Inteserra Services Agreement for WhiteLabel Resellers

THIS STANDARD SERVICES AGREEMENT (hereinafter referred to as this "Agreement") is made effective (the "Effective Date") upon acceptance between Inteserra, Inc., a Georgia corporation, whose office location is 1725 Windward Concourse, Suite 150, Alpharetta, GA 30005 (hereinafter referred to as “Inteserra”); and the entity accepting the terms of this Agreement (hereinafter referred to as “Client”) (Inteserra and Client are hereinafter collectively referred to as the "Parties" or may be referred to individually as a “Party”).

W I T N E S E T H:

WHEREAS, Inteserra is a provider of regulatory compliance and transactional tax compliance services;

WHEREAS, Inteserra offers bundled service plans (the “Plan Options”) only available through White Label Communications from which the Client may select (the “Selected Plan”), which is incorporated into this Agreement;

WHEREAS, Client is a provider of telecommunications services and desires to engage Inteserra to provide regulatory compliance services and/or transactional tax services to Client; and

WHEREAS, Inteserra desires to perform regulatory compliance services and /or transactional tax services for Client.

NOW THEREFORE, for and in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Inteserra and Client, intending to be legally bound, hereby agree as follows:

1. SCOPE OF AGREEMENT: Inteserra agrees to provide to Client the services, preparation and filing of returns in the jurisdictions based on the Selected Plan , and additional jurisdictional filings for which the Client becomes subject to during the term of this Agreement (the "Services").
2. TERM OF AGREEMENT: The initial term of this Agreement shall begin on the Effective Date and shall continue for 12 months.. This Agreement will automatically renew for successive one-year periods at the expiration of the initial or current term unless cancelled in accordance with the terms set forth herein. Either Party may terminate this Agreement upon expiration of the initial or current term by providing written notice of such termination to the other Party not less than ninety (90) days prior to the end of the initial or current term of this Agreement.
3. ESCROW ACCOUNT:  Client authorizes Inteserra to set up an Escrow Account (“Account” or “Escrow Account”) with First Citizens Bank or another financial institution specified by Inteserra and to make remittances/payments on Client’s behalf from this Account in accordance with the terms herein. 

   a) Funding of Escrow Account - Inteserra will hold certain funds provided by Client (the “Funds”) in the Account to be used for the purposes set forth in subsection (b) below. Inteserra will provide Client with an estimate of the Funds needed for the upcoming liabilities, which may include a contingency amount of up to 10% to cover unanticipated charges. Client agrees to make the Funds available to Inteserra within 48 hours of receiving Inteserra’s Fund estimate. If Client fails to make the estimated Funds available to Inteserra within that time, Client acknowledges and agrees that it will pay Inteserra an additional fee equal to 10% of the estimated Funds not as a penalty, but as a reasonable estimate of the costs incurred by Inteserra as a result. Further, if sufficient Funds are not available in Client's Account, Inteserra shall use its reasonable best efforts to notify Client prior to the due date of any payment to an Agency so that Funds can be replenished, or alternative payment arrangements made. However, Inteserra shall not be liable for any interest, late payment, or other penalty assessed against Client by an Agency as a result of a late payment caused by insufficient Funds or Funds that were not immediately available.  No Client liability will be paid by Inteserra unless Client has sufficient funds in their Account.

   b) Use of Funds - Client authorizes Inteserra to disburse monies from the Account for the purposes of: (1) remitting any taxes, fees, assessments, or other disbursements otherwise payable to an Agency by Client in respect to returns or reports prepared by Inteserra under this Agreement; (2) payment of any fees billed by Inteserra to Client for services rendered under this Agreement; and (3) payment of any Bank Fees associated with maintenance of the Escrow Account. The term "Agency" as used in this section shall refer to any entity which is the recipient of a tax, reporting fee, assessment, or other disbursement due and owing as a result of reports and returns prepared by Inteserra for Client pursuant to this Agreement. “Bank Fees” include but are not limited to normal and customary fees and charges incurred in connection with an escrow account, including bank service charges, check printing charges, and charges as a result of a dishonored check or insufficient funds provided by Client. In addition, “Bank Fees” include additional fees charged by the institution designed to further provide protection for the Account, such as overdraft and fraud protection, ACH verification, etc. Either Client or Inteserra may, in their sole discretion, enroll the Account in such protection programs.

   c) Inteserra shall prepare a statement of transactions within Client's Account on a monthly basis, and provide a copy of said statement by the tenth business day of the following month. 

   d) In addition to the Bank Fees associated with the Escrow Account, Inteserra may charge Client a monthly fee as compensation to Inteserra for managing and maintaining the Escrow Account (the “Escrow Maintenance Fee”) which Client agrees to pay. Payment is due on the date identified in the invoice (the “Due Date”). Failure to pay the Escrow Maintenance Fee by the Due Date may result in suspension of escrow services. The Escrow Maintenance Fee does not include Bank Fees.

   e) Ministerial Function - In the event of a dispute with regard to whom the Funds, or any portion thereof, should be paid, Inteserra shall have the right to interplead such amount.  The interpleading of such amounts shall release Inteserra from any further or continuing liability with respect to the disposition of the Funds or any payment of any monies due to an Agency.  Except as herein specifically provided, Inteserra's duties under this Agreement shall be purely ministerial in nature, and Inteserra shall incur no liability whatsoever except for willful misconduct or gross negligence so long as Inteserra acts in good faith.

4. DATA PREPARATION: All documents, instruments and data supplied by Client to Inteserra will be supplied in accordance with the agreed upon time, requirements and specifications set forth in the Selected Plan. Client shall be responsible for all consequences of its failure to supply Inteserra with accurate documents and data within prescribed time periods. Client agrees to retain duplicate copies of all documents, instruments and data supplied by Client to Inteserra hereunder. Client is responsible for the accuracy and completeness of its own information and documents and Client is responsible for all of its acts, omissions and representations pertaining to or contained in all such information or documents. Unless Client previously informs Inteserra in writing of exceptions or qualifications, Inteserra has the right to rely upon the accuracy and completeness of the information and documents provided by Client; and Inteserra assumes no liability for services performed in reliance thereon. Inteserra shall have no obligation to audit or review Client's information or documents for accuracy or completeness. It is understood and agreed that Inteserra services may include advice and recommendations; but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, Client. Inteserra will not perform management functions or make management decisions for Client.
5. PROPRIETARY RIGHTS:
1. Client acknowledges that all materials (except those delivered by Client to Inteserra), programs, processes and techniques used or prepared by Inteserra in connection with the work performed or services rendered by it hereunder shall at all times be and remain the exclusive property of Inteserra and are confidential and proprietary. Delivery of such proprietary information to Client shall be solely for the purpose of delivery of Inteserra's services hereunder.
6. LIMITATION OF LIABILITY:
1. Client agrees that regardless of the claim or the form in which any legal or equitable action may be brought by Client, or by any other party, against Inteserra as a result of this Agreement or any work performed or services rendered hereunder, including all machine, network and human errors, shall be limited to compensatory damages only and in an amount not to exceed the amount paid by Client for the particular service which gave rise to the claim asserted. Inteserra shall not be responsible for any indirect, special or consequential damages related to or arising out of this Agreement.
2. Inteserra shall not be liable or responsible to Client or any other party for any loss or damage, which they, or any of them, may suffer or incur by reason of Client's failure to furnish such reports or documents as set forth within the time period specified in this Agreement, the Selected Plan, or for Client’s failure to timely fund its Escrow Account. Inteserra shall not be liable to any jurisdiction for any filing fees, regulatory assessments or similar exactions by any jurisdiction relating to any services hereunder, the same being solely Client’s responsibility. If Client is assessed any late fees, interest, or penalties for reports, which are not timely, filed due solely to Inteserra's action or inactions, Inteserra shall be responsible to reimburse Client for such fees and penalties.
3. Client agrees to indemnify Inteserra and hold it harmless against and in respect of all demands, assessments, judgments, costs and legal and other expenses arising from or in connection with any action, suit, proceeding or claim which is or may be made or brought against Inteserra by any party for any error, omission or failure incident to the work performed or services rendered by Inteserra pursuant to this Agreement or otherwise resulting from the existence of this Agreement.
7. FREEDOM TO CONTRACT: The Parties hereto acknowledge that they are both free to enter into this Agreement and are in no way restrained from doing so by any governmental or regulatory agency decrees, opinions, rules, regulations and decisions.
8. NOTICES: Any notices pertaining to this Agreement to Inteserra shall be set forth in writing and forwarded by registered or certified mail address listed above. Any such notices may be sent to Client at the email address used by Client to sign this Agreement. The Parties may update the address at which it receives notice by written notice to the other.
9. ENTIRE AGREEMENT: This Agreement (including materials included herein by reference) contains the entire agreement between the Parties with respect to its subject matter and supersedes all existing agreements between them concerning its subject matter. No oral statements, representations or prior written material not contained in this Agreement or incorporated herein shall have any force or effect. This Agreement shall not be modified in any way except by writing subscribed to by the Parties.
10. GOVERNING LAW: This Agreement shall be governed by and construed in all respect in accordance with the laws of the State of Georgia, and the Parties further consent to jurisdiction by the state and federal courts sitting in Forsyth County in the State of Georgia.
11. ASSIGNMENT: This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and assigns, including without limitation, any successor to either Party resulting by reason of corporate merger or consolidation. Inteserra may assign some or all of its obligations arising under this Agreement in its sole discretion, provided it remains fully liable to those obligations.
12. SEVERABILITY: If any provision or paragraph of this Agreement is held invalid, such invalidity shall not affect other provisions of this Agreement.
13. INDEPENDENT CONTRACTOR: It is understood and agreed that White Label, Inteserra, and Client are independent contractors of one another and that none of them is or shall be considered an agent, distributor or representative of the other. Neither White Labe, Inteserra, nor Client shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.
14. CONFIDENTIALITY:
1. "Confidential Information" means all documents, software, reports, data, records, forms and other materials obtained by one Party (the "Receiving Party") from the other party (the "Disclosing Party") or at the request or direction of the Disclosing Party in the course of performing the services under this Agreement: (i) that have been marked as confidential; (ii) whose confidential nature has been made known by the Disclosing Party to the Receiving Party; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat as confidential. Notwithstanding the foregoing, Confidential Information does not include information which : (1) is already known to the Receiving Party at the time of disclosure by the Disclosing Party; (2) is or becomes publicly known through no wrongful act of the Receiving Party; (3) is independently developed by the Receiving Party without benefit of the Disclosing Party's Confidential Information; or (4) is received by the Receiving Party from a third party without restriction and without a breach of an obligation of confidentiality. Each Party shall exercise the same level of care to protect the other's information as it exercises to protect its own confidential information but in no event less than reasonable care. If the Receiving Party receives a subpoena or other validly issued administrative or judicial demand requiring it to disclose the Disclosing Party's Confidential Information, the Receiving Party shall, unless prohibited by law, provide prompt written notice to the Disclosing Party of such demand in order to permit it to seek a protective order. So long as the Receiving Party gives notice as provided herein, the Receiving Party shall be entitled to comply with such demand to the extent required by law, subject to any protective order or the like that may have been entered in the matter. In the event the Receiving Party is requested to testify or produce its documents relating to the services under this Agreement pursuant to subpoena or other legal process in judicial or administrative proceedings to which it is not a party, or in connection with an informal inquiry or investigation with the consent of the Disclosing Party, the Disclosing Party shall reimburse the Receiving Party for its time and expenses, including reasonable attorneys’ fees, incurred in responding n to such requests.
2. The Receiving Party will deliver to the Disclosing Party or destroy all Confidential Information of the Disclosing Party and all copies thereof when the Disclosing Party requests the same, except for copies retained in work paper files or records, anything that may be stored in back up media or other electronic data storage systems, latent data and metadata. Except as otherwise set forth in this Paragraph, the Receiving Party shall not disclose to any person, firm or entity any Confidential Information of the Disclosing Party without the Disclosing Party's express, prior written permission, provided, however, that notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent that it is required or necessary to be disclosed pursuant to a statutory or regulatory provision, or court, or provisions of the laws of a state or other jurisdiction.
15. NON-WAIVER: No waiver or failure to exercise any option, right or privilege under the terms of this Agreement on any occasion or occasions shall be constructed to be a waiver of the same or any other option, right or privilege on any other occasion.
16. HEADINGS: Titles and headings used herein are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
17. ADDITIONAL TERMS AND CONDITIONS:
1. As requested by Client, Inteserra will respond to correspondence received from tax authorities associated with the returns prepared by and caused by Client’s failure to provide timely data, timely funding, or otherwise failure to perform its obligations under this Agreement, for an additional fee.
2. Using an agreed upon format, Client will provide to Inteserra, on or before the 5th business day of the month, the previous month's sales and use tax transaction information and all supporting documentation necessary for Inteserra to complete the specified state transaction tax returns. If data is provided after the above date or if the data is not sent in the agreed upon file format, Client agrees that Inteserra will not be held liable for any penalty or interest due as a result.
3. Client agrees to wire transfer or ACH to Inteserra any and all funds needed for the settlement of tax liabilities no later than 2 business days after receiving their funds Request. If Client fails to wire the funds within the above timeframe, Client agrees that Inteserra will not be held liable for any penalty or interest due as a result.

   NOTE: NO CLIENT liability will be paid by Inteserra unless CLIENT has sufficient funds in their escrow account.

4. Inteserra will not be responsible for any penalty and or interest from any jurisdiction if Client has not provided to Inteserra all sign off documentation.
5. Client agrees to pay all late data fees (see “additional fees”) as well as accept responsibility for any notices that are generated by a jurisdiction if Client data is received late and or not received in the agreed upon format. If Client’s service is suspended by Inteserra due to non-payment, CLIENT agrees to pay Inteserra an additional charge of $50.00 per return for any report that was not filed by Inteserra due to service suspension but is in fact later filed by Inteserra after services are reinstated.
6. Monthly sales and use tax information provided by Client will also include initial taxability categorizations of transactions and related tax liability calculations as determined by Client.
7. Inteserra will prepare these returns from the information Client submits. Inteserra will not audit or independently verify the data Client submits. However, Inteserra may ask for clarification of some of the information provided by Client. Inteserra’s engagement cannot be relied on to uncover errors, omissions, or irregularities, should any exist in the underlying information incorporated in the tax return(s). However, Inteserra will inform Client of any such matters that come to its attention.
8. Please note that if Client had a taxable presence (e.g., transactions in a jurisdiction in which Client is not currently filing returns) in a jurisdiction not listed in the Selected Plan, it may be subject to transaction tax in that jurisdiction, depending upon the particular facts. It is Client’s obligation to notify Inteserra if Client is liable for a transaction tax or has a filing requirement in any jurisdictions not listed in the Selected Plan.
9. All tax returns are subject to examination by the taxing authorities. In the event of an examination, Client may be requested to produce documents, records, or other evidence to substantiate the items of revenue and deductions shown on the tax returns. In preparing the tax returns, Inteserra relies on Client's representations that Client understands and has complied with applicable documentation requirements for expenses, deductions, and credits. Services provided by Inteserra in the event of such an examination may be provided at an additional fee as set forth in a separate engagement letter between the Parties.

THE PARTIES REPRESENT THAT THEY HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS STATED HEREIN.

IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts, each of which shall be deemed an original.