TERMS OF SERVICE

TERMS OF SERVICE

PRONEXIS TERMS OF SERVICE


Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the ProNexis services (the "Service") operated by Five Star Connect Inc, DBA ProNexis ("us", "we", or "our"). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

DEFINITIONS

·            The following terms, when used herein with initial capital letters, have the meanings set forth in this Section. Capitalized terms that are not otherwise defined in this agreement have the meanings ascribed to them herein.

·           “Teleservices” means the call center, sales support, and related inbound and outbound call services.

·            “Support Agent” means an employee or agent of ProNexis responsible for conducting Teleservices on behalf of your company.

·            “Customer” means a lead or individual that expresses an interest in your company services or an existing customer of your company.

·           “Cancellations” means the CUSTOMER action of canceling an appointment. Cancellations communicated to or made known to PRONEXIS will be communicated in written form to your COMPANY immediately but in no circumstance later than two (2) business days. PRONEXIS and your COMPANY agree that revenues on all cancellations will be refunded if reported within two (2) business days from the date of the cancellation. Any cancellations thereafter shall not affect the calculation of conversion ratios

OBLIGATIONS

Teleservices. During the Term, PRONEXIS will provide Teleservices to your COMPANY in accordance with our terms of service.

PRONEXIS will use its commercially reasonable best efforts to support and promote your COMPANY’S branding strategy provided this has been communicated to PRONEXIS. PRONEXIS will perform and provide the Teleservices in a professional 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 provide COMPANY with the reports through its online dashboard and will provide COMPANY a username and password to access these reports. COMPANY understands that any special reporting requirements may require reasonable time to develop and that any special costs associated will be communicated in writing.

      PRONEXIS will provide Your COMPANY with a list of information required in order to initiate delivery of Teleservices to Your       COMPANY. Your COMPANY will provide PRONEXIS with all available information identified on the On-Boarding Checklist. Based       on the information received from Your COMPANY, PRONEXIS will establish COMPANY into its systems and processes as required       to initiate delivery of Teleservices within four (4) weeks of receiving such information.

PRONEXIS agrees to notify you expeditiously via email of any complaints by CUSTOMERS. The parties agree that you are responsible for fulfilling such requests. 

      Telephone Number Porting Policy - See Exhibit B “Telephone Number Porting Policy”

INVOICES

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

      PRONEXIS shall maintain true and correct records of all receipts, invoices, reports, and other documents relating to the Call Center       Services rendered hereunder. See Exhibit A - “Billing Policy” for additional billing policies and procedures.

      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. You       shall have the right to inspect and, at your own expense, copy such records, provided that you shall give PRONEXIS reasonable       prior notice of any such inspection or copying request.

      Any adjustment to the pricing or fees must be agreed upon in writing and mutually agreed upon such change.
      
      Delinquent invoices owed will be assessed a $50 charge if payments are not received within 15 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 of collection proves necessary, you agree 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. PRONEXIS reserves the right to suspend said services on accounts       delinquent over 30 days with or without notice.

TAXES

      Any taxes assessed on the provision of the Teleservices hereunder will be paid by COMPANY (other than any income or withholding       taxes on amounts paid to PRONEXIS pursuant to the terms hereof).

TERMINATION

      We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever,       including without limitation if you breach the Terms.

      All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation,       ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

      You may cancel services with ProNexis at any time with 30 days written notice, unless your signed contract states otherwise. 

WARRANTIES OF TITLE 

      COMPANY represents and warrants that the use of all elements that COMPANY provides to PRONEXIS for Teleservices or       otherwise, including 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.

LIMITATION OF LIABILITY


       PRONEXIS services are being provided “as is” and we disclaim 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. 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 the Teleservices, even if PRONEXIS is aware of or has been advised of the possibility of such       damage. Should damage or harm result from material misrepresentations made by us in these terms, this limitation of liability will       not apply to such harm caused by the material representation causing the damage or harm.

INDEMNIFICATION

       You agree to indemnify us, to the fullest extent allowed by applicable law, for any claim brought by a third party resulting from your       provision of the Teleservices, including infringement of any intellectual property right of any kind, or any breach by you of any of       your obligations under this Service Agreement.

REPRESENTATIONS

      We are a corporation duly incorporated under the laws of the State of Delaware and are authorized to provide these Terms. You       have trademarks, which may be used by us solely when providing Teleservices under authority granted to us by you. We shall not       do or permit to be done, any act or thing that might in any way impair the goodwill or other rights of your company in the registered       trademarks, or that might otherwise prejudice or damage the reputation of your company or its subsidiaries or affiliates.

FORCE MAJEURE

      Neither party hereunder shall be liable to the other for any failure or delay in performance, of its obligations under these terms due       to causes beyond the reasonable control of the party in question such as governmental action or rioting, civil commotion, fire,       flood, epidemic, or other 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.

ARBITRATION AND GOVERNING LAW

      These terms shall be governed and construed in accordance with the laws of the State of Utah. In the event the parties have any       material dispute under these terms, the parties hereby agree to submit any such dispute to binding arbitration in the State of Utah.       Any such arbitration will be conducted by a single arbitrator. In the event the parties cannot agree within thirty (30) days following       a written demand for arbitration on who the single arbitrator will be and what arbitration rules shall apply then the parties will each       appoint a representative or arbitrator, and the respective representative(s) or arbitrator(s) appointed by the parties will convene for       no more than thirty (30) minutes for the sole purpose of selecting an arbitrator and determining arbitration rules, which decision       the parties deem to be final.

WAIVER 

      No failure to enforce any terms shall constitute a waiver of such term in the future unless such waiver so provides by its terms. 

NOTICES 

      All notices and demands required or permitted to be given by either party to the other under this Service Agreement shall be in       writing, sent certified mail, return receipt requested, postage prepaid, or by Federal Express or other reputable overnight courier       services, 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 services, 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.

      to: PRONEXIS
      Attention: Legal Department
      761 W. 1200 N. #100
      Springville, Utah 84663

SEVERABILITY

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

CHANGES

       We reserve the right, at PRONEXIS’ sole discretion, to modify or replace these Terms at any time. If a revision is material we will try       to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at       PRONEXIS’ sole discretion.

CONTACT US 

      If you have any questions about these Terms, please contact us.
      Account Management


Exhibit A

      BILLING POLICY
      
      Below are the policies related to ProNexis’ booking of appointments or making sales. Most billing situations are outlined; however if       there is a situation not addressed in the documentation, ProNexis will evaluate the situation and circumstances and establish a       policy for that situation. 

      CREDIT REQUESTS must be communicated to account managers no later than 48 hours after the scheduled date of the       appointment for an in home consultation or assessment, or within 48 hours of a sale being made. Disputes reported past the time       frame may not be honored.

      CREDIT REQUESTS for appointments for in-home consultations or assessments booked outside of the listed service area, at the       time of booking, are approved.
            ● 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.

      Customer cancelled appointments for in home consultations or assessments disputes:
            ● ProNexis reserves the right to attempt to reschedule any customer cancelled appointment. If the appointment cannot be             rescheduled, then credit can be issued.
            ● Appointments cancelled due to insufficient staff within the COMPANY 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 cancelled or not run by COMPANY due to insufficient staff and/or inability to assist leads due to extensive wait             times are not approved.

      CREDIT REQUESTS for double booked or duplicate appointments are approved (2 Appointments at the same time for the same       lead or prospect).

      Service not provided
            ● Franchised COMPANY
                  ○ The Franchisor defines the services offered for the entire brand. If your location does not offer specific services, notice                   must be given to the franchisee prior to appointments being booked for those services.
                  ○ A credit will be provided if Pronexis schedules an appointment for a service not provided as long as notice of service                   change was given prior to booking.
            ● Non-Franchised COMPANY
                  ○ Services offered is established during onboarding. If there are changes to services offered, they must be communicated to                   your account manager.
                  ○ A credit will be provided if Pronexis schedules an appointment for a service not provided as long as notice of service                   change was given prior to booking.

      Set up fees are non-refundable.

      Call handle or hold times will not be grounds for CREDIT REQUESTS.

      Data entry and/or ProNexis agent errors will not be grounds for CREDIT REQUESTS.

      Approved disputes after the 5th of the month will be applied as credits to the next month's invoice.

      ProNexis is not liable for “Potential Lost Revenue” in any situation.Appointments for in home consultations or sales made with       previous customers that are interested in having additional work done (new project, same customer) will be charged as normal       appointments or sales.

      Appointments “force booked” due to calendar availability issues will not be grounds for CREDIT REQUESTS even if cancelled by the       professional or franchisee.

      Sales are considered sales by whomever closes the sale.
            ● Examples: Activating a customer on a pay as you go basis, or finalizing a quote made previously by the professional or                              franchisee.
      The outcome of a consultation and/or sales appointment set by ProNexis will not be grounds for billing dispute approvals.
            ● Example: If the professional is not able to overcome pricing objections, insufficient staff, unable to service within the listed             coverage area, inability to service the prospect due to extensive wait time, etc..

      Insufficient qualification of a lead by ProNexis agents will not be grounds for CREDIT REQUESTS.

      Issues with technology functions will not be grounds for CREDIT REQUESTS.
            ● Example: Email notifications going to spam, notifications not being delivered properly, etc.

                  

Exhibit B

      TELEPHONE NUMBER PORTING POLICY

      In COMPANY’s use of the PRONEXIS teleservices, COMPANY 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 COMPANY uses in marketing. Through the teleservices, these lines ring directly       to 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 PRONEXIS system to which COMPANY 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, COMPANY 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, COMPANY desires to port any Primary Lines or Tracking Lines to a COMPANY owned telephone account,       COMPANY may submit to PRONEXIS a written request for this transfer. Upon receipt of such a request, PRONEXIS will review and       inform if COMPANY request is approved, in PRONEXIS’ discretion (which will not be unreasonably withheld). If COMPANY 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 COMPANY must pay as a       condition of PRONEXIS initiating the porting process



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