Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") govern your access to and use of MassARB, a mass arbitration claimant processing service operated by GroupSettle ("GroupSettle," "we," "our," or "us"). By executing a Service Order, accessing the platform at massarb.groupsettle.com, or instructing us to begin work on a matter, you (the "Client") agree to be bound by these Terms.

If you are accepting these Terms on behalf of a law firm or other entity, you represent that you have authority to bind that entity. Throughout these Terms, "you" and "Client" refer to that entity.

2. Definitions

• "Matter" means a specific mass arbitration, class action settlement, or similar coordinated proceeding for which the Client engages us to provide Services.
• "Claimant" means an individual on whose behalf the Client has authority to collect a release, closing statement, or settlement disbursement for a Matter.
• "Signed Claimant" means a Claimant who has executed a release form and any required closing statement through our platform with a complete audit trail.
• "Threshold" means the percentage or absolute number of Signed Claimants that triggers billing under Section 5, as agreed in the Service Order.
• "Service Order" means the written engagement document executed by both parties that sets out matter-specific scope, fees, Threshold, and any custom terms.
• "Claimant Data" means personal information, contact details, claim information, payment information, and any other information about Claimants that the Client provides to us or that we collect through the platform.

3. The Services

Subject to these Terms and the applicable Service Order, GroupSettle will provide the following services in connection with each Matter:

• Configuration and hosting of a custom-branded claimant portal;
• Persistent multi-channel outreach to Claimants by SMS and email using our owned communications infrastructure, with daily cadence available across the Matter window;
• Outbound automated voice contact as an optional add-on, available only where the Client's existing Claimant disclosures and consents authorize synthetic voice communication;
• ESIGN-compliant electronic signature for releases, closing statements, and related documents;
• Identity verification of Claimants based on data the Client provides;
• Settlement fund disbursement by e-check or physical check;
• Tax reporting, including IRS Form 1099 generation, filing, and mailing where applicable;
• State escheatment reporting for uncashed checks where required;
• A real-time administrator dashboard with completion tracking and exportable reports;
• An audit package at matter close.

The exact scope, document templates, communication cadence, and disbursement instructions are defined in the Service Order for each Matter.

4. Engagement and Onboarding

To engage GroupSettle for a Matter, the parties will execute a Service Order specifying (a) the Matter, (b) the Client's release and closing statement language, (c) the Claimant population and source data, (d) the agreed Threshold, (e) the disbursement instructions, and (f) any matter-specific scope additions.

Standard portal configuration time is forty-eight (48) hours from receipt of complete Service Order materials. Full campaign launch typically occurs within five to seven (5–7) business days. Compressed timelines may be available for urgent matters by mutual agreement.

5. Fees and Threshold-Aligned Billing

Fees are charged at $9.99 per Signed Claimant, unless a different per-Claimant rate is specified in the Service Order.

5.1 Threshold-Aligned Billing

No fees are invoiced until the Matter reaches its agreed Threshold. Upon reaching the Threshold, GroupSettle will invoice $9.99 (or the agreed rate) multiplied by the total number of Signed Claimants at that time. Thereafter, GroupSettle will invoice on a recurring basis (typically monthly) for each additional Signed Claimant collected during the Matter.

If the Matter does not reach its Threshold within the response window agreed in the Service Order, no fees are payable. GroupSettle bears the cost of the work performed.

5.2 Engagement Minimum

Each engagement is subject to a standard engagement minimum, applied at the point billing begins. The minimum is disclosed in the Service Order. Matters projected to fall below the minimum may still be eligible for service on individually negotiated terms.

5.3 Pass-Through Costs

The per-Claimant fee covers all platform-provided services described in Section 3. Genuine third-party costs that are not part of the platform (for example, settlement bank wire fees imposed by the Client's chosen bank, or specialized mail house overflow for jurisdictions we do not directly cover) will be passed through at cost and itemized.

5.4 Payment Terms

Invoices are payable net thirty (30) days from issuance. Past-due amounts accrue interest at the lesser of 1.0% per month or the maximum rate permitted by applicable law.

6. Client Responsibilities

The Client is responsible for:

• Providing accurate, complete, and lawfully obtained Claimant Data, including contact information sufficient for outreach;
• Securing all consents, authorizations, and engagement letters from Claimants necessary to permit our outreach and processing;
• Reviewing and approving all communication templates, release language, and closing statement language prior to campaign launch;
• Providing accurate settlement allocation amounts for each Claimant and timely funding the disbursement account;
• Compliance with the Telephone Consumer Protection Act, the CAN-SPAM Act, and any state-level analogues in connection with Claimant outreach. The Client warrants that its retention of and authority to contact each Claimant supports the outreach we will perform under the Service Order.

7. Claimant Data and Processing

Claimant Data is processed in accordance with the GroupSettle Privacy Policy. The Client warrants that it has the authority to share Claimant Data with us for the purposes contemplated by the Service Order. We act as a service provider or processor on the Client's instructions and do not use Claimant Data for our own marketing or for any purpose other than performing the Services.

8. Confidentiality

Each party may disclose to the other non-public information about its business, claimants, technology, pricing, and operations ("Confidential Information"). The receiving party will (a) use Confidential Information only to perform under these Terms, (b) protect it using at least the same standard of care it uses to protect its own confidential information, and in no case less than reasonable care, and (c) not disclose it to third parties except to employees, contractors, and advisors with a need to know and bound by confidentiality obligations no less protective than these.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, that the receiving party already lawfully possessed without confidentiality obligation, or that the receiving party independently developed without reference to the disclosing party's information.

The terms of any settlement agreement under which a Matter is administered remain subject to the confidentiality provisions of that agreement.

9. Intellectual Property

GroupSettle and its affiliates (including Send It By Text) retain all right, title, and interest in the platform, the technology, the underlying software, the dashboard, the AI voice models, the SMS infrastructure, and any improvements, modifications, derivative works, or aggregated analytics related to any of the foregoing.

The Client retains all right, title, and interest in its Claimant Data, its brand assets used in the custom-branded portal, and the content of its releases, closing statements, and related documents. The Client grants GroupSettle a limited, non-exclusive license to use those materials solely to perform the Services for the Matter.

We may identify the Client as a customer in marketing materials only with the Client's prior written consent.

10. Service Availability

GroupSettle targets 99.5% monthly availability for the claimant-facing portal. Scheduled maintenance windows will be communicated in advance. Force majeure events, third-party telecom outages, and similar uncontrollable circumstances are excluded from availability calculations. Specific service-level commitments and remedies, where offered, are set out in the applicable Service Order.

11. Warranties and Disclaimers

GroupSettle warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards for claimant administration. To the maximum extent permitted by law, all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, are disclaimed.

GroupSettle does not provide legal advice. Nothing in the Services constitutes legal counsel. The Client is responsible for legal sufficiency of release language, closing statement language, and the underlying settlement.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits or lost data, arising out of or related to these Terms, regardless of the form of action.

Except for liability arising from a party's indemnification obligations, breach of confidentiality, infringement of the other party's intellectual property, or gross negligence or willful misconduct, each party's total cumulative liability under these Terms will not exceed the fees paid or payable by the Client to GroupSettle in the twelve (12) months preceding the event giving rise to the claim.

13. Indemnification

The Client will defend, indemnify, and hold GroupSettle harmless from and against any third-party claim arising out of (a) the Client's breach of these Terms, (b) the Client's failure to obtain necessary consents from Claimants, (c) the Client's outreach instructions where contrary to applicable law, or (d) the legal sufficiency or accuracy of release and closing statement language provided by the Client.

GroupSettle will defend, indemnify, and hold the Client harmless from and against any third-party claim that the platform infringes that third party's intellectual property rights.

14. Term and Termination

These Terms remain in effect for so long as there is an active Service Order. Either party may terminate a Service Order on thirty (30) days' written notice, or immediately upon material breach by the other party that is not cured within fifteen (15) days of written notice.

Upon termination, GroupSettle will return or destroy Client Confidential Information and Claimant Data on the Client's instruction, except for copies retained for legal, audit, or backup purposes consistent with our records retention policy. Fees earned through the termination date remain payable.

15. Dispute Resolution

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The parties will attempt in good faith to resolve any dispute through direct negotiation between senior representatives. If unresolved within thirty (30) days, the dispute will be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat of arbitration in Broward County, Florida. Each party waives any right to trial by jury. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.

16. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy and any executed Service Order, constitute the entire agreement between the parties on the subject matter and supersede prior or contemporaneous communications. A Service Order's specific provisions take precedence over these Terms in the event of conflict.

Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets without consent.

Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

Severability. If any provision is held unenforceable, the remaining provisions will continue in full force.

Notices. Notices must be in writing and sent to the address designated by each party. Email to the addresses in the Service Order satisfies this requirement for routine notices; legal notices require certified mail or courier delivery.

Force Majeure. Neither party is liable for failure or delay caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, internet or telecommunications failures, and labor disputes.

Updates. GroupSettle may update these Terms from time to time. Material changes will be communicated to active Clients in advance. Continued use after the effective date of an update constitutes acceptance.

17. Contact

For questions about these Terms, contact us at:

GroupSettle
Email: legal@groupsettle.com
Web: massarb.groupsettle.com