or Client from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other emergency relief available to safeguard such party’s interests. The parties expressly agree to the exclusive jurisdiction and venue of any court of general jurisdiction in Nueces County, Texas, and the jurisdiction and venue of the United States District Court presiding over Nueces County, Texas. Client acknowledges that this Agreement has been entered into in the State of Texas, and that Client is to receive valuable and continuing services emanating from Provider’s headquarters, including but not limited to assistance, support and the development of the System. In recognition of such services and their origin, Client hereby irrevocably consents to the personal jurisdiction of the state and federal courts of Texas set forth above. The Parties hereby waive all questions of personal jurisdiction or venue for the purposes of carrying out this provision.
    7. Limitation on Actions. The parties further agree that no cause of action arising out of or under this Agreement may be maintained by Client against Provider unless brought before the expiration of one year after the act, transaction or occurrence upon which such action is based or the expiration of one year after the complaining party becomes aware or should have become aware of facts or circumstances reasonably indicating that such party may have a claim against the other party hereunder, whichever occurs sooner, and that any action not brought within this period will be barred as a claim, counterclaim, defense or set-off.
    8. Waiver of Punitive Damages. Client hereby waives to the fullest extent permitted by law, any right to or claim for any punitive, exemplary, incidental, indirect, special or consequential damages (including, without limitation, lost profits) against Provider arising out of any cause whatsoever (whether such cause be based in contract, negligence, strict liability, other tort or otherwise) and agrees that in the event of a dispute, Client’s recovery is limited to actual damages. If any other term of this Agreement is found or determined to be unconscionable or unenforceable for any reason, the foregoing provisions will continue in full force and effect, including, without limitation, the waiver of any right to claim any consequential damages.
    9. Jury Trial Waiver. With respect to any proceeding not subject to arbitration, the parties hereby agree to waive trial by jury in any action, proceeding or counterclaim, whether at law or equity, regardless of which party brings suit. This waiver will apply to any matter whatsoever between the parties hereto which arises out of or is related in any way to this Agreement, the performance of either party, and/or Client’s purchase from Provider of the Business and/or any services.
24. INJUNCTIVE RELIEF
    Client acknowledges that disclosure or personal use of any Proprietary Information by Client or breach by Client of any of the covenants will give rise to irreparable injury to Provider, or clients of Provider. Client also agrees that this injury to Provider, or clients of Provider, would be inadequately compensated in money damages alone. Accordingly, Provider or, where appropriate the client of Provider, may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure or personal use of any Proprietary Information by Client, in addition to any other legal remedies which may be available.
25. DISCLOSURE OF OWNERSHIP INTERESTS
    Client and each of its owners represents, warrants and agrees to upon request, provide a list of all owners and respective ownership percentages to Provider. If Client is, or at any time becomes, a business corporation, partnership, limited liability company or other legal entity, Client and each of its owners represents, warrants and agrees that: (a) Client is duly organized and validly existing under the laws of the state of its organization; (b) Client has the authority to execute and deliver the Agreement and all related agreements and to perform its obligations under all such agreements; (c) the articles of incorporation, partnership agreement or other organizational documents recite that the issuance, transfer or pledge of any direct or indirect legal or beneficial ownership interest in Client is restricted by the terms of the Agreement; and (d) all certificates representing direct or indirect legal or beneficial ownership interests now or hereafter issued bear a legend in conformity with applicable law reciting or referring to such restrictions.
26.  LAWS, PERMITS AND INDEBTEDNESS
    1. Laws and Permits. Client shall secure and maintain in force in Client’s name all required licenses, permits, and certificates relating to the conduct of your business pursuant to this Agreement. Client shall operate its Credit Repair Organization in full compliance with all applicable laws, ordinances and regulations including, without limitation, FTC, CROA, FCRA, CSR, TSR, local tax and federal tax.
    2. Ethical Conduct. All advertising by Client shall be completely factual, in good taste in Provider’s judgment, and shall conform to high standards of ethical advertising. Client shall in all dealings with its customers, suppliers, public officials, and Provider adhere to high standards of honesty, integrity, fair dealing and ethical conduct. Client agrees to refrain from any business or advertising practice which may be injurious to Provider and the goodwill associated with Provider. Client shall notify Provider in writing within five (5) days of Client learning of the commencement of any action, suit or proceeding.
    3. Full and Sole Responsibility for Debts and Obligations. Client hereby expressly covenants and agrees to accept full and sole responsibility for any and all debts and obligations incurred in the operation of the Business.
27. EFFECTIVE DATE
    This Agreement will take effect upon cleared payment of Prepay amount described in Section 3.1 and execution by all parties hereto (“Effective Date”) and, unless previously terminated pursuant to Section 8, its term will extend until cancellation by Client or Term expires.
28. ACKNOWLEDGEMENTS
    Client acknowledges that Client has read this Terms Of Service and agrees to the terms set forth. This contract remains enforced until Term expires. If for any reason, one part of this contract becomes invalid, or unenforceable, the remaining parts of the contract still remain in place. This contract is a legal document under the exclusive jurisdiction of the courts seated in the State Of Texas. Failure to enforce these Terms and Conditions and related Policies in every instance does not amount to a waiver of Company rights. In case of failure to sign this Agreement, as stated in the Terms of Service, Agreement will be acknowledged as accepted by both parties even if no signature is provided by Client within 5 days of the purchase of services described in this Agreement.
29. CHANGES TO TERMS OF SERVICE
    Provider reserves the right to add, delete, or modify any provision of these ‘Terms Of Service’ at any time without notice. While changes and updates are normally minor and do not affect the overall agreement between Provider and Client, failure to receive notification of a modification does not make it invalid.