Client Service Agreement

1. Definitions
• Provider: Rareform Agency, LLC.
• Client: The party identified above purchasing Services.
• Contact: An end‐user interacting with the digital receptionist, CRM, or automation.
• Designated Representative: Any individual formally authorized in writing by the Client to submit support or change requests for specific Services.
• Service: All offerings provided by Rareform Agency, including but not limited to digital receptionist and business automation solutions, telephony & messaging integrations, campaign management, managed integrations, reporting & analytics, consulting, AI Chatbot, custom development, and any other items detailed in the applicable estimate, subscription, contract, or invoice.
• Business Day: Monday–Friday, excluding U.S. federal bank holidays.

2. Project Timeline
• Standard Delivery: Four (4) weeks from the Agreed Start Date (if defined) or, if not defined, from receipt of Client’s deposit—subject to project complexity.
• Extensions: Timeline may be extended if Client fails to complete Provider-assigned tasks by agreed deadlines or requests changes beyond original scope.
• Notifications: Provider will notify Client in writing of any delay and supply a revised completion estimate.

3. Acceptable Use Policy
Client agrees to use Services only for lawful, ethical business communications. Prohibited uses include, but are not limited to, fraud, harassment, spamming, network attacks, or infringement of third-party rights. Violations may result in immediate suspension or termination of Services without notice. Rareform Agency reserves the right to investigate and cooperate with law enforcement.

4. Support Requests & Procedures
• Submission: All support or change requests must be sent to [email protected] with subject [RFA Support] <Your Company Name> – <Issue>. Requests via any other channel will not be considered received; Provider will not be held responsible for delays.
• Who May Request: Only Client’s Designated Representatives may submit requests—and only for the Service(s) they’re authorized to manage. Requests from others will be rejected. To add or remove a representative, Client must notify Provider in writing; changes take effect within three (3) Business Days.
• Triage & Response:
– Business Hours: Mon–Fri, 9 am–5 pm CT (excl. U.S. federal bank holidays)
– Urgent/Emergency: Service-blocking outages—reasonable efforts to respond within four (4) Business Hours.
– Standard: Acknowledgement within one (1) Business Day; resolution target within three (3) Business Days.
• Client Opt-In: Client consents to receive notifications via email and SMS at the contact details on file.
• Escalation: Unresolved tickets may be escalated by replying to the original support email; escalations are reviewed by a senior engineer within one (1) Business Day.

5. Usage Fees
Call Time Charges: Billed at the per-minute rate specified in the applicable estimate or subscription details using the Wallet System. Third-party solution usage may incur additional fees.
Wallet System:
• Prepaid Wallet: Covers usage-based charges for some services—calls, messages, integrations, etc.—as a separate charge and/or invoice. Services may have separate billing system(s).
• Auto-Reload: When balance falls below $10, wallet auto-reloads to that level.
• Threshold Adjustments: Provider may change the reload threshold to reflect Client volume; notice is given via email to Client’s Designated Representative, and changes may take effect immediately.
• Retry & Suspension: If an auto-reload fails, Provider may retry payment multiple times. Service suspension begins only when the wallet balance is insufficient.
Detailed Reports: Available on request at no additional charge.

6. Change Requests
• Rates & Terms: Billed at Provider’s standard hourly rate and terms in the applicable estimate or invoice.
• Deposit / Full Payment: Work begins upon receipt of a deposit equal to fifty percent (50 %) of the quoted minimum. If services are quoted in stages, a 50 % deposit of each stage’s minimum is required before that stage begins.
• Balance: Remaining balance is due upon delivery.
• Cost Overruns: If incurred costs exceed the original estimate by more than ten percent (10 %) or $500 (whichever is less):

Provider notifies Client in writing of the anticipated overage.

Provider provides a change-order summary detailing revised cost and timeline impact.

Work on the affected scope is paused until Client approves the overage in writing and remits a deposit covering at least fifty percent (50 %) of the additional amount.

Non-impacted deliverables proceed unless otherwise agreed.
• Disputes: If Client disputes an overage in good faith within five (5) Business Days, Provider will hold new work until resolution but will not suspend unrelated services.
• Additional Fees: Setup or coordination fees may apply for complex integrations or urgent timelines.

7. Billing, Payments & Refunds
• Invoices: Issued per billing cycle defined in the estimate or subscription page. Some services require Client to request an invoice.
• Payment Terms: Due as stated on the invoice.
• Late Fees: At Provider’s discretion, not to exceed legal limits. Services may be paused or locked out if payment is not received within twenty (20) Business Days past due.
• Refunds & Adjustments: Processed during Business Days; issued via the original payment method.

8. Form Submissions & Notices
All request forms (Pause, Tier Change, End of Service) are separate documents and must be submitted at least thirty (30) calendar days before the next billing cycle. Submissions received on weekends or bank holidays are deemed received the next Business Day.

9. Pauses, Reactivations & Tier Changes
• Pause: Submit a Pause Request form ≥30 calendar days before next billing.
• Reactivation: Requires a separate Reactivation Form; fees may apply for multiple changes.
• Tier Changes:
– Upgrades: Priced per request; new setup may be required.
– Downgrades: No refunds of prior setup fees.

10. Cancellation, Termination & Transition
Termination Rights:
– Without Cause: Provider may terminate on five (5) Business Days’ prior written notice (email to Client’s Designated Representative).
– For Cause: If Client materially breaches any term and fails to cure within ten (10) Business Days of notice by email.
– Immediate Suspension (Illegal or Unacceptable Use): Provider may suspend or terminate Services immediately—without notice, wind-down, or transition assistance—if it reasonably believes Client is engaging in illegal, fraudulent, malicious, or unacceptable conduct under the Acceptable Use Policy.

Post-Termination Assistance:
– Applies to all terminations except Immediate Suspension.
– Provider will continue essential service components and allow data export for up to thirty (30) days post-termination. Provider may retain data longer at its discretion.
– Provider will cooperate in good faith to facilitate hand-off to a successor, including transfer of credentials.
– Custom migration, training, or extended assistance is billable at standard rates and requires Client approval.

Good Faith & Fair Dealing: Provider will not exercise termination rights to deprive Client of essential services without adequate notice and transition—except in Immediate Suspension cases.

11. Client Responsibility & Disclaimer
All recommendations, best practices, workflows, and advisory services are provided “as-is.” Client assumes full responsibility for any decisions, implementations, integrations, and their outcomes. Provider disclaims all liability—direct, indirect, incidental, special, consequential, or punitive—for any loss or damages arising from:
• Client’s use of or reliance on Provider advice.
• Client’s failure to complete Provider-assigned tasks.
• Client’s delays, lack of communication, or inaccurate information.
• Third-party products or integrations implemented at Client’s request.

12. Promotional & Referral Options
Clients may opt in to feedback requests and featured placements in promotional materials. Default: I consent to such outreach (required for service updates and communications).

13. Updates & Acceptance
Provider may update this agreement at its discretion. Continued use of Services or payment on an updated invoice constitutes acceptance of the revised terms.

14. Governing Law & Venue
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Parties submit to the exclusive jurisdiction of state and federal courts in Comal County, Texas.

15. Limitation of Liability
Except for liability arising from Provider’s gross negligence or willful misconduct, Provider’s aggregate liability under this Agreement shall not exceed the total fees paid by Client during the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall Provider be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or business interruption, even if advised of the possibility of such damages.

16. Indemnification
Client shall indemnify, defend, and hold harmless Provider and its affiliates, officers, and employees from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to:
• Client’s use of the Services, Content, or Deliverables;
• Client’s breach of this Agreement;
• Client’s violation of any law or third-party right.

17. Service Level Objective
Provider targets 99.5% uptime for core Services each calendar month, measured by Provider’s systems. This excludes scheduled maintenance (48 hours’ notice), force majeure, and Client-caused issues. Failure to meet this objective will not constitute breach but will prompt commercially reasonable efforts to restore service.

18. Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, pandemics, fire, flood, governmental orders, or Internet failures. The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance.

19. Dispute Resolution
Any dispute arising under this Agreement shall first be submitted to non-binding mediation in Comal County, Texas. If mediation fails within thirty (30) days, the dispute shall be finally resolved by binding arbitration under the American Arbitration Association’s Commercial Arbitration Rules, with one arbitrator in Comal County, Texas. Judgment upon the award may be entered in any court of competent jurisdiction.

20. Intellectual Property & Data Ownership
Provider retains all right, title, and interest in any methodologies, software, tools, processes, or know-how used or developed in providing the Services. Client retains ownership of all Client data and any custom Deliverables specifically paid for. Provider is granted a non-exclusive, worldwide, royalty-free license to use anonymized data and aggregated metrics for internal analytics and service improvement.

21. Survival
The provisions of Sections 10 (Cancellation, Termination & Transition), 11 (Client Responsibility & Disclaimer), 14 (Governing Law & Venue), 15 (Limitation of Liability), 16 (Indemnification), 20 (Intellectual Property & Data Ownership), and this Section 21 shall survive termination or expiration of this Agreement.

Rareform Agency, LLC.

10601 Clarence Dr. STE. 250

Frisco, TX