1. Introduction and Acceptance of Terms

Welcome to CSIA Enterprise, operated by CSIA LLC (“CSIA,” “we,” “us,” or “our”), an Ohio limited liability company. These Terms of Use (“Terms”) govern your access to and use of our website, services, and business process outsourcing solutions.

By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

Operating Name: CSIA Enterprise
Legal Entity: CSIA LLC
State of Incorporation: Ohio
Business Address: 10 W Broad St, Columbus, OH 43215, USA
Contact Email: contact@csiae.com

2. Definitions

For purposes of these Terms:

• “Services” means all customer service business process outsourcing services, consulting, support, and related offerings provided by CSIA Enterprise.
• “Client” means any individual or entity that engages CSIA Enterprise for Services under a separate service agreement.
• “User” means any individual accessing our website or services.
• “Confidential Information” means any proprietary or confidential information disclosed by either party.
• “Platform” means our website, portals, applications, and technical infrastructure.
• “Agreement” means the master service agreement or statement of work executed between CSIA and Client.

3. Scope of Services

3.1 Business Process Outsourcing Services

CSIA Enterprise provides comprehensive customer service business process outsourcing solutions, which may include but are not limited to:

• Inbound and outbound customer service operations
• Technical support services
• Help desk management
• Customer relationship management
• Order processing and fulfillment support
• Claims processing and administration
• Back-office support services
• Email and chat support management
• Social media customer engagement
• Quality assurance and monitoring
• Data entry and management services
• Multilingual customer support

3.2 Service Delivery

All Services are provided pursuant to separately executed service agreements, statements of work, or master service agreements. These Terms supplement but do not replace any such agreements. In the event of conflict between these Terms and a separately executed agreement, the separately executed agreement shall prevail.

4. Eligibility and Account Registration

4.1 Eligibility Requirements

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our Services. By using our Services, you represent and warrant that you meet these eligibility requirements.

4.2 Account Creation

Certain Services may require you to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities conducted through your account

4.3 Account Termination

We reserve the right to suspend or terminate accounts that violate these Terms, engage in fraudulent activity, or pose security risks to our systems or other users.

5. Client Obligations and Responsibilities

5.1 Cooperation and Communication

Clients agree to:

• Provide timely access to necessary information, systems, and personnel
• Designate appropriate points of contact for service delivery
• Respond promptly to requests for clarification or approval
• Provide clear and documented requirements and specifications
• Participate in regular service reviews and performance evaluations

5.2 Client Data and Materials

Clients are responsible for:

• The accuracy, quality, and legality of all data provided to CSIA
• Obtaining all necessary rights, licenses, and consents for materials provided
• Ensuring compliance with applicable data protection and privacy laws
• Backing up critical data before transmission to CSIA
• Providing data in agreed-upon formats and specifications

5.3 Compliance with Laws

Clients must ensure that their use of our Services complies with all applicable federal, state, local, and international laws and regulations, including but not limited to employment laws, consumer protection laws, telecommunications regulations, and data privacy requirements.

6. Intellectual Property Rights

6.1 CSIA Intellectual Property

All content, features, functionality, and materials available through our Platform, including but not limited to text, graphics, logos, icons, images, audio clips, software, methodologies, processes, and tools, are the exclusive property of CSIA LLC or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Client Intellectual Property

Clients retain all rights, title, and interest in and to their proprietary information, data, trademarks, and materials provided to CSIA. Clients grant CSIA a limited, non-exclusive license to use such materials solely for the purpose of providing Services.

6.3 Work Product

Unless otherwise specified in a separate written agreement:

• Pre-existing intellectual property and methodologies remain the property of their respective owners
• Custom deliverables created specifically for Client may be assigned to Client upon full payment
• Generic tools, templates, and processes developed by CSIA remain CSIA’s property
• Client data and records processed by CSIA remain Client’s property

6.4 Restrictions

Users may not:

• Copy, modify, distribute, sell, or lease any part of our Services or Platform
• Reverse engineer, decompile, or attempt to extract source code from our software
• Remove, alter, or obscure any proprietary notices
• Use our intellectual property without express written permission
• Create derivative works based on our Services or Platform

7. Confidentiality and Data Protection

7.1 Confidential Information

Both parties acknowledge that they may have access to Confidential Information. Each party agrees to:

• Maintain the confidentiality of such information
• Use Confidential Information only for authorized purposes
• Implement reasonable security measures to protect Confidential Information
• Restrict access to Confidential Information to personnel with a legitimate need to know
• Return or destroy Confidential Information upon termination of the relationship

7.2 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully in the receiving party’s possession prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality obligations
• Must be disclosed pursuant to legal requirement or court order

7.3 Data Security

CSIA implements industry-standard security measures to protect Client data, including:

• Physical, administrative, and technical safeguards
• Access controls and authentication mechanisms
• Encryption of data in transit and at rest where appropriate
• Regular security assessments and updates
• Incident response and breach notification procedures
• Employee training on data protection practices

7.4 Data Privacy Compliance

CSIA complies with applicable data protection laws, including but not limited to relevant provisions of state and federal privacy regulations. Our data processing practices are detailed in our Privacy Policy, which is incorporated by reference into these Terms.

7.5 Data Retention and Deletion

CSIA will retain Client data only for as long as necessary to provide Services or as required by law. Upon termination and at Client’s request, CSIA will return or securely delete Client data in accordance with the applicable service agreement and legal requirements.

8. Payment Terms and Fees

8.1 Service Fees

Fees for Services are specified in the applicable service agreement, statement of work, or proposal. Unless otherwise stated, all fees are:

• Quoted in United States Dollars (USD)
• Exclusive of applicable taxes, duties, and government charges
• Subject to the payment terms specified in the service agreement
• Non-refundable except as expressly provided

8.2 Invoicing and Payment

• Invoices will be issued according to the agreed schedule (monthly, quarterly, or as specified)
• Payment is due within thirty (30) days of invoice date unless otherwise agreed
• Payments shall be made via wire transfer, ACH, check, or other agreed method
• Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower

8.3 Taxes

Client is responsible for all sales, use, excise, value-added, and other taxes associated with the Services, excluding taxes based on CSIA’s net income.

8.4 Fee Adjustments

CSIA reserves the right to adjust fees upon thirty (30) days’ written notice for ongoing Services. Fee adjustments for renewed terms will be specified in renewal notices.

8.5 Suspension for Non-Payment

CSIA may suspend Services if payment is more than fifteen (15) days overdue, provided CSIA has given at least five (5) days’ prior written notice of the intent to suspend.

9. Service Level Agreements and Performance

9.1 Service Levels

Specific service level commitments, performance metrics, and quality standards are defined in the applicable service agreement. CSIA will use commercially reasonable efforts to meet agreed-upon service levels.

9.2 Service Credits

If CSIA fails to meet guaranteed service levels, Client may be entitled to service credits as specified in the service agreement. Service credits are Client’s sole and exclusive remedy for service level failures.

9.3 Exclusions

Service level commitments do not apply to performance issues caused by:

• Client’s failure to meet its obligations
• Force majeure events
• Internet connectivity problems outside CSIA’s control
• Third-party services or equipment not provided by CSIA
• Scheduled maintenance performed with appropriate notice

10. Representations and Warranties

10.1 Mutual Warranties

Each party represents and warrants that:

• It has the legal authority to enter into these Terms
• Its performance will not violate any agreement with third parties
• It will comply with all applicable laws and regulations
• It has obtained all necessary approvals and authorizations

10.2 CSIA Warranties

CSIA warrants that:

• Services will be performed in a professional and workmanlike manner
• Services will materially conform to specifications in the service agreement
• CSIA personnel assigned to Client projects will have appropriate qualifications
• CSIA will maintain appropriate business licenses and insurance

10.3 Client Warranties

Client warrants that:

• All data and materials provided to CSIA are accurate and lawful
• Client has all necessary rights to the materials provided
• Client’s use of Services will not violate third-party rights
• Client has obtained all required consents for data processing activities

10.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SERVICE AGREEMENT, SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CSIA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

CSIA does not warrant that Services will be uninterrupted, error-free, or completely secure, or that defects will be corrected.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS, INTELLECTUAL PROPERTY INFRINGEMENT, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO CSIA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Exceptions

The limitations in this Section do not apply to:

• Either party’s indemnification obligations
• Client’s payment obligations
• Violations of applicable law that cannot be limited by contract
• Damages caused by fraud or willful misconduct

11.4 Essential Basis of Bargain

The parties acknowledge that the limitations of liability are an essential element of the bargain between the parties and that CSIA would not provide Services without these limitations.

12. Indemnification

12.1 Client Indemnification

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

• Client’s breach of these Terms or any service agreement
• Client’s use of Services in violation of applicable law
• Infringement of third-party intellectual property rights by Client-provided materials
• Claims by Client’s customers or end users
• Client’s violation of any third-party rights

12.2 CSIA Indemnification

CSIA agrees to indemnify, defend, and hold harmless Client from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• CSIA’s breach of these Terms or any service agreement
• Infringement of third-party intellectual property rights by CSIA’s Services (excluding Client-provided materials)
• CSIA’s gross negligence or willful misconduct
• Violation of applicable law by CSIA in providing Services

12.3 Indemnification Procedures

The indemnified party must:

• Promptly notify the indemnifying party of any claim
• Provide reasonable cooperation in the defense
• Allow the indemnifying party to control the defense and settlement

The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

13. Term and Termination

13.1 Term

These Terms remain in effect for as long as you access or use our Services. Service agreements have terms as specified in the applicable agreement.

13.2 Termination for Convenience

Either party may terminate a service agreement upon the notice period specified in such agreement (typically thirty to ninety days’ written notice).

13.3 Termination for Cause

Either party may terminate immediately upon written notice if:

• The other party materially breaches these Terms or a service agreement and fails to cure within thirty (30) days of written notice
• The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
• The other party ceases business operations

13.4 Immediate Suspension

CSIA may immediately suspend Services without liability if:

• Continued provision would violate applicable law
• Client’s use poses a security risk to CSIA’s systems or other clients
• Client fails to pay undisputed amounts when due

13.5 Effects of Termination

Upon termination:

• Client must pay all fees for Services provided through the termination date
• CSIA will cease providing Services
• Each party will return or destroy Confidential Information as directed
• CSIA will provide Client data in an agreed format, subject to payment of applicable fees
• Rights and obligations that by their nature should survive will continue

13.6 Surviving Provisions

The following provisions survive termination: Sections 6 (Intellectual Property), 7 (Confidentiality), 8 (Payment Terms for services rendered), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution), and any other provisions that by their nature should survive.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiations. Either party may initiate negotiations by providing written notice describing the dispute.

14.2 Mediation

If negotiations fail to resolve the dispute within thirty (30) days, the parties agree to participate in non-binding mediation before a mutually agreed mediator. The costs of mediation shall be shared equally.

14.3 Governing Law

These Terms and any disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.

14.4 Jurisdiction and Venue

Subject to the arbitration provisions below, any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Franklin County, Ohio. Each party irrevocably consents to the jurisdiction and venue of such courts.

14.5 Arbitration

For disputes exceeding $100,000, the parties agree to resolve such disputes through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Columbus, Ohio, before a single arbitrator. The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

14.6 Exceptions to Arbitration

Notwithstanding the arbitration provision, either party may seek injunctive or equitable relief in court to protect intellectual property rights or Confidential Information.

14.7 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

15. Compliance and Regulatory Matters

15.1 Regulatory Compliance

CSIA maintains compliance programs designed to ensure adherence to applicable laws and regulations, including:

• Fair Labor Standards Act (FLSA)
• Telephone Consumer Protection Act (TCPA)
• CAN-SPAM Act
• Federal Trade Commission (FTC) regulations
• State and federal data protection requirements
• Industry-specific regulations applicable to Client’s business

15.2 Business Licenses and Insurance

CSIA maintains appropriate business licenses for operations in Ohio and other jurisdictions as required. CSIA carries commercially reasonable insurance coverage, including general liability, professional liability, and cyber liability insurance.

15.3 Background Checks and Security Clearances

CSIA conducts appropriate background checks on personnel who will have access to Client systems or confidential information, subject to applicable law. Enhanced screening requirements are available upon request and may be subject to additional fees.

15.4 Audit Rights

Upon reasonable notice and during normal business hours, Client or its designated auditor may audit CSIA’s compliance with security, privacy, and contractual obligations, subject to:

• Frequency limitations (typically annually unless triggered by a security incident)
• Confidentiality obligations on auditors
• Reimbursement of CSIA’s reasonable costs for audits exceeding one per year
• Advance notice of at least fifteen (15) business days

16. Force Majeure

Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, or severe weather
• War, terrorism, riots, or civil unrest
• Government actions, embargoes, or sanctions
• Pandemics, epidemics, or public health emergencies
• Strikes or labor disputes not involving the party’s own employees
• Telecommunications or internet failures
• Cyberattacks or malicious software not resulting from party’s negligence

The affected party must promptly notify the other party and use reasonable efforts to mitigate the effects of the force majeure event. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected services upon written notice.

17. Independent Contractor Relationship

CSIA is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in these Terms creates an employment relationship, partnership, or agency relationship between the parties. Neither party has authority to bind the other or make commitments on the other’s behalf.

18. Use of Client Name and Testimonials

18.1 Marketing References

CSIA may identify Client as a customer and use Client’s name and logo in CSIA’s marketing materials, client lists, and presentations, unless Client provides written notice opting out of such use.

18.2 Case Studies and Testimonials

CSIA may request permission to develop case studies or use Client testimonials. Such use requires Client’s prior written approval of the specific content. Client may revoke permission upon written notice, and CSIA will cease use within a reasonable timeframe.

18.3 Confidentiality Override

Marketing use is subject to confidentiality obligations and will not disclose Confidential Information without Client’s express written consent.

19. Subcontracting and Assignment

19.1 Subcontractors

CSIA may use subcontractors and third-party service providers to fulfill its obligations, provided that:

• CSIA remains fully responsible for subcontractor performance
• Subcontractors are bound by confidentiality and security obligations substantially similar to those in these Terms
• CSIA provides notice of subcontractor use for sensitive operations if required by the service agreement

19.2 Assignment

Neither party may assign these Terms or any service agreement without the other party’s prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets. Any attempted assignment in violation of this provision is void.

20. Notices

20.1 Method of Notice

All notices required or permitted under these Terms must be in writing and delivered by:

• Email to the designated contact addresses
• Certified or registered mail, return receipt requested
• Nationally recognized overnight courier service
• Personal delivery

20.2 Contact Information

Notices to CSIA shall be sent to:

CSIA LLC
10 W Broad St
Columbus, OH 43215
USA
Email: contact@csiae.com
Attention: Legal Department

Notices to Client shall be sent to the address and contact information provided in the applicable service agreement or account registration.

20.3 Effective Date of Notice

Notices are effective upon receipt or, if delivery is refused or cannot be completed, upon the date delivery is first attempted.

21. General Provisions

21.1 Entire Agreement

These Terms, together with any applicable service agreement, Privacy Policy, and other referenced documents, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, understandings, or representations.

21.2 Amendments

CSIA may update these Terms from time to time. We will provide notice of material changes by posting the updated Terms on our website with a new “Last Updated” date or by sending notice to your registered email address. Continued use of Services after changes become effective constitutes acceptance of the updated Terms.

For service agreements, amendments require written agreement signed by both parties unless the agreement provides otherwise.

21.3 Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. A party’s failure to enforce any right or provision shall not constitute a waiver of such right or provision.

21.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the intended economic effect.

21.5 Counterparts and Electronic Signatures

Service agreements may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall have the same legal effect as original signatures.

21.6 Interpretation

Headings are for convenience only and shall not affect interpretation. Unless the context requires otherwise, words in the singular include the plural and vice versa. “Including” means “including but not limited to.”

21.7 Language

These Terms are drafted in English, which shall be the controlling language in all respects. Any translations are provided for convenience only.

21.8 Export Compliance

Client agrees to comply with all applicable export control laws and regulations. Client shall not export, re-export, or transfer any CSIA technology or materials to prohibited countries or persons.

21.9 Government Contracts

If Client is a government entity or Services are provided in connection with a government contract, additional terms and conditions may apply as specified in the applicable service agreement.

21.10 Third-Party Beneficiaries

These Terms are intended solely for the benefit of the parties and their permitted successors and assigns. No third party has any right to enforce any provision of these Terms.

22. Website Use and Acceptable Use Policy

22.1 Permitted Use

You may access and use our website and Platform for lawful business purposes in accordance with these Terms. You agree not to use our Platform to:

• Violate any applicable law or regulation
• Infringe intellectual property rights
• Transmit malicious code, viruses, or harmful software
• Attempt unauthorized access to systems or networks
• Interfere with or disrupt the integrity or performance of the Platform
• Harvest or collect information about users without consent
• Impersonate any person or entity
• Engage in fraudulent or deceptive practices

22.2 Content Submission

If you submit any content to our Platform (comments, feedback, suggestions), you grant CSIA a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display such content for business purposes.

22.3 Monitoring and Enforcement

CSIA reserves the right to monitor use of the Platform and investigate suspected violations of these Terms. CSIA may remove content, suspend accounts, or report violations to law enforcement as appropriate.

23. Privacy and Cookies

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, available on our website. By using our Services, you consent to our data practices as described in the Privacy Policy.

Our website uses cookies and similar technologies. You can control cookie settings through your browser, though disabling cookies may limit functionality.

24. Accessibility

CSIA is committed to making our website and Services accessible to individuals with disabilities. If you encounter accessibility barriers, please contact us at contact@csiae.com so we can work to provide the information or service through an alternative method.

25. Contact Information and Questions

If you have questions about these Terms or our Services, please contact us:

CSIA Enterprise
CSIA LLC
10 W Broad St
Columbus, OH 43215
USA

Email: contact@csiae.com

For legal inquiries or notices, please mark correspondence “Attention: Legal Department.”

26. Acknowledgment

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE OUR SERVICES.