Vendor Service Agreement

1.1 Company

"Company" refers to FazeOne Marketing Plus (also operating as FazeOne Plus), a provider of call center and customer service coordination services for the automotive industry, including all its officers, employees, agents, and authorized representatives.

1.2 Vendor

"Vendor" refers to any automotive service provider, including but not limited to repair shops, mobile mechanics, towing services, roadside assistance providers, and automotive specialty service providers, who has registered with Company and been approved to receive service assignments through the Company's vendor portal.

1.3 Services

"Services" refers to all automotive-related work, repairs, maintenance, roadside assistance, towing, diagnostics, and other automotive services that Vendor performs on behalf of Company's customers as assigned through the Portal.

1.4 Service Request

"Service Request" refers to any job, assignment, or work order transmitted by Company to Vendor through the Portal, containing customer information, vehicle details, requested services, and any special instructions or requirements.

1.5 Portal

"Portal" refers to the Company's web-based vendor management system accessible at fazeoneplus.com, through which Service Requests are assigned, estimates are submitted, communications are conducted, and payments are processed.

1.6 Agreement

"Agreement" refers to this Vendor Service Agreement in its entirety, including all articles, sections, subsections, and any amendments or addenda executed in writing by both parties.

2.1 General Obligations

Vendor agrees to perform automotive services as assigned through the Portal in accordance with industry standards, applicable laws and regulations, and the specifications contained within each Service Request. Vendor acknowledges that acceptance of a Service Request through the Portal constitutes binding acceptance of the work assignment and creates an obligation to complete the services in a timely and professional manner.

2.2 Licensing and Insurance Requirements

Vendor represents and warrants that at all times during the term of this Agreement, Vendor shall maintain:

• All necessary business licenses, permits, and registrations required by federal, state, and local authorities to perform the Services
• All industry-specific certifications, including but not limited to ASE certifications, manufacturer certifications, and specialty service certifications as applicable to Services offered
• Commercial general liability insurance with minimum coverage of $1,000,000 per occurrence and $2,000,000 aggregate
• Automotive garage liability insurance with minimum coverage of $1,000,000 per occurrence
• Workers' compensation insurance as required by state law for all employees
• Commercial automobile insurance with minimum coverage of $1,000,000 combined single limit

Vendor shall name Company as an additional insured on all applicable policies and shall provide current certificates of insurance upon request. Vendor shall notify Company immediately of any lapse, cancellation, or material change to insurance coverage.

2.3 Response Time Requirements

Upon receipt of a Service Request through the Portal, Vendor agrees to:

• Acknowledge receipt within one (1) hour during Vendor's stated business hours by updating the Service Request status in the Portal
• Accept or decline the Service Request within twenty-four (24) hours of receipt
• Contact the customer within two (2) hours of acceptance to schedule service or obtain additional information
• Complete the service within the timeframe agreed upon with the customer and documented in the Portal, or provide timely updates if delays occur

Failure to meet response time requirements without valid justification may result in reassignment of the Service Request and may negatively impact Vendor's performance rating and future assignment eligibility.

2.4 Quality Standards and Workmanship Warranty

Vendor warrants that all Services performed shall:

• Be performed in a workmanlike manner consistent with industry standards and best practices
• Use parts and materials that are new, appropriate for the application, and meet or exceed original equipment manufacturer (OEM) specifications unless customer expressly requests and authorizes used or aftermarket parts
• Comply with all applicable federal, state, and local laws, regulations, and building codes
• Be completed using technicians who are properly trained, certified, and qualified to perform the specific Services

Vendor provides a minimum ninety (90) day warranty on all labor and parts for Services performed under this Agreement. If any defect in workmanship or materials appears within the warranty period, Vendor shall promptly correct the defect at no additional cost to the customer or Company. This warranty obligation survives termination of this Agreement for Services performed prior to termination.

2.5 Customer Service Standards

Vendor agrees to maintain professional standards in all customer interactions, including:

• Treating customers with courtesy, respect, and professionalism at all times
• Maintaining clean, professional appearance of technicians and service vehicles
• Providing clear explanations of required services and associated costs
• Obtaining customer authorization before performing any services beyond the original scope of the Service Request
• Leaving the customer's premises in clean condition after service completion
• Responding promptly to customer questions, concerns, or complaints

3.1 Payment Terms

Company shall pay Vendor for completed Services according to the following terms:

• Payment Schedule: Net thirty (30) days from the date of invoice/estimate approval by Company
• Payment Method: Payment shall be made via check, ACH direct deposit, or wire transfer to the account designated by Vendor in the Portal
• Payment Currency: All payments shall be made in United States Dollars (USD)
• Invoice Requirements: Vendor must submit complete and accurate invoices/estimates through the Portal containing all required information including Service Request number, customer name, vehicle identification, detailed description of services performed, parts used with costs, labor hours and rates, and total amount due

3.2 Estimate Submission and Approval Process

Upon completion of Services, Vendor shall:

• Update the Service Request status to "Vendor Completed Service" in the Portal
• Submit a detailed estimate/invoice through the Portal within twenty-four (24) hours of service completion
• Include itemized breakdown of all labor, parts, supplies, and other charges
• Attach supporting documentation including repair orders, parts receipts, photos of completed work, and any other relevant documentation

Company shall review submitted estimates and either approve, request clarification, or dispute within five (5) business days. Approved estimates enter the payment queue and are processed according to the Net 30 payment terms. Vendor agrees that submission of an estimate constitutes Vendor's final invoice for the Services and that no additional charges may be added after estimate approval without prior written authorization from Company.

3.3 Pricing and Rate Accuracy

Vendor is solely responsible for:

• Providing accurate, competitive, and fair pricing for all Services
• Maintaining current and accurate labor rates, parts pricing, and service fees in the Portal
• Honoring quoted prices provided to customers at the time of service authorization
• Obtaining customer authorization before exceeding quoted estimates by more than 10% or $100, whichever is less

Company reserves the right to dispute invoices that contain pricing significantly above market rates, duplicate charges, charges for unauthorized work, or other pricing irregularities. In the event of a pricing dispute, the parties shall work in good faith to resolve the dispute, and payment may be withheld for disputed amounts until resolution is reached.

3.4 Disputed Charges

If Vendor disputes any payment amount, reduction, or withholding, Vendor must raise the dispute in writing through the Portal within fifteen (15) business days of the payment date or notice of reduction/withholding. Disputes raised after this period shall be deemed waived. All disputes shall include:

• Service Request number and customer name
• Specific charge(s) in dispute and amount
• Detailed explanation of the basis for the dispute
• Supporting documentation (receipts, work orders, customer authorizations, etc.)

Company shall review the dispute and respond within ten (10) business days. Undisputed portions of invoices shall be paid according to normal payment terms.

3.5 Vendor Payment Obligations to Company

In certain circumstances, Vendor may owe payment to Company, including but not limited to:

• Chargebacks: If a customer disputes charges or services and Company issues a refund to the customer, Company may chargeback the corresponding amount to Vendor if Vendor was at fault or failed to provide adequate documentation
• Overpayments: If Company inadvertently overpays Vendor, the overpayment amount shall be immediately due and payable to Company upon notice
• Warranty Work: If Vendor fails to honor warranty obligations and Company incurs costs to have warranty work performed by another vendor, Vendor shall reimburse Company for all costs incurred
• Customer Compensation: If Company must compensate a customer due to Vendor's negligence, poor workmanship, or breach of standards, Vendor shall reimburse Company for compensation paid plus administrative costs
• Penalties: Late fees, breach penalties, or other amounts assessed under this Agreement

Any amounts owed by Vendor to Company shall be due within thirty (30) days of invoice or notice from Company. Company may offset amounts owed against future payments due to Vendor.

4.1 Response Time Metrics

Vendor performance shall be measured based on the following response time metrics:

• Acknowledgment Rate: Percentage of Service Requests acknowledged within one (1) hour during business hours. Target: 95% or higher
• Acceptance Rate: Percentage of Service Requests accepted within twenty-four (24) hours. Target: 80% or higher
• Decline Rate: Percentage of Service Requests declined. Target: Less than 20%
• Customer Contact Time: Average time from acceptance to initial customer contact. Target: Within two (2) hours

4.2 Customer Satisfaction Metrics

Company may survey customers regarding Vendor performance. Vendor performance ratings shall include:

• Overall Satisfaction Score: Target 4.0 or higher on 5-point scale
• Quality of Work: Target 4.0 or higher on 5-point scale
• Professionalism: Target 4.0 or higher on 5-point scale
• Timeliness: Target 4.0 or higher on 5-point scale
• Communication: Target 4.0 or higher on 5-point scale

Consistently low satisfaction scores may result in reduced Service Request assignments or termination of this Agreement.

4.3 Completion Rate Expectations

Once a Service Request is accepted, Vendor is expected to complete the work. Completion rate is calculated as:

Completion Rate = (Completed Service Requests / Accepted Service Requests) × 100

• Target Completion Rate: 90% or higher
• Yellow Flag: Completion rate below 85% for two consecutive months triggers performance review
• Red Flag: Completion rate below 80% for two consecutive months may result in suspension or termination

Valid reasons for non-completion (customer cancellation, parts unavailability beyond Vendor control, etc.) shall be documented and may be excluded from completion rate calculations at Company's discretion.

4.4 Communication Requirements

Vendor shall maintain consistent and professional communication through the Portal:

• Update Service Request status in real-time as work progresses
• Respond to Company inquiries within four (4) business hours
• Notify Company immediately of any customer complaints, disputes, or safety concerns
• Provide advance notice of any business closures, vacation periods, or reduced capacity
• Upload photos of completed work, especially for insurance or warranty-related services
• Document any deviations from the original Service Request scope with explanations

4.5 Performance Reviews

Company shall conduct quarterly performance reviews evaluating Vendor performance across all metrics. Performance reviews may result in:

• Excellent Performance (90%+ across all metrics): Priority assignment consideration, increased service area, performance bonuses
• Good Performance (80-89% across all metrics): Standard assignment flow continues
• Below Standard Performance (70-79% across all metrics): Performance improvement plan required, reduced assignments
• Poor Performance (below 70% across all metrics): Suspension or termination proceedings initiated

5.1 Material Breach

A "Material Breach" is a violation so substantial that it defeats the purpose of this Agreement and causes significant harm to Company, customers, or the integrity of the service platform. Material Breaches include, but are not limited to:

• Fraud or Misrepresentation: Submitting false invoices, inflating charges, billing for services not performed, misrepresenting qualifications or certifications, or any other fraudulent activity
• Gross Negligence: Performing services in a manner that causes significant damage to customer property, injury to persons, or creates safety hazards
• Abandonment: Failing to complete accepted Service Requests without valid justification, abandoning work in progress, or ceasing communication with customers mid-service
• Criminal Activity: Conviction of any crime involving dishonesty, fraud, theft, or crimes committed against customers
• Unauthorized Subcontracting: Subcontracting or assigning Service Requests to third parties without prior written approval from Company
• Theft: Theft of customer property, vehicle contents, or Company property
• Data Breach: Unauthorized disclosure, sale, or misuse of customer information, proprietary Company data, or confidential business information

Consequence: Material Breach results in immediate termination of this Agreement without cure period, forfeiture of any pending payments, and potential legal action for damages. Company reserves all rights and remedies available at law and in equity.

5.2 Payment Breach by Vendor

A "Payment Breach" occurs when Vendor fails to remit any amounts owed to Company within the agreed payment terms specified in Section 3.5. Examples include:

• Failure to repay chargebacks within thirty (30) days of notice
• Failure to return overpayments within thirty (30) days of notice
• Failure to pay penalties, late fees, or other assessed amounts
• Failure to reimburse Company for warranty work or customer compensation

Consequence: Payment Breach triggers the escalation process outlined in Article VI. Additionally, Company may immediately suspend assignment of new Service Requests until all outstanding amounts are paid in full.

5.3 Performance Breach

A "Performance Breach" occurs when Vendor consistently fails to meet the performance standards outlined in Article IV. Performance Breach includes:

• Response time metrics below 70% of target for two (2) consecutive months
• Customer satisfaction scores below 3.0 on 5-point scale for two (2) consecutive months
• Completion rate below 75% for two (2) consecutive months
• Repeated failure to respond to Company communications within required timeframes
• Pattern of late estimate submissions or incomplete documentation

Consequence: Performance Breach is subject to a thirty (30) day cure period as outlined in Section 5.5. If performance does not improve to acceptable levels within the cure period, Company may terminate this Agreement.

5.4 Insurance and Licensing Breach

Vendor must maintain all required insurance coverage and licenses at all times during the term of this Agreement. Breach occurs if:

• Any required insurance policy lapses or is cancelled
• Insurance coverage falls below the minimum required limits
• Any business license, permit, or certification expires or is revoked
• Vendor fails to provide proof of insurance or licensing upon request

Consequence: Insurance and licensing breaches result in immediate suspension of Service Request assignments. Vendor has ten (10) business days to cure by providing proof of current coverage/licensing. Failure to cure within ten (10) business days results in termination.

5.5 Cure Period for Non-Material Breaches

For breaches that are not Material Breaches under Section 5.1, Company shall provide written notice of the breach via email to the address on file in the Portal. The notice shall:

• Specifically describe the breach and the provisions of this Agreement that have been violated
• State the actions required to cure the breach
• Provide a deadline for cure, which shall be thirty (30) days from the date of notice unless otherwise specified

If Vendor cures the breach within the cure period to Company's reasonable satisfaction, the Agreement shall continue in full force. If Vendor fails to cure within the cure period, Company may terminate this Agreement effective immediately upon notice.

5.6 Immediate Termination for Material Breach

Material Breaches as defined in Section 5.1 do not receive a cure period. Company may terminate this Agreement immediately upon discovery of a Material Breach by providing written notice to Vendor. Immediate termination means:

• All access to the Portal is revoked effective immediately
• No new Service Requests will be assigned
• Vendor must complete any in-progress Service Requests or arrange for transfer with Company approval
• Pending payments may be withheld pending investigation of the breach
• Company reserves the right to pursue all available legal remedies including damages, injunctive relief, and recovery of costs

6.1 Payment Due Date and Initial Notice

When Vendor owes any amount to Company (including but not limited to chargebacks, overpayment returns, warranty reimbursements, penalties, or other amounts), Company shall issue an invoice or notice specifying:

• The amount owed and detailed breakdown
• The reason for the charge (Service Request number, customer name, incident description)
• Payment due date (thirty (30) days from invoice date)
• Payment instructions and methods

Vendor is responsible for reviewing the invoice and remitting payment by the due date. Questions or disputes regarding the invoice must be raised in writing within fifteen (15) days of invoice date as specified in Section 3.4.

6.2 Offset Against Future Payments

Company reserves the right to offset any amounts owed by Vendor against future payments due to Vendor. If Vendor owes $500 to Company and Company owes Vendor $1,000 for completed services, Company may issue payment of $500 (the net amount) with documentation showing the offset. This offset right is in addition to, and not in lieu of, Company's other collection rights.

6.3 Escalation Timeline for Non-Payment

If Vendor fails to remit payment by the due date, Company shall initiate the following escalation process:

6.4 Interest on Outstanding Balances

All amounts owed by Vendor that remain unpaid past thirty (30) days shall accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) annual percentage rate). Interest is calculated on a daily basis and compounds monthly. The interest rate represents a reasonable charge for late payment and is in addition to all other rights and remedies available to Company.

6.5 Collection Costs and Attorney Fees

Vendor shall be responsible for all costs incurred by Company in collecting amounts owed, including but not limited to:

• Attorney fees and legal costs at Company's standard or actual rates, whichever is greater
• Court costs, filing fees, and litigation expenses
• Collection agency fees (if Company engages a third-party collection agency)
• Process service fees
• Costs of obtaining credit reports or conducting asset searches
• Travel expenses related to collection activities
• Expert witness fees and deposition costs

These costs are in addition to the principal amount owed, interest, and late fees, and shall be added to the total judgment amount if legal action is taken.

6.6 Suspension of Service Assignments

Any outstanding balance owed to Company for more than sixty (60) days automatically results in suspension of new Service Request assignments. During suspension:

• Vendor's Portal access remains active to complete in-progress work and communicate regarding the outstanding balance
• No new Service Requests will be assigned until the outstanding balance is paid in full
• Vendor remains obligated to complete any accepted Service Requests that were assigned prior to suspension
• Suspension is lifted immediately upon receipt of payment in full for all outstanding amounts

6.7 Payment Plans

Company may, at its sole discretion, agree to a payment plan arrangement for outstanding balances if Vendor is experiencing temporary financial hardship. Any payment plan must be:

• Requested in writing by Vendor within thirty (30) days of the original due date
• Agreed to in writing by an authorized Company representative
• Documented with a payment schedule specifying amounts and dates
• Secured by agreement that any missed payment plan payment results in the full balance becoming immediately due and payable

Payment plans do not waive Company's right to charge interest on outstanding balances or to pursue collection if the payment plan is not honored.

7.1 Termination for Convenience

Either party may terminate this Agreement for any reason or no reason by providing thirty (30) days written notice to the other party. Written notice must be sent via email to the address on file and via certified mail to the business address on record. Termination for convenience is not considered a breach and does not result in penalties, provided that all obligations existing as of the termination date are fulfilled.

7.2 Termination for Cause

Either party may terminate this Agreement immediately for cause, which includes:

• Material Breach as defined in Section 5.1
• Failure to cure a non-material breach within the cure period specified in Section 5.5
• Bankruptcy, insolvency, or assignment for the benefit of creditors by either party
• Dissolution or cessation of business operations
• Repeated breaches of the same provision, even if each individual breach is cured

Termination for cause by Company may result in forfeiture of pending payments and liability for damages caused by the breach.

7.3 Obligations Upon Termination

Upon termination or expiration of this Agreement, regardless of the reason:

• Complete In-Progress Work: Vendor shall complete all Service Requests that were accepted prior to the termination date, or Company may reassign such Service Requests to other vendors
• Return Company Materials: Vendor shall return any Company property, materials, documents, or confidential information within five (5) business days
• Final Invoice Submission: Vendor shall submit all final invoices and estimates within ten (10) business days of termination
• Payment of Outstanding Amounts: Both parties shall pay any outstanding amounts owed within thirty (30) days of termination
• Portal Access: Vendor's Portal access will be revoked upon termination, except for read-only access to historical records for sixty (60) days
• Customer Transition: Vendor shall cooperate with Company to ensure smooth transition of any ongoing customer relationships

7.4 Surviving Obligations

The following obligations survive termination or expiration of this Agreement:

• Confidentiality: All confidentiality obligations under Article VIII survive indefinitely
• Payment Obligations: All payment obligations for work performed prior to termination and any amounts owed remain enforceable
• Warranty: The ninety (90) day workmanship warranty for all services performed prior to termination remains in effect
• Indemnification: All indemnification obligations under Article IX survive for the applicable statute of limitations period
• Dispute Resolution: The dispute resolution provisions of Article X survive to govern any disputes arising from the Agreement

7.5 Effect of Termination on Pending Service Requests

If this Agreement is terminated while Service Requests are pending:

• Acknowledged but Not Started: Service Requests that have been acknowledged but where work has not yet begun shall be automatically reassigned by Company to other vendors. Vendor has no obligation or right to complete these requests.
• Work In Progress: Service Requests where work has begun must be completed by Vendor unless Company and Vendor mutually agree to reassignment. If Vendor refuses to complete work in progress, this may constitute a Material Breach.
• Payment for Partial Completion: If a Service Request cannot be completed due to termination, Vendor shall be compensated for work performed to date on a pro-rated basis, subject to Company's approval of the value of work completed.

8.1 Confidential Information Definition

"Confidential Information" includes all customer data, business information, trade secrets, and proprietary information disclosed by Company to Vendor or obtained by Vendor in the course of performing Services, including but not limited to:

• Customer names, addresses, phone numbers, email addresses, and contact information
• Vehicle information including VIN numbers, license plate numbers, and service history
• Payment information and financial data
• Pricing structures, rate sheets, and commission information
• Business processes, workflows, and operational procedures
• Customer service records, complaints, and resolution information
• Vendor network information and vendor performance data
• Any information marked as "Confidential" or that would reasonably be considered confidential

8.2 Permitted Use of Confidential Information

Vendor may use Confidential Information solely for the purpose of performing Services assigned through the Portal. Specifically, Vendor may:

• Contact customers to schedule services and provide updates related to assigned Service Requests
• Access vehicle information necessary to perform the assigned Services
• Use customer location information to navigate to service locations
• Store customer information temporarily as necessary to complete the Service Request

All other uses of Confidential Information are strictly prohibited without prior written consent from Company.

8.3 Prohibited Uses and Disclosure

Vendor shall not, under any circumstances:

• Use customer information for any purpose other than performing the assigned Service Request
• Contact customers for marketing, solicitation, or business development purposes
• Share, sell, rent, or disclose customer information to any third party
• Retain customer information after completion of the Service Request, except as required by law for warranty or tax purposes
• Use Company's business processes or methodologies for Vendor's own business or for competitors
• Copy, photograph, or otherwise reproduce Confidential Information except as necessary to perform Services
• Disclose the existence or terms of this Agreement to any third party without Company's consent

8.4 Data Protection and Security Requirements

Vendor shall implement and maintain reasonable security measures to protect Confidential Information, including:

• Physical Security: Secure storage of any printed customer information; no customer information left visible in vehicles or public areas
• Electronic Security: Password-protected devices, encrypted storage for electronic customer data, secure disposal of electronic records when no longer needed
• Access Controls: Limit access to Confidential Information to employees or subcontractors who need the information to perform Services and who have been trained on confidentiality requirements
• Network Security: Use secure networks when accessing the Portal; do not access the Portal on public Wi-Fi networks without VPN protection
• Breach Notification: Notify Company immediately (within 24 hours) of any suspected or actual data breach, loss of customer information, or unauthorized access to Confidential Information

8.5 Compliance with Data Protection Laws

Vendor shall comply with all applicable federal, state, and local data protection and privacy laws, including but not limited to:

• Gramm-Leach-Bliley Act (GLBA) regarding protection of financial information
• State data breach notification laws
• California Consumer Privacy Act (CCPA) if applicable
• Any other applicable privacy laws based on Vendor's location and customer locations

Vendor shall maintain compliance with evolving privacy laws and shall notify Company of any changes to data protection laws that may affect Services.

8.6 Consequences of Confidentiality Breach

Breach of confidentiality obligations constitutes a Material Breach under Section 5.1 and results in:

• Immediate termination of this Agreement
• Liability for all damages caused by the breach, including customer compensation, regulatory fines, and reputational harm to Company
• Injunctive relief to prevent further disclosure or misuse
• Potential criminal liability under applicable data protection laws

Company's remedies for confidentiality breach are cumulative and in addition to any other remedies available at law or in equity.

8.7 Return of Confidential Information

Upon termination of this Agreement or upon Company's request at any time, Vendor shall:

• Immediately cease using all Confidential Information
• Return or securely destroy all Confidential Information in Vendor's possession or control
• Provide written certification to Company that all Confidential Information has been returned or destroyed
• Delete all electronic copies of Confidential Information from computers, mobile devices, and backup systems

Vendor may retain Confidential Information only to the extent required by law or for legitimate business purposes (such as warranty records or tax documentation), and such retained information remains subject to all confidentiality obligations.

9.1 Vendor Indemnification

Vendor agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to:

• Vendor's performance or failure to perform Services under this Agreement
• Negligence, gross negligence, or willful misconduct by Vendor or Vendor's employees, agents, or subcontractors
• Bodily injury or property damage caused by Vendor's Services
• Vendor's breach of any representation, warranty, or obligation under this Agreement
• Vendor's violation of any applicable law, regulation, or industry standard
• Infringement of any intellectual property rights by Vendor
• Any claims by Vendor's employees or subcontractors for wages, benefits, or employment-related matters

This indemnification obligation survives termination of this Agreement.

9.2 Company Indemnification

Company agrees to indemnify, defend, and hold harmless Vendor from and against any claims arising solely from:

• Company's gross negligence or willful misconduct unrelated to Vendor's Services
• Company's breach of its material obligations under this Agreement
• Defects in Company's Portal or systems that directly cause harm to Vendor (excluding lost business opportunities)

Company shall not be liable for any claims arising from Vendor's performance of Services, customer disputes regarding service quality, or Vendor's business operations.

9.3 Insurance Requirements

Vendor shall maintain the following minimum insurance coverage at all times during the term of this Agreement:

• Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate
• Automotive Garage Liability: $1,000,000 per occurrence (covering damage to customer vehicles in Vendor's care, custody, or control)
• Commercial Automobile Liability: $1,000,000 combined single limit (covering all owned, non-owned, and hired vehicles)
• Workers' Compensation: Statutory limits as required by state law
• Employers' Liability: $1,000,000 per accident / $1,000,000 disease per employee / $1,000,000 disease policy limit
• Professional Liability (Errors & Omissions): $1,000,000 per claim (if applicable to Services performed)

All policies shall name Company as an additional insured and shall include a waiver of subrogation in favor of Company. Vendor shall provide certificates of insurance to Company upon request and shall notify Company of any cancellation, non-renewal, or material change to coverage at least thirty (30) days in advance.

9.4 Limitation of Liability

Company's Liability Cap: Except for Company's indemnification obligations, gross negligence, willful misconduct, or breach of confidentiality, Company's total cumulative liability to Vendor under this Agreement shall not exceed the total amounts paid or payable to Vendor during the twelve (12) months preceding the claim.

Exclusion of Consequential Damages: Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, lost business opportunities, or business interruption, even if advised of the possibility of such damages. This exclusion does not apply to breaches of confidentiality or indemnification obligations.

9.5 Third-Party Claims

If a third party (such as a customer) brings a claim related to Services performed by Vendor:

• Company shall promptly notify Vendor of the claim
• Vendor shall have the right to participate in the defense of the claim at Vendor's expense
• Company may settle the claim with the customer to protect Company's business reputation
• If Company settles a claim that arose from Vendor's negligence or breach, Vendor shall reimburse Company for the settlement amount plus reasonable costs

10.1 Good Faith Negotiation

If a dispute arises under this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation. Either party may initiate negotiations by sending written notice of the dispute to the other party, including a detailed description of the dispute and proposed resolution. Within ten (10) business days of receiving the notice, representatives of both parties with authority to resolve the dispute shall meet (in person or virtually) to negotiate a resolution.

The parties shall negotiate in good faith for a period of thirty (30) days. If the dispute is not resolved within thirty (30) days, either party may proceed to mediation as outlined in Section 10.2.

10.2 Mediation

If good faith negotiation does not resolve the dispute, the parties agree to submit the dispute to non-binding mediation before resorting to litigation. Mediation shall be conducted according to the following terms:

• Mediator Selection: The parties shall mutually select a qualified mediator with experience in commercial contract disputes within ten (10) days of deciding to proceed to mediation. If the parties cannot agree on a mediator, a mediator shall be appointed by the American Arbitration Association (AAA).
• Location: Mediation shall be conducted at a mutually agreed location or virtually via videoconference.
• Costs: The parties shall split the mediator's fees equally. Each party shall bear its own attorney fees and costs for mediation.
• Confidentiality: All mediation proceedings, statements, and documents are confidential and shall not be admissible in any subsequent litigation.
• Timeline: Mediation shall be completed within sixty (60) days of initiating the mediation process unless extended by mutual agreement.

10.3 Litigation

If mediation does not result in resolution, either party may pursue litigation. The parties agree to the following terms regarding litigation:

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State where Company's principal place of business is located, without regard to its conflict of laws provisions.
• Jurisdiction and Venue: The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county where Company's principal place of business is located for any litigation arising under this Agreement.
• Waiver of Jury Trial: Both parties waive their right to a jury trial and agree that any litigation shall be decided by a judge.
• Prevailing Party Attorney Fees: The prevailing party in any litigation shall be entitled to recover its reasonable attorney fees, court costs, and litigation expenses from the non-prevailing party.

10.4 Exceptions to Dispute Resolution Process

The dispute resolution process outlined above does not apply to:

• Injunctive Relief: Either party may seek immediate injunctive relief in court without first going through negotiation or mediation if irreparable harm is imminent (such as breach of confidentiality, ongoing Material Breach, or threat to safety).
• Collection Actions: Company may proceed directly to litigation for collection of amounts owed by Vendor after following the escalation process in Article VI.
• Small Claims: Either party may file claims in small claims court if the amount in controversy is within the court's jurisdictional limit.

10.5 Continuing Performance During Disputes

Except for disputes that result in termination of this Agreement, both parties shall continue performing their obligations under this Agreement during the pendency of any dispute resolution process. Vendor shall continue to accept and complete Service Requests, and Company shall continue to process payments for completed Services, unless otherwise agreed in writing.

11.1 Independent Contractor Relationship

Vendor is an independent contractor and not an employee, agent, partner, or joint venturer of Company. This Agreement does not create any employment relationship, agency relationship, or partnership. Vendor has no authority to bind Company or to make commitments on Company's behalf.

As an independent contractor, Vendor:

• Is responsible for all federal, state, and local taxes, including income tax, self-employment tax, and sales tax
• Is not entitled to employee benefits such as health insurance, retirement benefits, paid time off, or workers' compensation (for Vendor's own injuries)
• Controls the manner and means of performing Services, subject to compliance with this Agreement's quality and performance standards
• May perform services for other customers and clients, provided such work does not interfere with obligations under this Agreement or create conflicts of interest
• Is responsible for obtaining and maintaining all necessary business licenses, permits, insurance, and equipment

Company will issue IRS Form 1099-NEC to Vendor for payments made during the calendar year if the total payments meet IRS reporting thresholds.

11.2 Assignment Restrictions

Vendor may not assign, transfer, delegate, or subcontract any rights or obligations under this Agreement without Company's prior written consent. Any attempted assignment in violation of this section is void. Company may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets without Vendor's consent.

11.3 Force Majeure

Neither party shall be liable for failure to perform its obligations (other than payment obligations) if such failure is caused by circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor strikes, epidemics, pandemics, government actions, utility failures, or internet/telecommunications failures ("Force Majeure Event").

The affected party must:

• Notify the other party within forty-eight (48) hours of the Force Majeure Event
• Use reasonable efforts to mitigate the impact and resume performance as soon as practicable
• Provide regular updates on the status of the Force Majeure Event

If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice without penalty.

11.4 Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral. There are no representations, warranties, or agreements other than those expressly set forth in this Agreement.

This Agreement may only be amended or modified by a written document signed by authorized representatives of both parties. No oral modifications or amendments are valid. Company may update this Agreement from time to time, and such updates will be effective upon Vendor's electronic acceptance through the Portal. Continued use of the Portal after notice of updated terms constitutes acceptance.

11.5 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent to the greatest extent possible.

11.6 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. A party's failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. A waiver of a breach of any provision does not constitute a waiver of any subsequent breach of the same or any other provision.

11.7 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when:

• Delivered in person with receipt acknowledged
• Sent by email to the address on file in the Portal, with confirmation of receipt or read receipt
• Sent by certified mail, return receipt requested, to the address on file
• Delivered via nationally recognized overnight courier service

Notices to Company shall be sent to: support@fazeoneplus.com

Notices to Vendor shall be sent to the email and physical address provided in Vendor's Portal profile. Vendor is responsible for maintaining current contact information.

11.8 Headings

The headings and section titles in this Agreement are for convenience only and do not affect the interpretation of this Agreement.

11.9 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic signatures and electronically accepted agreements through the Portal have the same legal effect as original signatures and are binding and enforceable.

12.1 Electronic Acceptance

By clicking "I Accept" or "I Agree" in the vendor portal, or by performing Services after viewing this Agreement, Vendor acknowledges that Vendor has:

• Read this entire Agreement carefully
• Understood all terms and conditions
• Had the opportunity to seek legal counsel regarding this Agreement
• Voluntarily agreed to be bound by all provisions of this Agreement

Electronic acceptance through the Portal constitutes a legally binding contract with the same force and effect as a handwritten signature on a paper contract.

12.2 Acceptance Tracking

Company tracks all electronic acceptances with the following information:

• Date and time of acceptance (timestamp)
• IP address from which acceptance was made
• User identity (username and associated vendor company)
• Version of Agreement accepted

This tracking information serves as evidence of Vendor's acceptance and may be used in any dispute resolution proceedings or legal proceedings regarding this Agreement.

12.3 Updated Agreement Versions

Company may update or revise this Agreement from time to time to reflect changes in business practices, legal requirements, or operational needs. When a new version of this Agreement is published:

• Vendor will be notified via email and Portal notification
• Vendor will be required to review and re-accept the updated Agreement
• Until the updated Agreement is accepted, Vendor may complete in-progress Service Requests but will not receive new assignments
• If Vendor does not accept the updated Agreement within thirty (30) days of notification, this Agreement will terminate

Continued performance of Services after notification of an updated Agreement constitutes acceptance of the new terms.

12.4 Authority to Accept

By accepting this Agreement, the individual clicking "I Accept" represents and warrants that they have the legal authority to bind the Vendor company to this Agreement. If the individual does not have such authority, this Agreement is voidable at Company's option, and the individual may be personally liable for any breaches.