Standard Service Agreement

1. Services: Acumantra will provide Telephone Answering Services (“TA Services”) to the Client, which will consist of the receiving and answering of telephone calls to the Client, when properly transferred or forwarded to Acumantra, and responding to or forwarding of these telephone calls in accordance with information entered by the Client through the On Call Central web interface. Acumantra shall be entitled to rely on the information supplied by the Client, including, but limited to, telephone numbers, names of persons to whom the calls should be referred, the hours when the persons are to receive forwarded telephone calls and all other items of information used in the performance of TA Services by the Answering Service. The Answering Service shall not be required or have a duty to inquire as to any of the information supplied by the Client.

2. Period of TA Services: The TA Services to be performed under this Agreement shall commence on the specified start date, provided that Acumantra has received on or before that date a signed service order. Acumantra shall have no liability or responsibility for commencing or continuing service unless the signed copy of the service order. This agreement is terminable with 28 days written notice.

3. Setup Charge: Client shall pay a one-time non-refundable setup in the amount specified in their service order. This charge is separate from Client’s regularly recurring service fees. Should client need to add additional providers to the account, such providers will be subject to a one-time per-provider charge agreed upon in the initial service order.

4. Fees and Charges: Client will receive a 14-day trial of the On Call Central service. The trial shall being on or before their specified start date, and shall conclude 14 days thereafter. Following the conclusion of the trial, the rate for On Call Central service shall be that which was specified in Client’s service order. Should Client wish to increase the number of providers in the account, additional providers may be added to the account at the rate specified in the initial service order. Charges are billed automatically to the bank account or credit card on file. Charges will be listed on your account statement as “Acumantra Solutions, Inc.” or “On Call Central.” The initial charge for this account will occur at the conclusion of the trial period, then at 28-day intervals thereafter. The rates set out above are subject to change by Acumantra, upon 28 days prior notice to the Client.

5. Setup Materials. Client hereby specifically acknowledges that failure to submit the required setup materials, including the account preferences, provider preferences, and voice greetings shall not alter or extend the terms or duration of the trial period.

6. Confidentiality: Acumantra shall treat all messages as confidential and shall not intentionally disclose any messages to any unauthorized person or organization. However, Acumantra shall not be responsible for any inadvertent disclosure and shall have the right to cooperate with all law enforcement agencies or organizations and may disclose to them whatever information is requested pursuant to the performance of their official duties, without prior notice to the Client of such requests.

7. Closing Accounts: Should client wish to terminate this agreement at any time during the trial period, an authorized representative may do so by completing the form located at the following link no later than 11:59PM US eastern time on the date of the trial period’s conclusion: Following the conclusion of the trial period, there is a 28-day notice period for cancellation. Client accepts that this will be the sole method of closing an account.

8. Limitation of Liability: Acumantra shall not be liable for any acts, errors, or omissions by it or its employees or agents. Acumantra’s entire liability to the Client as to damages for, based upon, or in connection with, either directly or indirectly, TA Services provided or which should have been provided by Acumantra to or on behalf of the Client shall not exceed the fees and costs payable by the client to Acumantra for the payment period in which the conduct giving rise to the claim took place. In no event shall Acumantra or its employees or agents be liable to the Client for (a) any incidental or consequential damages, including, but not limited to, any lost profits or revenues arising either directly or indirectly from the performance, or failure to perform, any TA Services; (b) any punitive, exemplary, or multiplied damages; (c) any damages for, based upon, or arising out of any natural disasters, weather conditions, civil disturbances, material shortages, electronic or mechanical failures, network disruptions, hardware or software malfunctions, or problems with or the interruption of telephone service; (d) and loss of use or data regardless of legal theory, whether or not Acumantra Solutions, Inc. has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose.

9. Indemnification: The Client agrees to defend, indemnify and hold Acumantra and its employees and agents harmless as against any and all liabilities, losses, damages, injuries, claims, suits, judgments, settlements, awards, costs, charges and expenses, including but not limited to any fees, costs, charges and expenses incurred by Acumantra for investigation, defense and resolution, for, based upon, or arising out of the performance or failure to perform any TA Services under or pursuant to this Agreement.

10. Ownership and Property Rights: All technologies, software, hardware, operating applications, procedures, scripts, telephone numbers, or other materials of any nature or type prepared, furnished, or utilized by Acumantra, other than those items furnished by the Client to Acumantra, shall be considered the sole and exclusive property of Acumantra and shall be retained by Acumantra upon the termination of this Agreement.

11. Reports and Statistical Information: Acumantra may be requested by the Client from time to time to furnish reports or statistical information to the Client regarding aspects of the TA Services being performed. The cost to prepare and furnish such reports and statistical information is not included within the amount specified above as charges for the TA Services. Therefore, Acumantra will advise the Client of the cost to be charged for the reports and statistical information and obtain the consent of the Client before preparing and providing same to the Client. Acumantra does not make any guarantees, warranties, or representations as to the accuracy of the reports and statistical information so provided.

12. Assignment: This Agreement is binding on the parties hereto and their respective successors and assigns. It is agreed that Acumantra may assign the Agreement to its successor or any entity acquiring all or substantially all of the assets of the Company, provided Client is given 15 days written notice, which may be delivered via email.

13. Notices: Any notices required to be given by the terms of this Agreement shall be sent by Certified Mail, return receipt requested, at the address set forth above in this Agreement. Alternatively, notice can be given by fax or e-mail, if the party to whom notice is being given has previously provided such fax number or e- mail address to the other party and has confirmed in writing that the fax number of e-mail address can be used for notice purposes under this Agreement.

14. Severability: No term or provision of this Agreement that is determined by a court of Competent Jurisdiction to be invalid or unenforceable shall affect the validity or enforceability of the remaining terms and provisions of this Agreement. Any term found to be invalid or unenforceable shall be deemed as severable from the remainder of the Agreement.

15. Independent Contractor: Nothing contained in this Agreement shall be construed or interpreted by the parties hereto, or by any third party, as creating a relationship of principal and agent, partnership, joint venture, or any other relationship between Acumantra and the Client, other than that of independent contractors contracting for the provision and acceptance of Services. Each party will be responsible for hiring, supervising and compensating its own employees and for providing benefits to and withholding taxes for such employees.

16. Dispute Resolution: In the event of a dispute under this Agreement, the parties shall, as their sole remedy, be required to follow the following steps:

a. The parties, through executive officers with authority to resolve disputes, shall meet and seek to negotiate a resolution of the dispute within thirty (30) days of the giving of written notice of a dispute to the other party.

b. If negotiations in step one above are unsuccessful in effecting a resolution, the parties shall be required to engage in non-binding mediation, to be held with sixty (60) days of the conclusion of the thirty day negotiation period. Mediation will take place in Lexington, Kentucky. Such mediation shall be before an independent mediator jointly by the parties. If the parties cannot come to agreement on the identity of the mediator, the selection shall be pursuant to the mediation rules of the American Arbitration Association.

c. If mediation pursuant to step two above is unsuccessful in effecting a resolution of the dispute, the parties shall initiate binding arbitration pursuant to the rules of the American Arbitration. Association. Arbitration shall take place in Lexington, Kentucky.

17. Modifications: We may revise this standard services agreement from time to time, and will always inform you of material changes to the agreement. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised standard services agreement.

18. Governing Law: This Agreement shall be deemed to have been executed in the Commonwealth of Kentucky and shall be interpreted, construed and enforced in accordance with and governed by the laws of the Commonwealth of Kentucky.

19. Entire Agreement: This Agreement represents the entire agreement of the parties to This Agreement and supersedes all negotiations, representations, prior discussions or preliminary agreements between the parties.