Terms of Services

PRONEXIS MASTER SERVICES AGREEMENT (this "Agreement" or the “MSA”) is entered into as of the Effective Date by and between Five Star Connect Inc., a Delaware corporation doing business as PRONEXIS and with offices located at 761 W. Spring Creek Pl., Ste 200, Springville, UT 84663 (herein “PRONEXIS”).                                                                        

 WHEREAS, CLIENT is engaged in the business of operating a platform of home service based brands and desires to retain the services of PRONEXIS to provide omnichannel and telephone call center sales and support services as to CLIENT, CLIENT affiliates or their Franchisees described in applicable statement(s) of work entered into pursuant to this Agreement, and PRONEXIS desires to provide such services, on the terms and conditions set forth in this Agreement and each applicable statement of work.

 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1. INCORPORATION OF RECITALS.

The foregoing recitals are incorporated as part of this Agreement as set forth fully herein.

2. SALES SUPPORT EFFECTIVE DATE.

The Teleservices provided for herein shall commence on the date the contract on file was signed and continue without interruption during the Term of this agreement unless sooner terminated as provided for herein unless mandated by the Franchisor.

3. TERM, TERMINATION AND SURVIVAL

   1. Term.  This Agreement shall commence on the Effective Date for an initial term of ninety days, (90 days)  (the “Initial Term”).  After the Initial Term, this Agreement shall automatically continue on a month-to-month basis (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”) until either party gives the other party notice of its intent to terminate at least thirty (30) days prior to the end of the Initial Term or Renewal Term.  Programs that are mandated by the franchisor as part of their FDD program would need a release letter from the brand president.

   2. Termination.  If either party materially defaults in any of its obligations under this Agreement, the non-defaulting party, at its option, may terminate this Agreement by written notice to the party unless, within thirty (30) calendar days after receiving such written default notice, the defaulting party remedies the default.  Additionally, CLIENT may terminate this Agreement or any SOW (Addendum B) by providing at least thirty (30) days written notice to PRONEXIS if the service levels in Exhibit A are not met three (3) times in a rolling twelve (12) month period, in addition to any other rights or remedies CLIENT has under this Agreement, at law or in equity.  Notwithstanding anything to the contrary herein, CLIENT may terminate this Agreement or any SOW (Addendum B) for convenience upon at least ninety (90) calendar days’ written notice to PRONEXIS.  This Agreement will automatically terminate, without notice, (i) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts which is not dismissed with prejudice within sixty (60) calendar days, (ii) upon either party making an assignment for the benefit of creditors, or (iii) upon either party’s dissolution, ceasing to do business or failure to pay its debts or perform its obligations in the ordinary course of business as they mature.

   3. Survival.  Sections 3.3 (Survival), 4 (Definitions), 8 (Franchisees), 9 (Limitation of Liability), 10 (Indemnification), 11 (Confidentiality), 12 (Representations and Warranties), 13 (Relationship of the Parties), 14 (Non-Solicitation), 16 (Arbitration and Governing Law), 17 (Waiver), 18 (Assignment), 19 (Notices), 20 (Severability), 21 (Entire Agreement, Amendment and Counterparts), 22 (Publicity) and 23 (Construction, Captions and Section Headings) will survive the expiration or termination of this Agreement. Addendum A DPA, Addendum B SOW, Addendum C Pricing , Addendum D Refunds and Credits

4. DEFINITIONS.

The following terms, when used herein with initial capital letters, have the meanings set forth in this Section.

1. “Answering Service” means a form of Teleservice whereby a message is taken only and then delivered per the Customer’s instructions.  Sales Support Agents will not attempt to sell services or products to Franchisees who wish to opt for this program.

2. “Cancellations” means the Customer action of canceling an appointment.  Cancellations communicated to or made known to PRONEXIS will be communicated in written form to CLIENT or applicable CLIENT affiliate immediately, but in no circumstance later than two (2) business days.  PRONEXIS and CLIENT agree that revenues on all Cancellations will be refunded if reported by PRONEXIS within two (2) business days after the Cancellation. Any Cancellations thereafter shall not affect the calculation of conversion ratios.

3. “Customer” means a lead or individual that expresses an interest in CLIENT’s or CLIENT’s affiliate’s services or an existing customer of CLIENT or CLIENT affiliate.

4. “Dedicated Agent” means a Sales Support Agent who will perform Teleservices exclusively for the CLIENT, CLIENT affiliates and/or Franchisees. 

5. “Franchisee(s)” means an independently owned and operated location with an effective franchise agreement with CLIENT or a CLIENT affiliate and who is responsible for its own acts and/or omissions.

6. “Handle Time” means the duration of one telephone transaction including any hold time, talk time, or related wrap time that follow the transaction.  

7. “Inbound Call” means any call that has arrived to PRONEXIS’s Interactive Voice Response Unit (an "IVR") or similar system by way of CLIENT forwarding telephone numbers, parsing digital information or other mechanism.

8. “Mixed Agent” means a Sales Support Agent who will perform Teleservices on behalf of the CLIENT and other PRONEXIS clients.

9. “Outbound Call” means a call initiated from PRONEXIS to a Customer on behalf of the CLIENT for the purpose of providing Teleservices as described in this Agreement.

10. “Sales Support Agent” means an employee or agent of PRONEXIS responsible for conducting Teleservices on behalf of CLIENT.

11. “SOW” means a statement of work that describes at a minimum, the Teleservices to be provided, to whom such Teleservices are to be provided, the schedule for providing such Teleservices and pricing and payment terms.  

12. “Teleservices” means the call center, sales support and related inbound and outbound services described in applicable statement(s) of work properly executed by PRONEXIS and the applicable CLIENT affiliate.

13. “Trademark(s)” means (a) the trademarks, trade names and service marks used by CLIENT and/or CLIENT affiliates, whether registered or unregistered, (b) the respective stylistic marks and distinctive logotypes for such trademarks, trade names and service marks, and (c) such other marks and logotypes as CLIENT and/or CLIENT affiliates may designate from time to time.

14. “Mandated Program” means Teleservices are a requirement of the franchise FDD agreement with their franchise brand headquarters.   

15. “Omnichannel”  means telephone, SMS, Text and Email programs.  

5. OBLIGATIONS

   1. Teleservices.  During the Term, PRONEXIS will provide Teleservices to CLIENT, CLIENT affiliate(s) and/or their Franchisees in accordance with the applicable SOW (Addendum B).

      1. PRONEXIS will use its commercially reasonable best efforts to support and promote the respective CLIENT’s branding strategy provided that this has been communicated to PRONEXIS.  PRONEXIS will perform and provide the Teleservices in a professional and workmanlike manner and in accordance with generally accepted industry standards (including, without limitation, with respect to quality, timeliness, nature, accuracy, completeness, responsiveness and efficiency).  PRONEXIS will maintain adequate staffing levels as it deems appropriate to comply with this Agreement.

      2. PRONEXIS will utilize its facility at 761 W Spring Creek Pl., Ste 200, Springville UT 84663, or such other suitable location(s) in the United States of America as PRONEXIS may deem appropriate, for delivery of the Teleservices.  PRONEXIS will bear all expenses associated with operating such facilities and its business.  Any location utilized by PRONEXIS to deliver the Teleservices will be equipped with appropriate hardware and systems, including support and call monitoring tools, documentation, and knowledge bases.  PRONEXIS represents and warrants that on the Effective Date and throughout the Term, PRONEXIS will maintain commercially reasonable call center technology, including but not limited to the technology listed on Exhibit A.

      3. From time to time during the Term, CLIENT may make written requests for changes in the Teleservices.  Within three (3) business days of receiving such a request, at no cost to CLIENT, PRONEXIS will provide CLIENT with a written estimate of the anticipated timing of complying with CLIENTs request and anticipated costs, if any.  If, in its sole discretion, CLIENT approves PRONEXIS’s estimate, the parties will enter into an SOW (Addendum B) or a change order amending the original SOW (Addendum B) (“Change Order”).  PRONEXIS shall not commence work, and CLIENT shall not be liable for any work, until the parties have entered into and properly executed an SOW (Addendum B) or Change Order (as the case may be) describing the modified Teleservices, schedule and cost.  PRONEXIS will provide CLIENT with weekly updates until the work is completed.  Any costs associated with work on such changes shall be invoiced to CLIENT in accordance with the SOW (Addendum B) or Change Order.  CLIENT will pay for all undisputed actual costs associated with work on changes requested by CLIENT in accordance with the SOW (Addendum B) or Change Order.

   2. Program Managers.  The parties will cooperate with each other in good faith in all matters relating to the provision and receipt of the Teleservices.  Each party will assign a program manager to be the primary contact regarding management of performance of the Teleservices (each, a “Program Manager”).  Either party hereto may change its designated Program Manager by providing the other party hereto with written notice in accordance with Section 17 (Notices).

   3. Integration with Other Systems/Point-of-Sale Systems.  If needed and upon CLIENT’s written request, PRONEXIS will integrate, at then-current rates, its systems and processes related to the Teleservices with point of-sale systems or other CRM systems that CLIENT reasonably deems necessary or advisable to support the Franchisees.  CLIENT will provide PRONEXIS with such assistance, technical information, and technical support as may be reasonably required to perform such integration.

   4. Reports.  PRONEXIS will provide CLIENT with its standard reports through its online dashboard and will provide CLIENT a username and password to access these reports as of the Effective Date.  Examples of standard reports are attached as Exhibit B to this Agreement.  CLIENT understands that requests by CLIENT for any additional, customized, or special reporting requirements may require reasonable time to develop and that any additional costs associated with such requests shall be borne by CLIENT,  subject to the parties executing a mutually agreeable SOW (Addendum B) for such request.

   5. On-Boarding.  PRONEXIS will provide CLIENT with a list of information required in order to initiate delivery of Teleservices to a new Franchisee (“On-Boarding Checklist”).  For each such new Franchisee, CLIENT will provide PRONEXIS with information available to CLIENT identified on the On-Boarding Checklist.  Based on the information received from CLIENT, PRONEXIS will establish each new Franchisee into its systems and processes as required to initiate delivery of Teleservices within two (2) weeks of receiving such information. As part of such On-Boarding, and periodically thereafter, PRONEXIS may require CLIENT to complete a know-your-customer (“KYC”) checklist (and for SMS, a 10DLC questionnaire) to demonstrate CLIENT’s commitment to legal compliance.  PRONEXIS is committed to KYC due diligence and to not providing services to entities or individuals who intend to violate the law or treat consumers unfairly.  You may not use our Teleservices to violate the law.

   6. Termination of Franchisee.  From time to time during the Term, CLIENT will notify PRONEXIS, through the parties’ respective Program Managers, that a Franchisee’s franchise agreement has expired or been terminated or will expire or terminate on a given date (the subject of any such notice, a “Former Franchisee”).  PRONEXIS will not provide Teleservices to any Former Franchisee after the date given by CLIENT in such notice (or the date notice is received if no date is given).  In addition, neither PRONEXIS nor any of its affiliates will provide services the same as or substantially similar to the Teleservices to any Former Franchisee for a period of two (2) years after the date given by CLIENT in such notice (or the date notice is received if no date is given).

   7. Escalations.  PRONEXIS agrees to notify CLIENT expeditiously of any complaints by Customers.  The parties agree that CLIENT, CLIENT affiliate or Franchisee (as the case may be) is responsible for fulfilling such Customer’s requests.  Should PRONEXIS’s notice obligations pursuant to this Section 5.7 significantly interfere with its primary Teleservices activities, PRONEXIS will notify CLIENT.  The parties agree that upon such notice, failure of CLIENT, CLIENT affiliate or Franchisee (as the case may be) to remedy the noticed situation(s) will result in PRONEXIS’s Teleservices accruing per-minute escalation fees of $1.20 per minute (“Escalation Fees”), together with reasonably necessary costs.

   8. Training.  At CLIENT’S expense and with adequate lead time, CLIENT will provide PRONEXIS with materials reasonably necessary and legally complaint for PRONEXIS personnel to render Teleservices in a workmanlike manner; for purposes of this Section, “materials” is intended to include, without limitation, CLIENT materials pertaining to CLIENT’S brand, promotions, training materials, operational policies or procedures, or other materials that PRONEXIS may use for the benefit of CLIENT in PRONEXIS’s delivery of Teleservices pursuant to this Agreement.

   9. Service Coverage.  PRONEXIS will provide Teleservices commencing on the dates/times listed in Exhibit A.

   10. Mixed Sales Support Agents:  PRONEXIS will provide Mixed Sales Support Agents 24 hours per day.  

PRICING, INVOICE AND PAYMENT.

11. Consent.  Client agrees to recurring monthly payments and authorizes PRONEXIS to automatically deduct funds to cover all fees associated with the program as outlined in Addendum C, Page 18 and in 6.2 below.   

12. Pricing.  Pricing will be as set forth in Addendum C, Page 18 .  Pricing for call center base fees, per minute fees, and any applicable appointment or sales fees pricing shall remain unchanged for the first 12 months of this agreement. After 12 months,  PRONEXIS reserves the right to increase pricing based on market conditions and will provide 30 days written notice. Client understands that any additional technology work after the official launch date of the program will be paid separately.   All future technology fees and any applicable integration fees will be drawn up on a separate proof of concept and SOW with pricing agreed upon by both parties prior to implementation.   

13. Invoices.  Unless otherwise specified in an SOW (Addendum B), on or about the first day of each month, PRONEXIS will send to CLIENT a monthly invoice for the upcoming month’s Dedicated Agent Fee and/or Monthly fee, along with accrued per minute fees and revenue percentage fees for services rendered during the preceding month for which CLIENT has agreed to assume responsibility.  Failure to timely pay may result in late charges and the immediate temporary or permanent suspension of Teleservices to CLIENT at the discretion of PRONEXIS, within thirty (30) days (or on a Net 15 basis) of CLIENT’s receipt of PRONEXIS’ invoice.  Unless otherwise specified in an SOW (Addendum B), for billing of Teleservices provided to Franchisee(s) for which CLIENT is responsible, if applicable, on or about the first day of each month, PRONEXIS will send an invoice to CLIENT, for the upcoming month’s Monthly fees for each location, along with the preceding month’s accrued per minute, dedicated agent fee(s), or revenue percentage fee charges for each participating location.

14. Records.  PRONEXIS shall maintain true and correct records of all receipts, invoices, reports and other documents relating to the TeleServices rendered hereunder in accordance with generally accepted accounting principles.  CLIENT may dispute any appointment within 48 hours of the date and time of the appointment.  If the appointment was canceled, or the Customer did not appear at the agreed-upon time, PRONEXIS will make best efforts to reschedule the appointment for the agreed-upon fee.  If PRONEXIS is unable to reschedule the appointment a credit will be issued equal to the appointment fee. Without limiting the generality of the foregoing, PRONEXIS’s accounting records shall be maintained in sufficient detail to enable an auditor to verify the accuracy, completeness and appropriateness of the charges for the TeleServices hereunder.  CLIENT shall have the right to inspect and, at its own expense, copy such records, provided that CLIENT shall give PRONEXIS reasonable prior notice of any such inspection or copying request.

15. Adjustments.  After the Initial Term, PRONEXIS may adjust the fees charged to CLIENT to reflect commercially reasonable changes in its costs of providing the Teleservices.  The fees of each Renewal Term will remain the same as the last month of the Initial Term or of the last month of each immediately preceding Renewal Term (whichever applies).  PRONEXIS reserves the right to change the fees at any time and for any reason provided it gives CLIENT no less than thirty (30) days advance notice from the date a change in fees will occur.

16. Delinquency.  Delinquent money owed will be assessed a $50 charge if payments are not received within 30-60 days of the due date.  If the amount remains delinquent 30-60 days after its due date, an additional five percent (5%) penalty will be added for each month of delinquency (not to exceed applicable anti-usury laws).  In case of collection proves necessary, the CLIENT agrees to pay all fees incurred in the process of collection and recovery (including all court costs and attorney's fees).  Accounts that are past due over 30-60 days may, with prior written notice, result in the suspension of the Teleservices program until said past due monies are paid in full.  PRONEXIS reserves the right to suspend Teleservices on accounts delinquent over 30-60 days with or without notice.

6. TAXES.

Any taxes assessed on the provision of the Teleservices hereunder will be paid by CLIENT (other than any income or withholding taxes on amounts paid to PRONEXIS pursuant to the terms hereof) provided such are itemized by PRONEXIS on its invoice to CLIENT.

7. FRANCHISEES

PRONEXIS acknowledges and agrees that:  (A) the Franchisees are:  (i) independently owned and operated businesses, (ii) responsible for its own acts or omissions, including, without limitation, any obligations incurred directly with PRONEXIS, and (iii) PRONEXIS shall not look to CLIENT or CLIENT affiliates for any acts or omissions of Franchisee(s); (B) neither CLIENT nor any CLIENT affiliate make any commitments on its own behalf or on behalf of the Franchisee(s) to procure or use the Teleservices or any volume of the Teleservices; (C) this Agreement does not constitute an exclusive opportunity for PRONEXIS to provide the Teleservices to CLIENT, CLIENT affiliates and/or Franchisees, and CLIENT, CLIENT affiliates and/or Franchisees may procure the same or similar services from any other third party before, during or after this Agreement without liability.  PRONEXIS shall provide the Teleservices to Franchisees on terms no less favorable than the terms in this Agreement.

8. LIMITATION OF LIABILITY

   1. Except as provided in this Agreement, the Teleservices are being provided “as is” and PRONEXIS disclaims any and all other warranties, whether expressed or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose, to the fullest extent permitted or authorized by law.  Except as provided in this Agreement, in no event shall either party be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement or substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of this Agreement, even if such party is aware of or has been advised of the possibility of such damage.  In no event shall any liability of a party under this Agreement exceed the fees paid by CLIENT to PRONEXIS hereunder during the immediately preceding twelve (12) month period or if the Agreement has been in place for less than twelve (12) months, the average monthly fee multiplied by twelve (12).

   2. The exclusions to and limitations on liability in Section 9.1 will not apply to:  (i) a party’s fraud, gross negligence, willful misconduct or to CLIENT’s violation of applicable law; (ii) a party’s breach of Sections 11 (Confidentiality) and/or 12 (Representations and Warranties), or (iii) a party’s obligations under Section 10 (Indemnification).

9. INDEMNIFICATION

   1. CLIENT agrees to indemnify PRONEXIS, to the fullest extent allowed by applicable law, for any third party actions, claims, damages, fines, judgments, liabilities, losses, penalties, obligations, suits, costs, disbursements and expenses (including reasonable attorneys’ and expert fees and expenses and reasonable investigation costs) (including arising from strict liability) (collectively, “Claims”) arising out of or relating to CLIENT’s provision of the required information, branding strategy materials, and instructions, including but not limited to, infringement of any intellectual property right of any kind, legislation or regulation, or any breach by CLIENT of Section 12 (Representations and Warranties) Agreement.  CLIENT’s obligations under this Section will not apply to the extent any such Claims arise from or relate to PRONEXIS’ use of the required information, branding strategy materials, and instructions other than in the form and manner and the purpose for which such are provided, any acts or omissions of PRONEXIS, or to Claims covered by Section 10.2.

   2. PRONEXIS agrees to defend, indemnify and hold harmless CLIENT, CLIENT affiliates, Franchisees, and each of their respective officers, directors, employees and representatives (collectively, “CLIENT Indemnitees”) to the fullest extent allowed by applicable law, from and against all Claims arising out of or relating to:  (i) any breach by PRONEXIS of Sections 12 (Representations and Warranties) and/or 10 (Confidentiality); (ii) Claims that the Teleservices and use thereof by CLIENT, CLIENT affiliates and/or Franchisee(s), infringe, misappropriate or violate the intellectual property, data privacy, publicity or other rights of any third party; (iii) a claim that any CLIENT Indemnitee is an “employer” or “joint employer” of the Dedicated Agents and/or Mixed Agents; and/or (iv) the violation of applicable law, negligence, gross negligence or willful misconduct of PRONEXIS, Dedicated Agent, Mixed Agent or any third party acting for or on behalf of PRONEXIS.

10. CONFIDENTIALITY

    1. Disclosure of Confidential Information.  The parties to this Agreement expressly acknowledge that any performance of PRONEXIS’s responsibilities hereunder may necessitate, and CLIENT, CLIENT affiliate(s) and/or Franchisee(s) may provide access to or the disclosure of Confidential Information (as herein defined) to PRONEXIS and that PRONEXIS’s responsibilities shall include the development of goodwill of CLIENT, CLIENT affiliates and/or Franchisees through PRONEXIS’s, Dedicated Agents and Mixed Agents’s communications or interactions with the CLIENT, CLIENT affiliates, Franchisees, Customers, suppliers, franchise developers, vendors, lenders, and other third party relationships.

    2. Confidential Information Defined.  The parties acknowledge that each party has trade, business and financial secrets and other confidential and proprietary information (collectively, the “Confidential Information”) that are special and unique assets of such party, created by or for the benefit of and/or obtained by the party at its time and/or expense, from which the party may or do derive independent economic value from the Confidential Information not being generally known to third parties.  The parties further acknowledge and understand that this Confidential Information and the ability to preserve it for the exclusive knowledge and use of the respective party owning it is of great competitive importance and competitive value to the party, and that improper use or disclosure of the Confidential Information will cause irreparable harm to the party whose Confidential Information may be disclosed hereunder, for which remedies at law will not be adequate.  As defined herein, the term Confidential Information includes, but is not limited to, whether made available in writing, electronically or orally, in whatever medium, and whether or not identified as confidential or proprietary, Results (as hereinafter defined), internal communications, marketing data, agreements, personnel information and personnel strategies, business plans and strategies, new product or service offerings, product and service information, marketing information, marketing methods, unpublished financial information, pricing information and techniques, pending mergers and acquisition transactions, expansion plans, customer and supplier lists, customer and supplier information, strategies, methods, procedures, processes including but not limited to the processes used to conduct the party’s business, contract terms, contract negotiations, compensation information, structures and plans, formulas, technology, documents, reports, analyses, data, studies, samples, copyright, trademark and patent applications, projections, software, trade secrets, know how, observations, business format systems, and other disclosures pertaining to, based on, or containing, directly or indirectly, in whole or in part, the Confidential Information.  Confidential Information does not include information that (i) was rightfully known to the general public prior to its disclosure to the receiving party, (ii) becomes generally known to the public subsequent to disclosure to the receiving party through no wrongful act of a receiving party or any of receiving party’s representatives, (iii) the receiving party can show was acquired by the receiving party, or is acquired by the receiving party from a third party and such third party did not, to the Receiving Party’s knowledge, obtain such confidential information subject to or in violation of obligations similar to those set forth in this Section, or (iv) was independently developed by the receiving party without reference to or use of the disclosing party’s Confidential Information.  The terms of this Agreement are Confidential Information.

    3. Maintenance of Confidential Information.  Receiving party shall use the Confidential Information solely to perform its obligations and exercise its rights under this Agreement and for no other purpose, and shall not disclose or permit access to Confidential Information other than to its affiliates and its or their employees, directors, shareholders, partners, members, managers, Franchisees (in the case of CLIENT and CLIENT affiliates) agents (including, Dedicated Agents and Mixed Agents, in the case of PRONEXIS), attorneys, accountants, and financial advisors (collectively, "Representatives") who:  (a) need access to such Confidential Information for purposes of this Agreement; (b) are informed of its confidential nature; and (c) are bound by written confidentiality obligations and use restrictions no less protective of the Confidential Information than the terms contained herein.  Receiving party shall safeguard the Confidential Information from unauthorized access, use or disclosure using at least the degree of care it uses to protect its most sensitive information and no less than a commercially reasonable degree of care.  Receiving party shall promptly notify the disclosing party in writing of any unauthorized access, use or disclosure of Confidential Information and take all commercially reasonable steps and cooperate with the disclosing party to prevent further use or disclosure.  Receiving party shall retain Confidential Information only for so long as, and solely to the extent, necessary to perform this Agreement.  Subject to Section 8 (Franchisees), the receiving party shall be responsible for any breach of this Agreement caused by its Representatives.

    4. Legally Mandated Disclosure.  If receiving party or any of its Representatives is required by applicable law or a valid legal order to disclose any Confidential Information, recipient shall, before such disclosure and where legally permitted, notify disclosing party of such requirements so that disclosing party may seek a protective order or other remedy, and receiving party shall reasonably assist disclosing party therewith.  If receiving party remains legally compelled to make such disclosure, it shall:  (a) only disclose that portion of the Confidential Information that, in the written opinion of its legal counsel, receiving party is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

    5. Ownership.  As between the parties, each receiving party acknowledges and agrees that the Confidential Information, and all copies and manifestations of the Confidential Information, are, and shall remain at all times, the exclusive property of the disclosing party.

    6. Return or Secure Destruction of Confidential Information.  Receiving party shall, immediately upon the disclosing party’s request, when no longer necessary to perform its obligations under this Agreement, or promptly upon termination of the Agreement, regardless of the reason and who is the terminating party, return to the disclosing party in an orderly fashion or (at the disclosing party’s option) securely destroy and confirm the secure destruction of:  (i) all copies and manifestations of Confidential Information that the receiving party may have or have had access to, (ii) all documents, other materials and equipment provided by any disclosing party or otherwise obtained by the receiving party during and in connection with this Agreement, and (iii) all documents and materials that the receiving party has prepared during the Agreement that includes the disclosing party’s Confidential Information.

    7. U.S. State Data Privacy Requirements (“DPA”).  PRONEXIS shall comply with the attached DPA in the performance of this Agreement.

11. REPRESENTATIONS AND WARRANTIES

    1. CLIENT represents and warrants that the use of all elements that CLIENT provides to PRONEXIS for Teleservices when used in the form and manner provided, for the purpose for which it is provided, and as authorized in this Agreement, including telephone number lead data, text, images, ad copy, or any other content, will not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, privacy and publicity rights, contractual rights, or other rights of any third party. CLIENT represents and warrants that it will not use any form of automated technology, prerecorded messages or artificial/AI-voices to contact any leads associated with the Teleservices or this Agreement, and will immediately record and honor all opt-outs and revocations of prior consent.

    2. PRONEXIS represents, warrants and covenants that:  (i) PRONEXIS shall perform the Teleservices with skill, care and diligence in accordance with industry standards and in a timely manner, and that its Dedicated Agents and Mixed Agents are trained and qualified to perform their duties with respect to the Teleservices; (ii) PRONEXIS shall comply with all applicable laws, rules and regulations in connection with its performance of this Agreement; (iii) PRONEXIS has the right to enter into and perform this Agreement without the consent of a third party; (iv) PRONEXIS has all the governmental and/or third party approvals, authorizations, consents, licenses, permits and registrations to perform this Agreement; (v) the Teleservices will operate in conformance with the description on PRONEXIS’s website and other documentation relating to the Teleservices; (vi) the Teleservices and use thereof by CLIENT, CLIENT affiliates and/or Franchisee(s), do not and will not infringe, violate or misappropriate the intellectual property, data privacy, publicity or other rights of any third party; (vii) PRONEXIS has and shall maintain a written data security policy that complies with the control standards and frameworks specified under ISO 27001 and SSAE 16 SOC 2 Type II; (viii) PRONEXIS shall maintain and will continue to maintain sufficient hardware and network capacity to maintain performance of the Teleservices; and (ix) the Teleservices and use thereof by CLIENT, CLIENT affiliates and/or Franchisees, do not and will not contain any viruses, invasive, disabling or malicious code or mechanisms and will not introduce any of the foregoing into CLIENT’s, CLIENT affiliates and/or Franchisees systems or networks.  Notwithstanding the above, CLIENT alone is responsible to ensure that its products, services, marketing campaigns and outreach fully comply with applicable law, including by ensuring that CLIENT does not use the Teleservices to violate the law.  CLIENT understands that PRONEXIS shall not act as CLIENT’s compliance officer, provide any legal advice to CLIENT, or otherwise ensure that CLIENT’s campaigns meet any particular legal requirements which apply to CLIENT.  PRONEXIS is merely a tool—a tool which CLIENT must use in compliance with the law.  The calls, messages and campaign in general are CLIENT’s alone.

12. RELATIONSHIP OF THE PARTIES

The parties shall at all times be and remain independent contractors in their relationship to each other.  Neither party shall hold itself out as an agent, representative, partner or joint venture of the other party.  Neither party will share in the profits or losses of the other party.

13. NON-SOLICITATION

During the term of this Agreement and for a period of two (2) years thereafter, each party shall refrain from directly or indirectly, hiring or soliciting for hire any of the other party’s employees, consultants, agents, or representatives , or soliciting any of them to resign from their employment with the other party.  Each party acknowledges that this covenant is necessary to enable the other party to maintain a stable workforce and remain in business.  This provision, however, shall not (i) prevent a party from placing general job advertisements to which the other party’s employee, consultant, agent or representative responds, (ii) prevent a party from considering for employment any individual who employment has been terminated prior to any such consideration, or (iii) prevent a party from considering an individual who exclusively initiates a request for employment from the other party.

14. FORCE MAJEURE

Neither party hereunder shall be liable to the other for any failure or delay in performance, of its obligations under this Agreement due to causes beyond reasonable control of the party in question such as, among others, governmental action (including quarantine, emergency declaration, or other response to conditions described herein) or rioting, civil commotion, fire, flood, epidemic or act of God.  Performance of the contractual obligation which has been delayed by the force majeure shall be deemed suspended only for a period equal to the delay caused by such an event.

15. ARBITRATION AND GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware.  In the event the parties have any material dispute under this Agreement, the parties hereby agree to submit any such dispute to binding and confidential arbitration in the State of Delaware and interpreted under Delaware law.  Any such arbitration will be conducted by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  In the event the parties cannot agree within thirty (30) days following a written demand for arbitration on who the single arbitrator will be, then the American Arbitration Association shall choose an arbitrator for the parties from the National Panel of Arbitrators.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, which shall include, but not be limited to, the courts within Maryland.

16. WAIVER

No failure or delay to enforce any term of this Agreement shall constitute a waiver of such term in the future unless such waiver so provided by its terms.

17. ASSIGNMENT

Neither party may assign this Agreement without the express written permission of the other party.  In the event of such an approved assignment then this Agreement shall insure to the benefit of the heirs, successors and assigns of the respective parties.  Notwithstanding the foregoing, (i) in the event of a change-in-control event whereby either Party is acquired in whole, or in majority part, such party may assign this Agreement to its successor-in-interest with notice to the non-assigning party, and (ii) CLIENT may sell its assets, sell securities in a public offering or in a private placement; merge with, acquire or be acquired by another CLIENT; or undertake a refinancing, recapitalization, leveraged buy-out or other economic or financial restructuring, without restriction and without affecting PRONEXIS’s obligations under this Agreement.  Any attempted assignment other than in accordance with this Section will be null and void.

18. NOTICES

All notices and demands required or permitted to be given by either party to the other under this Agreement shall be in writing, sent certified mail, return receipt requested, postage prepaid, or by Federal Express or other reputable overnight courier service, or by hand delivery and shall be deemed to have been received upon hand delivery, or one (1) business day following deposit with Federal Express or other reputable overnight courier service, or three (3) days following deposit in the U.S. Mail if sent by certified mail, to the address shown below or to such other address as either party may designate by notice to the other.

If to PRONEXIS:

PRONEXIS Inc.

Attention: Legal Department

761 W 1200 N #200

Springville UT 84663

Attn: Matthew Morrison

Attn:  General Counsel

19. SEVERABILITY

If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected and the same shall remain in effect.

20. ENTIRE AGREEMENT, AMENDMENT, COUNTERPARTS

This Agreement, together with all exhibits, attachments and SOW (Addendum B)s entered into pursuant to this Agreement, constitutes the entire integrated Agreement and understanding between the PRONEXIS and CLIENT with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions, and understandings between the PRONEXIS and CLIENT, either written or oral. This Agreement may not be modified or amended unless in writing and signed by the duly authorized signatories of both parties.  This Agreement may be executed in one or more counterparts, with the same effect as if the parties had signed the same document.  Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.  Signatures to this Agreement may be transmitted by facsimile, electronic or PDF and to the extent so transmitted will be deemed originals.

21. PUBLICITY

PRONEXIS may not issue any press release or make any other public announcement concerning this Agreement, use CLIENT’s, CLIENT’s affiliates’ or Franchisees’ names as a customer reference, or use the Trademarks or customer lists of CLIENT or CLIENT’s affiliates or any other materials, without CLIENT’s prior written approval, in each instance.  This Agreement does not constitute approval.

22. CONSTRUCTION, CAPTIONS AND SECTION HEADINGS This Agreement has been negotiated by the parties and their respective counsel.  This Agreement shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either party.  The captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

Addendum A

Data Processing Agreement 

 

1. Representations, Warranties, and Covenants.  Service Provider’s use, Collection, disclosure, storage, or Processing of Personal Information will be governed by the terms of this DPA.  Capitalized terms not defined in the Agreement or this DPA have the meaning given in any applicable law, regulation, or other legal requirement related to the use, disclosure, or protection of information about a natural person (“Data Protection Law”).  Where definitions of such terms vary between such statutes, the most comprehensive and restrictive definition will apply herein.  As used herein, “Personal Information” means personal information, consumer health data, personal data, sensitive personal information, and sensitive data, collectively, as those terms are defined by Data Protection Law.  Service Provider represents, warrants, and covenants that it will:

2. Process Personal Information received or Collected from or on behalf of CLIENT solely to provide the Teleservices, perform the Agreement, including any SOW (Addendum B), and only in compliance with Data Protection Law.  For the avoidance of doubt, the provision of Personal Information by CLIENT is not a Sale or Share of such Personal Information to Service Provider;

3. Not otherwise Sell, Share, retain, use, or disclose Personal Information received or Collected from or on behalf of CLIENT, except (a) to engage a subcontractor in compliance with Section 1.7; (b) for internal use in improving the quality of Service Provider’s Teleservices (provided that such use does not include building or modifying household or consumer profiles, cleaning/augmenting data acquired from another source, or creating de-identified or anonymized data), and (c) as otherwise permitted by Data Protection Law.

4. Assist CLIENT in complying with Consumer requests under Data Protection Law, including by deleting, correcting, providing access to, or stopping the Sale, Sharing, or other disclosure/use of Personal Information.  Service Provider will notify CLIENT within 48 hours of its receipt of a Consumer request and will comply with CLIENT’s direction regarding whether and how to respond thereto;

5. Provide information to CLIENT as necessary to enable CLIENT to conduct and document data protection impact assessments required by Data Protection Law;

6. Return or delete any Personal Information upon CLIENT’s request, unless retention is required by law;

7. Ensure that each person, including employees and subcontractors Processing Personal Information subject to the Agreement, is subject to a duty of confidentiality with respect to such Personal Information;

8. Not disclose Personal Information to or engage subcontractors (including affiliates) to Process Personal Information without prior written approval of CLIENT.  If authorized by CLIENT to engage a subcontractor, Service Provider will ensure that the subcontractor agrees in writing to (i) comply with this DPA and Data Protection Law; (ii) be trained to handle Personal Information; and (iii) comply with applicable CLIENT policies and procedures. Service Provider will be responsible for subcontractor’s noncompliance therewith, which will constitute a breach as if committed by Service Provider.  Service Provider will indemnify CLIENT for all losses resulting therefrom; and

9. Implement and maintain reasonable security procedures and practices appropriate to the nature of the Personal Information processed under this Agreement and required by Data Protection Law, including all applicable requirements described in the most recent version of the Center for Internet Security Controls.  Service Provider agrees that CLIENT may take reasonable and appropriate steps as it, in its sole discretion, deems warranted to stop and remediate unauthorized use of Personal Information.

2. Notification.  If Service Provider becomes aware of a breach or potential breach of security, or any unauthorized access, use, or disclosure, or loss of any Personal Information (“Data Incident”), Service Provider will promptly, at its expense:  (i) notify CLIENT; (ii) investigate the breach or potential breach; (iii) take reasonable steps to mitigate the effects thereof; and (iv) perform any post-incident assessments as required by CLIENT.

3. Audit Rights.  CLIENT, or any agency, representative, or third party working on its behalf, will have the right to audit Service Provider during normal business hours and on reasonable notice to monitor compliance with this DPA.  Service Provider agrees to make available to CLIENT all information necessary to demonstrate its compliance with this DPA and with Data Protection Law.  Each Party will bear their own expenses in relation to such an audit.

4. Indemnification.  In the event of a Data Incident, Service Provider will defend and indemnify CLIENT for (a) the costs of remedying any Data Incident related to Personal Information subject to this DPA, including costs to provide notices and credit services required by applicable law to third parties, and all associated support to such third parties (e.g., call center support); (b) any claims, fines, penalties, fees or other charges imposed upon or assessed against CLIENT by a governmental authority, arising out of an alleged violation of applicable law; and (c) any third party claims for damages (including attorneys’ fees) or penalties (including payment card brand fines) arising out of an alleged violation of applicable law or contract.

5. Certification.  Service Provider certifies that it understands and will comply with the restrictions and obligations in this DPA.  Service Provider agrees that it will promptly inform CLIENT if it makes a determination that it or its subcontractors can no longer meet their obligations under this DPA or under Data Protection Law.  This Section 5 will survive the termination of the Agreement.
   

Addendum B

Statement of Work

By accessing or using the Service each franchisee will agree to be bound by the Terms of Service (https://PRONEXIS.com/terms-services/).  

General:  PRONEXIS shall provide omnichannel and teleservices services according to this SOW and the MSA (Page 1). 

Scope –  PRONEXIS shall handle all incoming and outgoing calls, SMS Texts, Emails with all customers and pass this information to the CLIENT through technology and AI.  PRONEXIS shall provide a team of program certified agents and any additional AI needed to fulfill its obligations to CLIENT.  

Approach – PRONEXIS services shall include a combination of AI automated and personal messaging, email, live chat, fielding incoming calls, placing outgoing calls to take messages, scheduling appointments, and/or closing sales agreements on behalf of CLIENT as defined in the MSA.

Deliverables – PRONEXIS shall attempt to capture and enter information related to each customer, which includes but is not limited to full name, phone number, residential address, mailing address, email address, lead source, job type requested, and any other information deemed pertinent to the program and agreed upon in writing by both parties.   PRONEXIS shall train and grant CLIENT access to the CRM software which contains customer data and reporting information for the program.  PRONEXIS will send lead status and customer updates to the CLIENT via email and/or phone calls.  Some of this information will be automated and in real-time.  

Reporting – The CLIENT shall have portal access and training to the following call center reports:

Appointments Report

Bounced Email Report

Call Activity Report

Calls by Lead Source Report

Contact Report

Conversion Report

First Call Report

Lead Status Report

Phone Number Report

Sales Report

Service Level Report

SMS Text Report

Disaster Preparedness and Response:  PRONEXIS shall have a disaster recovery and business continuity plan in place for the call center, which will require, at a minimum, acknowledgement, and alert to CLIENT within 60 minutes; response within 4 hours; and resolution within 24 hours.

Governance:  CLIENT agrees to select a program manager, and PRONEXIS agrees to select a client success manager, to serve as main points of contact between both parties and to oversee the program.  

Staffing – PRONEXIS agrees to provide call center services 24 hours per day, 365 days per year.  

Call Forecasting and Scheduling – CLIENT shall provide PRONEXIS with call activity data or calling projection data on any newly released program(s) for the previous 12 months which includes any other pertinent information for forecasting and scheduling sufficient agents to cover calling patterns.   

Assumptions – CLIENT understands that call volume prediction is a key component to call center agent staff forecasting.  CLIENT understands that insufficient calling data or calling projections in advance of any newly released program could lead to staffing-related issues that might jeopardize call center metrics. 

Agent Training:  PRONEXIS and CLIENT shall ensure sales agents undergo regular training to stay up to date on trends and to apply continual development principles. 

Training Methods: Training can include but is not limited to monthly QA calibrations, town halls, virtual classes, and team-building activities to boost employee knowledge and engagement.  

Scripts and Call Flow: PRONEXIS shall follow all approved scripts, call flows, and marketing tools as provided by the CLIENT.  The CLIENT shall train PRONEXIS on its services and any scripts, call flows, or marketing tools. 

Client Training:  PRONEXIS will provide resources to assist CLIENT in configuring their business processes to work with PRONEXIS; including but not limited to online access to brand portals, training videos, documented instructions on policies, procedures, and best practices and one-on-one sessions.  

Timelines – Onboarding dates and milestones for each stage of the implementation process on any new addition to the program or other programs will be handled on a case-by-case basis and as defined by the MSA and SOW (Addendum B). 

Live Date Notification: CLIENT agrees to start forwarding phone calls and/or digital marketing leads to PRONEXIS using the processes communicated on the agreed-upon live date in their onboarding packet.  

Call Center Metrics – Metrics are measured monthly.  All performance is based on the aggregate sum for the overall program and not specific to one particular location.  

Key Performance Indicators (KPI):  All call center KPI accountability is based on reasonable global averages within the call center industry and specific to home-service-based call centers.   PRONEXIS agrees to schedule agents sufficient to meet or exceed these averages.  PRONEXIS will notify clients of performance issues and CLIENT agrees to notify PRONEXIS of any concerns over substandard performance.  All KPI data are measured monthly.  

Issue Resolution – The process for registering complaints or problems, including performance-related issues will be communicated to each respective party's representatives as defined in the SOW (Addendum B) and MSA and will be done promptly and in writing.  

Change Process – Any changes in processes from PRONEXIS to CLIENT or vice versa, must be communicated in advance and in writing along with ample time to program or train personnel on said changes.  

Technology – PRONEXIS will maintain current commercially reasonable call center technology throughout the term of the agreement, including but not limited to full redundancy, conformance with CTI standards, monitoring, and reporting, Additional technology requests will be handled on a case-by-case basis between PRONEXIS and CLIENT.  A proof of concept will be drafted and a separate SOW with pricing to be sent to the client for approval.  

 

TSR (Telephone Sales Rule) & TCPA (Telephone Consumer Protection Act) – PRONEXIS and CLIENT warrant that they shall both follow all applicable local, state, and federal laws in relation to the Teleservices and this Agreement.  If CLIENT provides any telephone number lead data to be contacted, CLIENT alone is responsible for ensuring that CLIENT has well-documented, prior express written consent sufficient to allow for the leads to be contacted by or on behalf of CLIENT using the Teleservices or otherwise.  CLIENT agrees not to engage in any form of autodialing, or the delivery of prerecorded messages or artificial/AI-voices to contact the leads.

Confidentiality – CLIENT and PRONEXIS acknowledge and agree that each party has a legitimate business interest in protecting its proprietary information from abuse and agree that the restrictions set forth herein are reasonably necessary to protect such legitimate business interests as per MSA.  

 

Addendum C

PRICING, INVOICE AND PAYMENT.

 

Pricing. 

Invoices. On or about the first day of each month, PRONEXIS will send a monthly invoice for the upcoming month’s Monthly fee, along with applicable appointment fees and/or per-minute fees for services rendered during the preceding month for which CLIENT has agreed to assume responsibility. Payment of the invoice is due Net 15 upon receipt. Failure to timely pay may result in late charges and the immediate temporary or permanent suspension of Sales Support services to CLIENT at the discretion of PRONEXIS, as soon as thirty (30) days following delivery of the invoice by PRONEXIS.

Records. PRONEXIS shall maintain true and correct records of all receipts, invoices, reports, and other documents relating to the Call Center Services rendered hereunder. CLIENT may dispute any appointment within 48 hours of the date and time of the appointment. If the appointment was canceled, or the customer did not appear at the agreed-upon time, PRONEXIS will make its best efforts to reschedule the appointment for the agreed-upon fee. If PRONEXIS is unable to reschedule the appointment a credit will be issued equal to the appointment fee. 

Without limiting the generality of the foregoing, PRONEXIS’s accounting records shall be maintained in sufficient detail to enable an auditor to verify the accuracy, completeness, and appropriateness of the charges for the Call Center Services hereunder. CLIENT shall have the right to inspect and, at its own expense, copy such records if CLIENT gives PRONEXIS reasonable prior notice of any such inspection or copying request.

Pricing Adjustments.   Pricing for call center base fees, per minute fees, and any applicable appointment or sales fees pricing shall remain unchanged for the first 12 months of this agreement. After 12 months,  PRONEXIS reserves the right to increase pricing based on market conditions and will provide 30 days written notice. Client understands that any additional technology work after the official launch date of the program will be paid separately.   All future technology fees and any applicable integration fees will be drawn up on a separate SOW with pricing agreed upon by both parties prior to implementation.   

Delinquency. Delinquent invoices owed will be assessed at a $50 charge if payments are not received within 30 days of the due date. If the amount remains delinquent 35 days after its due date, an additional five percent (5%) interest will be added for each month of delinquency.  In case collection proves necessary, the CLIENT agrees to pay all fees incurred in the process of collection and recovery (including all court costs and reasonable attorney's fees). Accounts that are past due over 30 days may result in the suspension of the teleservices program until said past-due monies are paid in full. 

 

Addendum D  

REFUNDS AND CREDITS

Appointment Refunds: Appointments and/or sales booked by PRONEXIS for CLIENT that cancel must be communicated to account managers no later than forty-eight (48) hours after the scheduled date of the appointment for an in-home consultation or assessment, or within forty-eight (48) hours of a sale being made ro receive a credit on the per appointment or per sale cost.  This includes communicating appointments or sales for in-home consultations or assessments booked outside of the listed service area, at the time of booking

Coverage Area Changes: If there are changes to coverage areas, they must be communicated to the account manager. Any appointments scheduled prior to communication of changes to coverage area will not be given credit. 

Re-Scheduling: Customer canceled appointments for in home consultations or assessments disputes:

• PRONEXIS reserves the right to attempt to reschedule any customer canceled appointment. If the appointment cannot be rescheduled, then credit can be issued.

• Appointments canceled due to insufficient staff within the CLIENT location and/or inability to assist leads due to extensive wait times are not approved.

No shows: lead or prospect doesn’t show for their appointment for an in home consultation or assessment.

• PRONEXIS reserves the right to attempt to reschedule any no-show appointment. If the appointment cannot be rescheduled, then credit can be issued.

• Appointments canceled or not run by CLIENT due to insufficient staff and/or inability to assist leads due to extensive wait times are not approved.

Lost Sales/Appointments Liability:  CLIENT understands that PRONEXIS is not liable for any missed appointment or sales, lost appointments or sales, or any other loss of revenue as a result of the Teleservices program.  CLIENT agrees to hold PRONEXIS harmless from any liabilities whether it is technical issues, agent gross negligence, agent ordinary negligence, agent slight negligence or any agent negligence at all.   CLIENT understands that PRONEXIS will not refund call center fees.  

Addendum E

TELEPHONE NUMBER PORTING  

In CLIENT’s use of the PRONEXIS teleservices, CLIENT will benefit from several telephone lines connected to various telephone numbers (“Lines”). Among these, there may be 1) Primary Lines, 2) Tracking Lines, and 3) Forwarding Lines.

Primary Lines are the main telephone numbers that CLIENT uses in marketing. Through the teleservices, these lines ring directly to the PRONEXIS call center, and are answered by the PRONEXIS services, with no forwarding.

Tracking Lines are additional telephone numbers in use for specific marketing sources and are tagged with the ability to track activity and related data, functioning similarly to the Primary Phone Numbers. The Tracking Lines are created within PRONEXIS’ accounts with its telephone providers, and as a result are the property of PRONEXIS.

Forwarding Lines are telephone numbers internal to the PRONEXIS system to which CLIENT forwards Primary Lines to. These can also be tagged with specific marketing tags or may be general numbers with multiple associated phone numbers being forwarded.

By using PRONEXIS’ teleservices, CLIENT agrees that PRONEXIS will have access to and control over each of the 1) Primary Phone Numbers, 2) Tracking Lines, and 3) Forwarding Lines. You agree further that the use of these telephone numbers is at PRONEXIS’ discretion.

If, at any point, CLIENT desires to port any Primary Lines or Tracking Lines to a CLIENT owned telephone account, CLIENT may submit to PRONEXIS a written request for this transfer. Upon receipt of such a request, PRONEXIS will review and inform if CLIENT request is approved, at PRONEXIS' discretion (which will not be unreasonably withheld). If the CLIENT request is approved, porting requests will be submitted to PRONEXIS’ telephone provider within 14 days.

Each line that is ported will carry an associated administrative fee of $35 (per telephone number), which CLIENT must pay as a condition of PRONEXIS initiating the porting process.