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 Navicore Services, Inc., a Florida corporation doing business as Power Admin Solutions ("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 Campaign, 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

• "Campaign" (also referred to as a "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 Campaign.
• "Total Claimants" means the total number of Claimants identified by the Client on the Campaign claimant list at launch. "Eligible Claimants" means, where the parties so designate in writing, the subset of Total Claimants used as the denominator for the Release Threshold calculation.
• "Signed Claimant" means a Claimant who has executed both (i) the operative release and (ii) the closing statement through our platform with a complete audit trail.
• "Release Threshold" means the percentage agreed by the parties (which agreement may be evidenced by an exchange of emails) calculated as the number of Signed Claimants divided by the Total Claimants (or Eligible Claimants where so designated). Reaching the Release Threshold triggers billing under Section 5.
• "Threshold Bonus" means an additional fee payable upon reaching a specified completion milestone above the Release Threshold, where the parties have agreed to such a bonus in writing prior to Campaign launch.
• "Service Order" means the written engagement document or email exchange between authorized representatives of the parties that sets out Campaign-specific scope, fees, Release 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.
• "Consent Laws" means the Telephone Consumer Protection Act, 47 U.S.C. § 227 (and its implementing regulations), the CAN-SPAM Act, and any analogous federal, state, or local consumer protection or telemarketing law.

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 $11.99 per Signed Claimant, unless a different per-Claimant rate is specified in the Service Order, and are subject to the Minimum Campaign Fee in Section 5.2.

5.1 Full Contingency; Fee Earned Upon Threshold

GroupSettle operates on a full-contingency model. GroupSettle's fee for each Campaign is fully earned, non-refundable, and immediately payable upon the Campaign reaching its Release Threshold. No fee is due or owing to GroupSettle if the Release Threshold is not reached, except as expressly provided in Section 5.2 (Minimum Campaign Fee) and Section 14.3 (Campaign Pause).

5.2 Minimum Campaign Fee

Each Campaign accepted by GroupSettle is subject to a minimum fee of $1,199.99 (the "Minimum Campaign Fee"), regardless of claimant count. For Campaigns of approximately one hundred (100) or fewer Signed Claimants, where the standard per-Claimant fee would yield a total below the Minimum Campaign Fee, the Minimum Campaign Fee shall apply in lieu of the per-Claimant rate.

5.3 Best Efforts and Threshold Bonuses

GroupSettle will use commercially reasonable efforts to maximize claimant completion beyond the Release Threshold. The parties may negotiate, in writing prior to Campaign launch (which writing may be an exchange of emails between authorized representatives), one or more Threshold Bonuses tied to specific completion milestones above the Release Threshold (by way of example, a $X bonus payable upon reaching 85% completion where the Release Threshold is 80%). Threshold Bonuses, if any, shall be set forth in the Service Order or in such email exchange and shall be earned and payable on the same basis as the underlying Campaign fee.

5.4 Payment Terms

All amounts due to GroupSettle are payable immediately upon the Campaign reaching the Release Threshold (or, where applicable, achieving a Threshold Bonus milestone). The Client shall designate at the time of Campaign engagement one or more Pre-Approved Payment Methods, which shall be limited to ACH transfer, wire transfer, or credit card. GroupSettle does not extend net-30, net-60, or any other deferred payment terms.

5.5 Suspension for Non-Payment

Failure to remit payment in full from a Pre-Approved Payment Method within five (5) business days following the date GroupSettle notifies the Client that the Release Threshold has been reached shall result in automatic suspension of all then-active and future Campaigns until all outstanding amounts are paid in full. GroupSettle reserves the right to terminate any engagement upon written notice if amounts remain unpaid more than thirty (30) days after the suspension date.

5.6 Right to Decline Engagement

GroupSettle reserves the right, in its sole discretion, to decline to undertake any Campaign for any reason or no reason, including without limitation where, in GroupSettle's reasonable assessment, the proposed Release Threshold is not commercially achievable. By way of illustration, GroupSettle may decline a proposed Campaign with a 99% Release Threshold where completion at that level is not realistically attainable. Acceptance of a Campaign occurs only upon GroupSettle's countersignature of the applicable Service Order or written confirmation in an email exchange between the parties.

5.7 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.

6. Client Responsibilities

The Client is responsible for:

• Providing accurate, complete, and lawfully obtained Claimant Data, including contact information sufficient for outreach;
• 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.

6.1 Consent Compliance

The Client represents, warrants, and covenants that, prior to any messaging activity conducted by GroupSettle on the Client's behalf, the Client has obtained from each Claimant all consents required under the Consent Laws. Such consents shall be sufficient in scope to authorize messaging by the Client's vendors and service providers, including GroupSettle, in connection with the Campaign. GroupSettle is not directly responsible for any complaint, fine, penalty, settlement, or judgment under the Consent Laws arising from the Client's failure to obtain proper consent from any Claimant, including consents that fail to extend to the Client's vendors. The Client's indemnification obligations under Section 13 apply to all such liability.

6.2 Messaging Hours and Time Zones

GroupSettle's general outbound messaging window is 11:00 a.m. to 9:00 p.m. Eastern Time. This window is designed to align with applicable quiet-hours restrictions across the continental United States time zones, including in the Pacific Time Zone where many Claimant locations are not independently verifiable to GroupSettle. The Client is responsible for accurately identifying each Claimant's time zone in any client list provided to GroupSettle, including by populating the designated time zone column. For Claimants located outside the continental United States, the Client shall populate the time zone field with the Claimant's correct local time zone. Where the Client has not populated the time zone field for any Claimant (including any Claimant located outside the continental United States), GroupSettle is authorized, at the Client's sole risk, to apply the default Eastern Time messaging window, and the Client bears all liability for any resulting non-compliance.

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.

To the maximum extent permitted by applicable law, the aggregate liability of GroupSettle arising out of or relating to any individual Campaign, regardless of the form of action or theory of liability (whether in contract, tort, statute, or otherwise), shall not exceed the total fees actually paid by the Client to GroupSettle for that specific Campaign. By way of illustration: if the Client pays GroupSettle $1,000 in connection with a Campaign, GroupSettle's maximum aggregate liability arising from that Campaign shall not exceed $1,000. This Section 12 does not limit 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.

13. Indemnification

The Client will defend, indemnify, and hold GroupSettle harmless from and against any third-party claim, demand, action, complaint, fine, penalty, settlement, or judgment arising out of (a) the Client's breach of these Terms, (b) the Client's failure to obtain all consents required under the Consent Laws (including any deficiency in the form, scope, or assignability of such consents to GroupSettle and its vendors), (c) the Client's outreach instructions where contrary to applicable law, (d) the legal sufficiency or accuracy of release and closing statement language provided by the Client, or (e) inaccurate, missing, or omitted time zone designations in any Claimant list provided to GroupSettle.

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

14.1 Term

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.

14.2 Effect of Termination

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.

14.3 Campaign Pause

In the event that the Client requests, or operational circumstances require, that GroupSettle pause an active Campaign, GroupSettle will accommodate such pause to the extent commercially reasonable. If a Campaign remains paused for more than fourteen (14) consecutive calendar days, the Minimum Campaign Fee shall become immediately earned, due, and payable, notwithstanding any other provision of these Terms. Resumption of a paused Campaign beyond the fourteen-day period may, at GroupSettle's election, require a written restart addendum (which may be evidenced by an exchange of emails) and an additional Minimum Campaign Fee for the resumed Campaign.

15. Governing Law, Venue, and Dispute Resolution

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The exclusive venue for any litigation not subject to arbitration under this Section 15 shall be the state and federal courts located in Hillsborough County, Florida, and the parties hereby submit to the personal jurisdiction of such courts.

The parties will attempt in good faith to resolve any dispute through direct negotiation between senior representatives. If unresolved within thirty (30) days, any controversy, claim, or dispute arising out of or relating to these Terms or any Campaign engagement shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, conducted in Hillsborough County, Florida, by a single arbitrator selected pursuant to such Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The parties shall bear their own attorneys' fees and costs in any such arbitration, except as may be otherwise determined by the arbitrator. To the maximum extent permitted by applicable law, the parties waive any right to trial by jury. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or proprietary rights.

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.

Email as Writing. Where these Terms reference a writing or written agreement between the parties (including without limitation a Service Order, addendum, amendment, or written confirmation of a Release Threshold or Threshold Bonus), an exchange of emails between authorized representatives of the parties shall constitute a writing for such purpose.

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:

Navicore Services, Inc. d/b/a Power Admin Solutions
A Florida corporation
5201 W Kennedy Blvd, Suite 925, Tampa, FL 33609
Phone: (813) 737-7025
Web: massarb.groupsettle.com