Cuore Standard Services Agreement

1. Services; Relationship.

(a) Cuore will provide the contact-center services described in a statement of work, order form, proposal, or quote that references this Agreement and that Client signs or accepts in writing, including by email (each, an “SOW,” and the services, the “Services”). The Services may include handling inbound and outbound telephone calls, text messages, chats, emails, and similar communications (each, a “Contact”) and related work such as order capture, customer service, surveys, data entry, and reporting. Each SOW is governed by this Agreement. If an SOW conflicts with this Agreement, this Agreement controls unless the SOW expressly states that it overrides a specific section of this Agreement.

(b) Cuore is an independent contractor and a non-exclusive service bureau of Client. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Cuore has no authority to bind Client or to make any statement on Client’s behalf other than those in the approved Client Materials. Cuore determines the staffing, agent location, systems, and methods used to perform the Services, and may use affiliates and subcontractors, for whose performance Cuore remains responsible.

2. Client Materials; Client Responsibilities.

(a) Client will provide, by the dates stated in the SOW, everything the Services require from Client, including as applicable: (i) lists of persons to be contacted (each, a “List”); (ii) scripts, call flows, knowledge bases, FAQs, and operating procedures, including every introduction, offer term, disclosure, and sponsor or caller identification that Client wants or the law requires (collectively, “Scripts”); (iii) the caller-ID or sender name to be displayed; (iv) contact windows and any geographic or other exclusions; (v) for inbound Services, volume forecasts and the routing of Client’s telephone numbers or other channels to Cuore’s platform; (vi) access to any Client systems the Services require; and (vii) a designated contact authorized to give approvals and instructions on Client’s behalf. The Lists, Scripts, and other materials Client provides or approves are “Client Materials.”

(b) Client will approve the final Scripts in writing before the Services begin. Cuore may rely on Client’s instructions and approvals, including those given by email, and is not obligated to begin or continue the Services until it has received them. Client is responsible for the accuracy of the Client Materials and for the availability and security of Client’s systems.

3. Compliance.

(a) Client represents and warrants that: (i) Client has the right to provide the Client Materials to Cuore, to have Cuore use them, and to have Cuore contact the persons on each List, in each case for the purposes described in the SOW; (ii) the Client Materials and each campaign as a whole — including its content, offers, purpose, disclosures, and contact windows — comply with all applicable federal, state, and local laws, including consumer-protection, advertising, telemarketing, telephone-consumer-protection, do-not-call, autodialer, text-messaging, call-recording, and privacy laws; (iii) the products, services, programs, and statements described in the Scripts are lawful and accurately described; and (iv) Client is contracting as principal, has authority to enter into this Agreement, and is responsible for payment regardless of whether any customer, candidate, committee, or other person on whose behalf Client acts pays Client.

(b) Cuore will: (i) use only the Client-approved Scripts, allowing agents reasonable conversational variation that does not change their substance; (ii) make Contacts only by the methods and within the windows stated in the SOW; (iii) honor requests from contacted persons not to be contacted again for the campaign and report those requests to Client; and (iv) comply with laws applicable to Cuore’s own operation of a contact center. Cuore is not responsible for the legality of any Client Materials or of any contact method, window, disclosure, or instruction provided or approved by Client.

(c) Outbound Campaigns. If an SOW includes outbound Contacts, the SOW will state the dialing or sending method, the contact windows, any attempt limits, the consent basis for the Contacts, and any List screening (for example, for wireless numbers, do-not-call registries, or reassigned numbers) that Cuore is to perform and the fee for it. Unless the SOW assigns a screening task to Cuore, Client is responsible for all List screening and for obtaining any consent the Contacts require, and by delivering a List Client confirms that each person on it may lawfully be contacted by the methods authorized in the SOW.

(d) Each Party will promptly notify the other of any complaint, inquiry, or demand from a contacted person, governmental authority, or attorney relating to the Services and will cooperate reasonably in responding to it.

4. Fees and Payment.

(a) Fees are stated in each SOW and are fixed for the SOW’s initial term; Cuore may adjust them thereafter on sixty (60) days’ written notice. Client will pay any deposit or prepayment stated in the SOW before Cuore begins work. Cuore will apply it to the final invoice under the SOW and refund any unused balance within thirty (30) days after that invoice is paid.

(b) Cuore will invoice at the frequency stated in the SOW (monthly, if none is stated). Invoices are due within fifteen (15) days after the invoice date unless the SOW states a different period. Amounts not paid when due accrue interest at 1.5% per month (or the highest lawful rate, if lower) from the due date until paid, and Client will reimburse Cuore’s reasonable costs of collection, including attorneys’ fees.

(c) Client must notify Cuore in writing of any good-faith invoice dispute within ten (10) days after the invoice date, identifying the disputed amount and the reason; undisputed amounts remain due. Cuore’s platform and contact-management records are the basis for billing and are presumed accurate absent manifest error.

(d) If any amount remains unpaid more than five (5) days after it is due, Cuore may suspend the Services on notice to Client. Client remains liable for fees accrued through the suspension and for any minimum commitment stated in the SOW.

(e) Fees exclude taxes. Client will pay any sales, use, or similar taxes on the Services, other than taxes on Cuore’s net income.

5. Term and Termination.

(a) This Agreement governs each SOW from the date Client signs or accepts it until the SOW ends and all fees under it are paid. An SOW may be terminated only as the SOW provides or under Section 5(b), and any minimum commitment or early-termination fee stated in the SOW survives its termination.

(b) Either Party may terminate an SOW on written notice if the other Party materially breaches this Agreement or the SOW and fails to cure within ten (10) days after written notice of the breach, or becomes insolvent or subject to a bankruptcy or similar proceeding. Cuore may also suspend or terminate the Services immediately on notice if Cuore reasonably determines that any Client Materials or instruction is unlawful or exposes Cuore to material legal or reputational risk, or if Client fails to pay when due.

(c) On any termination or expiration, Client will pay all fees accrued through the effective date of termination and any amount the SOW makes payable on early termination. Cuore will deliver final reports and Client Data within ten (10) business days after it has received payment in full.

6. Data; Confidentiality; Telephone Numbers.

(a) Client Materials, survey responses, orders, contact and disposition data, and recordings of Contacts are Client’s property (“Client Data”). Cuore will use Client Data only to perform the Services, will protect it with reasonable administrative, technical, and physical safeguards, and will return or delete it within thirty (30) days after Client’s written request following the end of the applicable SOW. Cuore may, however, retain contact detail records, recordings, opt-out and do-not-call requests, and related records for as long as reasonably necessary to substantiate billing and demonstrate compliance with applicable law, may retain copies in routine backups until overwritten, and may retain and use aggregated operational statistics (such as volume, contact, and handle-time metrics) that do not identify Client, any contacted person, or any survey response or order.

(b) Cuore’s platform, software, methodologies, report formats, pricing, and personnel information are Cuore’s property and Confidential Information. Client acquires no rights in them.

(c) Each Party (the “Recipient”) will hold the other Party’s non-public business, technical, and financial information (“Confidential Information”) in confidence, use it only to perform this Agreement, and disclose it only to its employees and contractors who need to know it and are bound by written confidentiality obligations at least as protective as these. These obligations continue for two (2) years after the last SOW between the Parties ends and do not apply to information that is or becomes public through no fault of the Recipient, was known to the Recipient before disclosure, is received from a third party without restriction, or is independently developed. A Recipient may disclose Confidential Information as required by law after giving the other Party prompt notice, where legally permitted.

(d) Cuore may record Contacts for quality, training, and compliance purposes. Where Cuore records inbound calls, Cuore will provide a recording disclosure. For outbound Contacts, Client is responsible for including in the Scripts any recording disclosure or consent that applicable law requires.

(e) If the Services involve payment card, health, financial-account, or other specially regulated data, the SOW will state the handling requirements for that data; absent such a statement, Cuore’s data obligations are limited to Section 6(a).

(f) Telephone numbers Client routes to Cuore remain Client’s. Numbers Cuore provisions for Client’s exclusive use will, on Client’s request at termination and once all fees are paid, be released to Client or its designee at Client’s expense. All other numbers, including shared numbers and numbers used for outbound caller ID, remain Cuore’s.

7. Warranty; Disclaimer.

Cuore warrants that it will perform the Services in a professional manner using trained personnel. Client’s sole remedy for breach of this warranty is re-performance of the nonconforming Services or, if re-performance is not practicable, a credit of the fees paid for those Services. Service levels apply only if and as stated in an SOW and only to volumes within the forecast tolerance stated there, and any service credits stated in the SOW are Client’s sole remedy for a service-level shortfall. EXCEPT AS STATED IN THIS SECTION, CUORE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Cuore does not guarantee contact rates, completion or conversion rates, response quality, or any campaign outcome, and is not responsible for Contacts that are blocked, labeled, delayed, or not completed by carriers, call-blocking or call-labeling services, or the contacted person’s equipment.

8. Limitation of Liability.

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY. CUORE’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT AND ALL SOWS WILL NOT EXCEED THE FEES PAID BY CLIENT TO CUORE UNDER THE SOW GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS BEFORE THE CLAIM AROSE. These limitations do not apply to Client’s payment obligations or to Client’s indemnification obligations under Section 9(a).

9. Indemnification.

(a) Client will defend, indemnify, and hold harmless Cuore and its members, managers, officers, employees, agents, and affiliates from and against all claims, demands, suits, investigations, losses, damages, statutory penalties, fines, settlements, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any Client Materials, or any contact method, window, disclosure, or instruction provided or approved by Client; (ii) any claim by a contacted person, a class of contacted persons, or a governmental authority under any consumer-protection, telemarketing, telephone-consumer-protection, do-not-call, autodialer, text-messaging, call-recording, or privacy law, except to the extent caused by Cuore’s failure to follow the approved Scripts or the contact instructions in the SOW; (iii) Client’s products, services, or offers, or the content, purpose, or sponsorship of Client’s campaign; or (iv) Client’s breach of this Agreement.

(b) Cuore will defend, indemnify, and hold harmless Client from and against third-party claims to the extent caused by Cuore’s gross negligence, willful misconduct, or failure to follow the approved Scripts or the contact instructions in the SOW.

(c) The indemnified Party will give the indemnifying Party prompt written notice of the claim, reasonable cooperation at the indemnifying Party’s expense, and control of the defense and settlement, except that no settlement may impose liability on or admit fault by the indemnified Party without its written consent, not to be unreasonably withheld.

10. Non-Solicitation.

While any SOW is in effect and for twelve (12) months after the last SOW ends, Client will not, directly or indirectly, solicit for employment or engage any Cuore employee or agent who performed the Services, without Cuore’s prior written consent.

11. General.

(a) Governing Law; Venue. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules. The state and federal courts located in Henrico County or the City of Richmond, Virginia have exclusive jurisdiction over any dispute arising out of this Agreement, and each Party submits to that jurisdiction. EACH PARTY WAIVES TRIAL BY JURY IN ANY SUCH DISPUTE.

(b) Notices. Notices must be in writing and delivered by email (effective when sent, absent a bounce-back) or by nationally recognized overnight courier (effective on delivery): to Cuore at the address above, Attention: Legal, email: legal@cuoregroup.com; and to Client at the address stated in the SOW. Routine operational communications and approvals may be given by email between the Parties’ designated contacts.

(c) Assignment. Neither Party may assign this Agreement without the other’s written consent, except that Cuore may assign it to an affiliate or to a successor to its business without consent.

(d) Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including carrier or network outages, power failures, weather, epidemic, or governmental action, provided it uses reasonable efforts to resume performance.

(e) Entire Agreement; Amendment; Updates. This Agreement and the SOW are the entire agreement between the Parties about their subject matter and supersede all prior proposals and discussions. Terms in any Client purchase order, vendor form, or supplier portal are rejected and have no effect. This Agreement may be varied only by an SOW that expressly overrides a specific section of it or by a written amendment signed by both Parties, except that an SOW may be changed by email exchange between the Parties’ designated contacts where the SOW so provides. Cuore may post revised versions of this Agreement at https://www.cuoregroup.com/service-terms; the version in effect on the date Client signs or accepts an SOW governs that SOW.

(f) Miscellaneous. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. A Party’s failure to enforce a provision is not a waiver of it. Sections 3, 4, 5(c), 6, 7, 8, 9, 10, and 11 survive the end of each SOW. An SOW may be signed in counterparts and by electronic signature, each of which is an original.