Client Service Agreement

1. Parties and acceptance

This Client Service Agreement (the "Agreement") is between PoleProof LLC ("PoleProof," "we," "us") and the individual or entity that creates an account or otherwise accepts this Agreement ("Client," "you"). By creating an account, clicking to accept, or using the services, you agree to this Agreement. If you accept on behalf of an entity, you represent that you are authorized to bind it. This Agreement incorporates the Terms of Service and Privacy Policy. If a specific written order or plan selection (an "Order") conflicts with this Agreement on price or scope, the Order controls for that subject. "PoleProof Parties" means PoleProof and its owners, members, managers, officers, directors, employees, contractors, agents, affiliates, licensors, and their successors and assigns. The Terms of Service and Privacy Policy incorporated into this Agreement are those in effect on the date you accept it, identified by the version each states. A later version of either does not apply to your Order unless you accept it or continue to use the services for 30 days after we give you written notice of the change.

2. The services

PoleProof provides automated auditing of make-ready and pole attachment estimates and invoices you submit, comparing them against your attachment agreement, applicable FCC Part 1 Subpart J and other applicable rules, and a regional benchmark, and delivering a Findings Report to you. The Findings Report sets out, for each charge we question, what was invoiced, what your agreement or the governing rule allows, the difference, and the authority the finding rests on. It is addressed to you and it is yours to use. We do not prepare correspondence to a pole owner for you; Section 5 says why. Depending on what you select, the services include the free single-document check, a Single Audit, or Project Monitoring.

2.1 Changes to scope. The services described in this Section, as selected in your Order, are the agreed statement of work for your engagement. Either of us may propose a change to it by written notice, which may be email, stating what would change and any effect on fees, timing, or the documents we audit. A change takes effect only when both of us have agreed to it in writing, which includes your clicking to accept a revised Order. Until then the existing Order governs, and we do not charge for work outside it.

3. Fees, definitions, and payment

Free check is free: one estimate or invoice, no charge, no account required.

Single Audit is billed only on Actual Savings for the engagement, with nothing upfront. The rate is banded and applies the way tax brackets do rather than as a cliff, so there is no point at which finding one more dollar of savings costs you money: 20% on the first $25,000 of Actual Savings, 15% on the portion from $25,001 to $100,000, 12% on the portion from $100,001 to $250,000, and 10% on any portion above $250,000.

Project Monitoring is a monthly fee for your selected plan, plus half of each band above: 10%, 7.5%, 6%, and 5% of Actual Savings on that project, applied at the same breakpoints. Plans are selected by the number of poles you submit for make-ready on the monitored project, not by poles you own or otherwise have under management: Project, up to 500 poles, $395 per month; Build, 501 to 2,000 poles, $795 per month; Program, 2,001 to 5,000 poles, $1,195 per month. Where you submit more than 5,000 poles to a single pole owner on one project, the Program plan applies plus $0.06 per month for each pole submitted above 5,000. Your first month's Project Monitoring fee is credited against the first fee we earn on a Recovered Amount or Avoided Amount for that project. If that first fee is smaller than the credit, the unused balance carries to the next fee we earn on the same project, and to each fee after that, until the credit is used up. The credit is given once per project and is not reduced by the passage of time.

One project per pole owner, and how the poles are counted. Make-ready is submitted to each pole owner separately, so a build involving more than one pole owner is enrolled as more than one project, and each project takes the plan its own count earns. "Pole owner" means the entity that issues the make-ready estimate or invoice for the poles in question. "Poles submitted" means the distinct poles identified in the make-ready applications you have submitted to that pole owner for that project, counted once each however many times a pole is resubmitted, revised or re-estimated. We count them on the last day of each billing month and bill that month on the count as of that date. The count does not decrease during the term, because monitoring of a pole does not end when its estimate is approved: its invoice and its true-up arrive later and are audited then. If your count crosses into a higher plan, that plan applies from the next billing month, and the plan does not step back down. Fees are computed to the cent, and if your Order states a different plan, count or rate, the Order controls.

How and when you pay. Fees other than a contingency fee are billed in advance. Your first Project Monitoring fee is billed when you enroll a project and each later month's fee is billed on the first business day of that billing month. A Fixed Fee, a not-to-exceed fixed fee and a pole inventory reconstruction fee are billed when they are earned under this Section. Every fee under this paragraph is due on receipt of our invoice. A contingency fee is billed and due as set out below.

Payment method. You authorize us to store a payment method with our payment processor and to charge it for any amount due under this Agreement on the date it becomes due, and you will keep a valid payment method on file for as long as any fee may become due. We will send you an invoice or receipt for every charge, showing what it is for and how it was calculated. If a charge is declined we will tell you and you will provide a valid method within 10 days. Nothing in this paragraph authorizes us to charge an amount you have disputed in good faith within the period stated below.

Not-to-exceed fixed fee. In place of the percentages above, we offer a fixed, not-to-exceed fee with no success component, priced from the same scope as Project Monitoring. We offer this by default to public agencies and cooperatives, and it is available to any client on request.

Pole inventory reconstruction. Where the pole owner cannot or will not produce the billing detail an audit needs, we can reconstruct the inventory of poles and attachments from the records you hold and from the documents the pole owner has itself issued. This is a separate fixed fee, priced from the same scope as Project Monitoring: the plan band the project's submitted pole count earns under this Section, charged once rather than monthly. It is earned on delivery of the reconstructed inventory and is payable whether or not any amount is later recovered, avoided, credited or corrected. If we go on to earn a fee on a Recovered Amount or Avoided Amount for that project, the reconstruction fee is credited in full against the first such fee, and any unused balance carries to the next fee we earn on the same project, and to each fee after that, until the credit is used up. The credit is given once per project and is not reduced by the passage of time. Where the project is in a Fee-Restricted Jurisdiction, the reconstruction fee is credited in the same way against the Fixed Fee for that project. Where a first month Project Monitoring credit also applies, the two credits are applied together and neither reduces the other.

Restricted Jurisdictions. Some states restrict or prohibit a fee measured by another party's recovery when the person charging it is not a licensed attorney. The states we treat as Restricted Jurisdictions, and how we treat each one, are set out in the Jurisdiction Schedule in Section 12 of this Agreement. The Schedule as it appears in the version of this Agreement you accepted applies to your Order for its whole term.

A project is in a Restricted Jurisdiction if the poles that are the subject of the Audited Items are located in that state, or if the attachment, joint use, or license agreement governing them is governed by that state's law. Where a project touches more than one state, or where the governing law is not established at the time of your Order, the more restrictive treatment applies to the whole project.

What changes for a project in a Fee-Restricted Jurisdiction. The following do not apply to that project and are of no force as to it: the banded Single Audit rates; the "plus half of each band" success component of Project Monitoring; the definitions of Recovered Amount, Avoided Amount and Actual Savings insofar as they measure a fee; "When a fee is earned, and when it is payable"; "The fee follows the finding, for 18 months"; "Telling us when a recovery lands"; and "Checking the calculation."

What applies instead. The fee for that project is the Fixed Fee stated in your Order. The Fixed Fee is earned on delivery of the Findings Report and is payable whether or not any amount is recovered, avoided, credited or corrected, and whether or not you pursue any finding. It is not increased, reduced, or otherwise adjusted by reference to any amount a pole owner returns, credits, waives or corrects. A monthly Project Monitoring fee is not a contingent fee and continues to apply unchanged.

No interest in your claim. PoleProof takes no assignment of, acquires no lien or security interest in, and holds no legal or equitable interest in any claim, cause of action, credit, refund or recovery of yours. We advance no costs and provide no funding of any kind. Our fee is consideration for the audit work product we deliver to you, and where it is measured by reference to an amount, that amount is established by a document the pole owner itself issued.

Project cap. The total success fee we may charge on any single build project, whether earned under Single Audit or Project Monitoring, is capped at the amount stated in your Order. The cap applies at the project level, not per finding, so it creates no incentive to split analysis into many small findings.

Fee above the cap is not charged, and it is not deferred. Where a fee we have earned would take the total success fee charged on a project above the amount stated in your Order, we do not charge it. It is not carried forward to a later period, it does not become payable if you pay other invoices, and it does not revive if you recover more on that project afterwards. Once the cap is reached, further findings on that project cost you nothing.

How that differs from a fee that carries forward. Two provisions of this Section can stop us charging you a fee in the period we earn it, and they have opposite consequences, so it is worth being plain about which is which. Under the Avoided Amount definition above, a fee can exceed the cash you have actually received in a period; that excess is deferred, and you still owe it when the money reaches you. Under this project cap, a fee is never charged at all, because the cap limits the total we may charge rather than the timing of it. If you want to know which applies to a given amount, the test is whether the project has reached the Order cap: below the cap, an unbilled fee is waiting; at the cap, it is gone.

• Recovered Amount means an amount the pole owner returns, credits, offsets against a future invoice, or writes off, in connection with a PoleProof finding, evidenced by the pole owner's own credit note, revised invoice, refund, or written confirmation. A credit counts at its face value whether or not you have yet applied it. Recovered Amount excludes any amount a pole owner applies against an obligation of yours unrelated to the Audited Item, unless you notify us in writing that you elect to treat it as recovered.
• Avoided Amount means a charge that appears in an estimate, draft invoice, or preliminary bill issued by the pole owner, and that is absent from, or reduced in, the revised or final document the pole owner issues after you submit the related PoleProof finding. The Avoided Amount is the difference between the two documents, limited to the line items the finding addressed. Where a PoleProof finding identifies an error in a recurring rate rather than in a one-time charge, and the pole owner issues a document correcting that rate, the Avoided Amount is the reduction applied to thirty-six months of billing at the corrected rate, and no more. A fee earned on that Avoided Amount is payable first out of any Recovered Amount on the same Audited Item, and in any period the total fee payable on that Audited Item will not exceed the cash and applied credits you have actually received on it in that period. Any excess carries forward without interest, and is extinguished if the pole owner ceases to bill the corrected rate. Where the pole owner never issues a revised or final document reflecting the finding, nothing is avoided and no Avoided Amount exists, whether the underlying dispute settled quietly or you paid the original amount under protest.
• Audited Item means a specific charge, line item, estimate, or recurring rate that PoleProof identified in a finding delivered to you.
• Actual Savings means the Recovered Amount and the Avoided Amount together.

When a fee is earned, and when it is payable. A contingency fee is earned on the earliest of: (a) the pole owner's written confirmation of a refund, credit, waiver, or corrected amount; (b) your payment of a corrected amount; or (c) your written settlement of a dispute over an Audited Item. A fee is payable on the earlier of the date you receive the cash or apply the credit, and ninety days after the fee is earned. The ninety-day limb does not apply to a fee on an Avoided Amount measured over a corrected recurring rate, which is payable only as the cap in the Avoided Amount definition allows. We will invoice you with a statement showing each Audited Item, the amount recovered or avoided, and the calculation. Payment is due within 15 days of our invoice. If you choose not to pursue a finding, you owe nothing on it, subject only to the 18-month provision below.

Findings we withdraw are not billable, and stay that way. If we withdraw a finding after a pole owner disputes it, that finding earns no fee, and the withdrawal is logged. Withdrawing a finding permanently removes the charge it addressed from anything billable under this Agreement, including under the 18-month provision below: a finding we have conceded was wrong should never generate a fee, regardless of how the pole owner later resolves that charge on its own.

The fee follows the finding, for 18 months. A contingency fee is earned on any Recovered Amount or Avoided Amount you obtain on an Audited Item we did not withdraw, within 18 months after we deliver the related finding, whether you obtain it through us, on your own, or through another party, and whether or not this Agreement is still in effect at the time. The fee attaches to the finding we delivered rather than to the period in which the pole owner happens to respond. Pole owners routinely take many months to issue a credit, and a fee right that ended with the engagement would pay us for prompt pole owners and not for slow ones. This provision also prevents circumvention, and nothing in it applies to a finding we have withdrawn. The eighteen months are measured to the date the pole owner issues the document, not to the period over which an Avoided Amount is then measured: once that document issues inside the eighteen months, the full Avoided Amount is earned, including where it is measured over thirty-six months of billing at a corrected recurring rate.

Telling us when a recovery lands. Within 10 business days of receiving a credit note, refund, revised or final invoice, corrected estimate, waiver, or written confirmation from a pole owner that relates to an Audited Item, you will notify us in writing and provide a copy of that document. This notice is the only way we learn that a finding produced a result, and we cannot invoice what we are not told about.

Checking the calculation. On reasonable written notice, and no more than twice in any 12-month period, you will provide copies of the pole owner documents relating to a specific Audited Item we identify. This is limited to documents concerning items that appear in a PoleProof finding. It is not a right to review your books, your other engagements, or any document unrelated to an Audited Item.

Fees are exclusive of taxes. You must raise any good-faith fee dispute within 30 days of the invoice, or the invoice is final. Earned fees are non-refundable except as required by law.

Late payment and default. Past-due amounts accrue interest from the due date at 1.5% per month or the maximum allowed by law. If an undisputed invoice is still unpaid 10 days after we give you written notice of non-payment, you are in default. On default we may suspend services, and we may recover the amount owed together with interest and our reasonable costs of collection, including reasonable attorneys' fees. In any other dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

If your funding is subject to appropriation. If you are a state, municipal, or other governmental entity, or a cooperative whose governing documents or applicable law limit your authority, the interest, default, and fee recovery provisions of this Section apply only to the extent permitted by law and only to funds lawfully appropriated and available. Nothing in this Section is a waiver of any immunity you hold.

4. Term, cancellation, and what survives

Project Monitoring is engaged per build project. The initial term is 12 months, beginning when you enroll a project.

This Agreement does not renew automatically for any further fixed term. At the end of the initial term it continues month to month, and either party may end it at any time on 30 days written notice, effective at the end of the billing month in which that notice period expires. You may instead elect a month-to-month term from the outset on your Order, cancelable on the same basis. Cancellation may be given in writing to us or from your account.

Either party may terminate for material breach not cured within 15 days of written notice.

If your funding is subject to appropriation. If you are a state, municipal, or other governmental entity, or a cooperative whose funding is subject to appropriation, and funds are not appropriated for a subsequent period, you may terminate at the end of the last period for which funds were appropriated, on written notice, without penalty and with no obligation other than fees already earned under Section 3.

What survives. Expiry, termination, or cancellation does not affect any fee already earned under Section 3, and does not affect our fee on an Audited Item within the 18-month period stated in Section 3, whether or not this Agreement is then in effect. Your obligations under Section 3 to notify us of a recovery and to provide the related pole owner documents survive on the same basis and for the same period.

5. How we work, and what we do not do

We make four standing commitments about what we do not do, in addition to the protections elsewhere in this Agreement. We do not contact pole owners; all correspondence with a pole owner originates from you. We do not access any pole owner billing portal or system, including with credentials you provide us. We do not render engineering opinions, and we do not evaluate whether an engineering determination was correct. We do not represent you before the FCC or any state commission; our findings are analysis, not legal advice or advocacy.

No agency, no negotiation. PoleProof is not your agent and has no authority to act for, bind, or represent you. PoleProof will not negotiate, compromise, settle, or demand payment of any claim of yours, and will not prepare, sign, file, or present any submission to any court, commission, agency, or pole owner in your name. Our engagement is limited to reviewing the documents you supply and delivering the Findings Report to you.

You are the party of record. You transmit every communication to a pole owner in your own name and on your own decision. You will not hold PoleProof out to any person as authorized to speak for you, to negotiate any charge, or to resolve any dispute with a pole owner, and will not direct a pole owner to communicate with PoleProof about your account, your invoices, or any Audited Item. If a pole owner contacts us about you, we will tell it to contact you and will say nothing else.

6. Intellectual property

As between the parties, the PoleProof Parties exclusively own all right, title, and interest in the platform, software, audit rule engine, scoring and cost-allocation logic, the regional benchmark dataset and all data and models derived from it, methodologies, the overall business model, and the PoleProof marks. We grant you a limited, revocable, non-exclusive, non-transferable license to use the services and findings for your own internal business use. You will not reverse engineer the services or use the services, findings, or benchmark to build, train, or benchmark any competing product, dataset, or model. Feedback is assigned to PoleProof.

7. Independent operation and non-affiliation

PoleProof LLC is independently owned and operated and operates separately from every Related Company. PoleProof is not a subsidiary, affiliate, division, agent, or partner of any Related Company, does not act on behalf of or with the endorsement of any Related Company, and does not perform telecom engineering, construction, or make-ready field work. The services and their methods were developed independently, without use of any confidential information, trade secret, system, work product, or client relationship of any Related Company. "Related Company" means any current or former employer of any owner of PoleProof, and any parent, subsidiary, or affiliate of such an employer.

8. Disclaimers and limitation of liability

The services and all findings are provided as is and as available, without warranties of any kind. PoleProof does not guarantee that any overcharge will be found, that any amount will be recovered or avoided, or that any pole owner will accept any finding.

Our findings depend on what you give us. Every finding is based on the documents and information you submit and on our understanding of them. We do not independently verify that a document is complete, current, authentic, or the operative version, and we do not inspect field conditions. If a document is missing, superseded, or incomplete, a finding may be narrower or different than it would otherwise be. You are responsible for the accuracy and completeness of what you submit.

To the fullest extent permitted by law, the PoleProof Parties will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, savings, data, or goodwill. The limitation of liability in Terms of Service Section 15 applies to this Agreement and is incorporated here by reference rather than restated, so a single cap governs both documents.

9. Indemnification

9.1 By you. You will defend and indemnify the PoleProof Parties against any third party claim arising out of: (a) documents or data you submitted, including any claim by a pole owner or other third party that your disclosure of a document to PoleProof breached an agreement or duty owed by you; (b) your breach of Section 11 (Your representations); or (c) your violation of law. Your obligation under this Section is capped at the greater of the total fees you have paid and owe to PoleProof under this Agreement and the Terms of Service as of the date the claim is made, and fifty thousand US dollars.

9.2 By PoleProof. PoleProof will defend and indemnify you against any third party claim that the Service or a finding, as delivered by PoleProof and used as permitted, infringes that third party's intellectual property rights. PoleProof's obligation under this Section is capped on the same basis as in Section 9.1.

9.3 Procedure. The indemnified party will give prompt notice, the indemnifying party will control the defense with counsel of its choice, and the indemnified party may participate at its own expense. Neither party will settle a claim in a way that imposes any payment, obligation, or admission of fault on the other without that party's prior written consent.

9.4 Public entity counterparties. If you are a state, municipal, or other governmental entity, or a cooperative whose governing documents or applicable law limit your authority to indemnify, Section 9.1 applies only to the extent permitted by law, and your obligations under it are limited to funds lawfully appropriated and available. Nothing in this Agreement is a waiver of any immunity you hold.

10. Dispute resolution

Any dispute is subject to the informal resolution, binding arbitration, class action waiver, and jury trial waiver set out in the Terms of Service, incorporated here by reference. This Agreement is governed by the laws of the State of Maryland. Any claim must be brought within one year after it arises. The PoleProof Parties are intended third-party beneficiaries of the protective provisions of this Agreement. Questions: legal@getpoleproof.com.

Severability and substituted fee. If any provision of this Agreement is held unenforceable, it is severed and the remainder continues in force. If a provision setting a fee measured by a Recovered Amount or Avoided Amount is held unenforceable, void, or contrary to public policy as to a project, then to the fullest extent permitted by law that provision is severed and replaced, for that project, by the substituted fee determined under the next paragraph, and the remainder of this Agreement continues in force.

How the substituted fee is determined, in every state. Where the Jurisdiction Schedule in Section 12 states a Fixed Fee for the state the project is in, that Fixed Fee is the substituted fee. Where it does not, including where that state does not appear in the Schedule at all, the substituted fee is the monthly amount your submitted pole count would earn under Project Monitoring on that project, charged once. That is the same construction the Schedule uses where it does state a Fixed Fee, and it takes its figures from the plan and pole count provisions of Section 3, which continue above the top plan and set no upper limit, so a substituted fee exists at every project size and in every state. It is earned on delivery of the Findings Report and is payable whether or not any amount is recovered, avoided, credited or corrected. Your Order controls if it states a different amount. This paragraph operates only where a provision has been severed under the paragraph above. It does not make a fixed fee apply to any project otherwise, and it does not change the fee treatment the Schedule states for any state.

11. Your representations

You represent that you own or have all rights necessary to submit the documents, data, and information you provide to PoleProof under this Agreement ("Your Content"), that submitting Your Content will not breach any contract or law, and that it does not infringe any third party's rights. You are responsible for keeping your own copies of Your Content.

Your attachment agreement and pole owner confidentiality. You acknowledge that your pole attachment, joint use, or license agreement may contain confidentiality obligations owed to the pole owner. You represent that your disclosure of each document you submit to PoleProof is permitted under those obligations, or that you have obtained any consent required, or that you have redacted what you are not permitted to disclose. PoleProof will treat every document you submit as confidential, as described in Terms of Service Section 12, and will not disclose your raw documents to any pole owner. You are responsible for the decision to disclose each document, and Section 9.1(a) governs any claim a pole owner brings arising from that disclosure. If you are unsure whether a document may be shared, redact it or ask us before uploading; a redacted document usually supports a narrower finding rather than no finding.

12. Jurisdiction Schedule

This Schedule sets out the states we treat as Restricted Jurisdictions under Section 3, and how we treat each one. A state that does not appear in this Schedule is unrestricted under this Agreement. That is a statement about the states we have reviewed, not a legal conclusion about any state we have not.

• Illinois. Fee treatment: Fee-Restricted. No contingent fee applies. The Fixed Fee is the monthly amount your submitted pole count would earn under Project Monitoring, charged once: $395 up to 500 poles, $795 for 501 to 2,000, $1,195 for 2,001 to 5,000, and above 5,000 poles $1,195 plus $0.06 for each pole submitted above 5,000. It is earned on delivery of the Findings Report and is payable whether or not any amount is recovered, avoided, credited or corrected. Your Order controls if it states a different amount. A monthly Project Monitoring fee is not a contingent fee and is unaffected. Conduct restriction: Standard, as set out in Section 5. Output restriction: None beyond the standard.
• Indiana. Fee treatment: Contingent fee permitted. Conduct restriction: Heightened. In addition to Section 5, PoleProof will not appear in, prepare, or present anything to the Indiana Utility Regulatory Commission or any other forum, and will not participate in any negotiation with a pole owner. Our engagement is to review the documents you supply and report to you. Output restriction: None beyond the standard.
• Louisiana. Fee treatment: Contingent fee permitted. Conduct restriction: Standard, and no derivative of "engineer" or "engineering" appears in our name, service descriptions, personnel titles, or Louisiana marketing. Output restriction: Restricted. Our output is limited to whether a charge conforms to your attachment agreement, to the Commission-approved rate or filed tariff, and to the pole owner's own unit cost schedule and documented actual cost. We decline any Louisiana engagement in which pricing a line item requires reading or interpreting a loading analysis, pole class data, or a clearance calculation.

Illinois deliverable legend. Every Illinois deliverable carries: "This is a billing and contract conformity review. It compares the charges in the documents you supplied against your attachment agreement, the applicable rate or tariff, and the governing rule, and it reports the difference to you. It states no conclusion about any person's legal rights, obligations or remedies, it does not advise you what to do about any charge, and it is not legal advice. PoleProof is not a law firm. Decisions about how to pursue a charge, and any advice about them, are for you and your own counsel."

Louisiana deliverable legend. Every Louisiana deliverable carries: "This is a billing and contract conformity review. It is not an engineering evaluation. It does not apply engineering principles, it does not interpret engineering data, and it states no conclusion on whether any pole required replacement, on any loading analysis, or on any clearance determination."