1. Services
The company will provide minimum required agents to (client) with business address at (client address). The work of the Customer Service agent will be directed by the client.

2. Start Date of Campaign
After the required number of agents are hired, operation will start and the billing will commence. The sourcing of agents will be a maximum of 10 days. If available, the client can participate in the initial launch of the campaign.

3. Billing Stop/Resume
If an agent is absent then the client will not be billed unless the agent is replaced by another agent. Also, if an agent is no longer available in the campaign for whatever reason then billing will only resume after replacing the said agent. In short, client will only be billed on a no work no pay basis.

4. Merchant Account Name
The merchant name that will appear in client’s credit card charges is “1 CONTACT CENTER”.

5. Continuous Billing
Any technical problems that will cause the agents' inability to work and is outside the control of 1CC will result in a continuous billing to the client.

6. Invoices
The company will do a bi-monthly invoice for services rendered from 2 weeks. The company will also charge the credit card on file of the client.

"However, during instances that the weekly invoice reaches an amount over and above the approved merchant ticket/volume of the company, the client agrees to pay the company via wire transfer. Wiring information will be forwarded to the client if and when necessary."

7. Suspension of Service
Nonpayment of bill will result in an immediate suspension of service. Should the client fail to pay on the due date, the company shall have the following rights:

a) terminate or suspend any access to any or all services of the company, without incurring any liability whatsoever from the discontinuance of service;

b) assess a 5% penalty charge per month;

c) Charge attorney’s fee and any collection fee arising from efforts to collect all past due amounts to the extent allowed by law.

8. Renewal
This is a three (3) months agreement and will renew automatically unless client sends a 7 day advance written notice of cancellation.

9. Limitation of liability
client agrees to indemnify and hold 1CC harmless against any and all claims, losses, penalties, liability, or claims caused or resulting indirectly from client’s use of 1CC service, without limitation and exception, including client violation of any third party’s rights including but not limited to copyright trademark or any third party right.

The company’s liability under this agreement for any direct damages of any kind will not exceed an amount equal to the total amount paid by client to the company for the past 12 months. In no event shall the company be liable for incidental or consequential damages or lost profits.

10. Harassment of Agents
The company will not tolerate any form of harassment against its employees from customers or third parties and we reserve the right to cancel a contract without refund in the event of unreasonable or inappropriate conduct.

11. Force Majeure
The company shall not be held responsible for any delay or failure in performance of any part of this agreement to the extent such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party.

12. Amendments to this Contract
This agreement may be amended or modified only by a writing executed by both parties.

13. Dispute Resolution
All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the Van Nuys courthouse in the state of California. The cost of the arbitration proceedings will be borne by the losing party.

14. Reimbursement
client will pay or when necessary reimburse the company for any taxes and duties imposed upon and by reason of the performance of the company in providing services to Client.

15. Exclusivity
client acknowledges and agrees that the company is providing non-exclusive and non-transferable services to multiple clients.

16. Customer support
The company agrees to provide live customer support during normal hours Monday to Friday, 7am to 5pm pacific standard or 8am to 5pm pacific daylight saving time except during Holiday period.

17. Delegation of rights
client will not assign nor transfer this agreement, in whole or in part, either delegate or subcontract any of its rights, without the company's prior written consent. However, the company has the right to assign this contract to a third party upon written notice to client.

18. Confidentiality
Non-solicitation, Confidentiality& Private Exchange of Information

18a. Non-solicitation. client agree not to intentionally or knowingly employ, engage in any business transaction and/or offer employment directly or indirectly to the assigned Customer service agent during the term of this contract and for the period of twenty-four (24) months from the termination of this Agreement.

18b. Confidentiality. The company and client shall not at any time during the term of this Agreement and after the termination of the same, divulge or use for its own purposes, or for the purposes of any third party, any trade secrets, confidential or business information relating to the business affairs of this Agreement.

18c. Private Exchange of Information. client is not allowed to obtain the Customer service agent agent’s private cell phone or home number. client can only call the assigned Customer service agent in the office of the company.

19. Independent Contractor
Each party to this agreement is an independent contractor and not the employee of the other party. Nothing in this Agreement creates a joint venture, partnership or association between the parties.

20. Dispute Resolution
The company and the client agree that all disputes arising out of this agreement shall be brought only in the district, federal, and small claims courts located in Van Nuys, California.