Terms governing the placement and fulfillment of service requests with CNY Process Solutions LLC.
Last Updated: December 28, 2025Last Updated: December 28, 2025
This Master Service Agreement ("Agreement") is entered into by and between CNY Process Solutions LLC, a New York limited liability company ("Provider," "we," "us," or "our"), and the customer requesting Services ("Client," "you," or "your"). This Agreement is effective as of the earlier of (a) your acceptance of this Agreement, (b) your submission of an Order (defined below), or (c) our commencement of Services after accepting an Order (the "Effective Date").
1.1 Master Terms. This Agreement sets forth the terms under which Provider performs professional legal-support and operational services requested by Client (the "Services").
1.2 No Statements of Work. The parties agree Services are ordered and performed without statements of work or scope-of-work documents for routine work. Services are performed based on each Order and this Agreement.
1.3 Orders / Service Requests. You may request Services by placing an order through our website/portal, emailing your request, mailing your request, and/or any other method we make available in writing. Each request is an "Order" (or "Service Request"), whether or not it uses a standardized form.
1.4 Order Not Accepted Until Written Confirmation. You should not consider an Order accepted unless and until you receive written confirmation from us that we have accepted it. Automated acknowledgments, system receipts, or submission confirmations (including invoices generated by a system) do not constitute acceptance unless we expressly state in writing that the Order is accepted. We may accept or decline any Order in our discretion.
1.5 Order Details. Orders typically include service type, jurisdiction, names/identifiers, addresses, documents, deadlines, instructions, and requested deliverables.
1.6 Order of Precedence / Controlling Terms. This Agreement controls the relationship between you and Provider for Services. Any representations, examples, service descriptions, timelines, statistics, case studies, or other statements made on our website or marketing materials are illustrative only, do not constitute guarantees, and do not override this Agreement. The terms of this Agreement are controlling at all times unless a different arrangement is set forth in a written agreement signed by both parties. If there is a conflict: (1) a signed agreement between the parties that expressly overrides this Agreement, (2) any written terms on a specific written acceptance/invoice that expressly override this Agreement (for that Order only), then (3) this Agreement.
3.1 Industry Standards. We will perform Services in a professional manner consistent with generally accepted industry standards applicable to the service type and locale, subject to the information and cooperation you provide.
3.2 No Guaranteed Outcome. Unless expressly stated in writing, we do not guarantee results or outcomes, including successful service, filing acceptance, record availability, successful location of a person or address, or acceptance of filings by any court or agency. Outcomes may depend on Third Parties, legal requirements, timing, access restrictions, and the accuracy/completeness of Client Materials.
3.3 Deadlines. You are solely responsible for identifying and communicating deadlines (statutes of limitation, hearing dates, court deadlines, contractual deadlines, etc.) and for placing Orders with sufficient lead time. We are not responsible for missed deadlines caused by late Orders, incomplete/inaccurate Client Materials, changes in instructions, Third Party delays, closures, or events outside our control, including without limitation weather (including snow and other winter weather events).
3.4 Suspension/Refusal Impact on Deadlines. If we suspend, pause, or refuse Services for nonpayment, chargeback, safety concerns, unlawful instructions, or other permitted reasons under this Agreement, Client assumes all risk of any resulting consequences (including missed deadlines, defaults, adverse rulings, and other adverse actions). Provider will not be liable for such consequences, and all fees, Hard Costs, and charges remain due as provided herein.
3.5 Order Priority; Expedited Handling. Provider processes Orders in accordance with its operational workflow and capacity. Any "rush," "same-day," or expedited handling is available only if expressly confirmed in writing by Provider and may require additional fees. Absent such written confirmation, Provider makes no guarantee of priority handling, turnaround time, or sequencing.
4.1 Who Performs Services. We may perform Services through our employees and/or through independent contractors (including affiliated or third-party process servers or agents) at our discretion, provided we remain responsible for performance under this Agreement subject to its limitations and exclusions.
5.1 Accuracy and Completeness. You will provide accurate, complete, and lawful Client Materials and instructions, including correct party information, addresses, and documents.
5.2 Authority; Lawful Purpose. You represent and warrant that you have authority to request the Services, and that your requests and intended uses are lawful and comply with applicable law and professional obligations.
5.3 Cooperation. You will respond promptly to questions and requests for clarification. We may pause work until necessary information is received, and any deadlines remain your responsibility.
5.4 No Unsafe or Unlawful Instructions. You will not request Services that are unlawful, deceptive, harassing, threatening, or unsafe. We may refuse or stop work if we reasonably believe an Order is unlawful, unethical, or presents a safety risk.
5.5 Safety; Refusal of Service. Provider may refuse, suspend, or discontinue Services if Provider reasonably believes a request is unlawful, unsafe, abusive, harassing, or presents a material risk to Provider's personnel, independent contractors, or the public. Client assumes all risk of any resulting consequences (including missed deadlines or adverse actions) and Provider will not be liable for such consequences. Any "no refund" provisions apply, and Client remains responsible for Hard Costs incurred and for amounts due for work performed.
5.6 Client Selection Responsibility. Client is solely responsible for selecting the correct service type, jurisdiction, venue, method, timing requirements, and documents to be served/filed/submitted/retrieved, and for ensuring instructions comply with applicable law, rule, and court/agency requirements. Provider may rely on Client's selections and instructions and is not responsible for consequences arising from incorrect selections, incomplete instructions, or legal/procedural misclassification.
5.7 Sanctions and Lawful Use. Client represents and warrants that (a) Client is not subject to sanctions or listed on any U.S. restricted party list, and (b) Client will not use Services or Deliverables for any unlawful purpose or in violation of sanctions, export controls, or similar laws. Provider may refuse, suspend, or terminate Services if it reasonably believes this Section is violated, and Provider will not be liable for any resulting consequences.
Provider is not a law firm and does not provide legal advice. You are solely responsible for legal strategy, legal sufficiency of documents, compliance with procedural rules, and determining whether a service is appropriate for your matter.
7.1 Electronic Deliverables Only. Unless we expressly agree otherwise in writing, Deliverables are provided electronically (e.g., via email and/or client portal). We do not mail paper copies of affirmations, affidavits, or invoices. You are responsible for maintaining current email/contact information and for saving your copies upon receipt.
7.2 Electronically Signed Affirmations of Service. Where applicable and permitted, we provide electronically signed affirmations of service intended to comply with New York CPLR § 2106 and New York State Technology Law §§ 304 and 306. Such affirmations are delivered electronically and may be used in the ordinary course in lieu of paper/wet-ink signatures.
7.3 Wet Ink, Notarization, and Mailed Originals. If you request (or a court/agency requires for your use case) a wet-ink signature, a notarized affidavit, and/or a mailed original, you agree to pay additional fees for the added administrative burden and handling. These fees will be quoted or invoiced before fulfillment, and may include shipping/handling charges in addition to the service fee.
7.4 Field Documentation; Photo/Video Evidence; Retention; Not Guaranteed. As part of performing Services (including attempted service and site visits), Provider may create and maintain operational documentation such as GPS timestamped photographs, contemporaneous notes, and, where lawful and in Provider's discretion, audio and/or video recordings (including body-worn camera footage). Such documentation is intended for operational quality control and evidentiary support. GPS photographs and body-worn camera footage are not guaranteed and may be unavailable due to technological limitations or failures, including device malfunction, battery failure, storage limitations, low-light conditions, weather exposure, GPS drift/inaccuracy, software errors, network connectivity issues, corrupted files, or other circumstances beyond Provider's reasonable control. Deliverables are provided electronically as set forth in this Agreement. Unless otherwise required by law or agreed in writing, Provider may delete or archive such documentation in accordance with its ordinary records retention practices. Client is responsible for ensuring that any requested use, filing, or distribution of such documentation is lawful and appropriate for Client's matter.
7.5 Records Retention; Not a Records Custodian. Provider is not a long-term records custodian for Client. Unless a longer period is required by law or agreed in writing, Provider may delete or archive Client Materials and Deliverables from its systems after one hundred eighty (180) days following completion of an Order. Client is responsible for downloading, retaining, and backing up any Deliverables needed for Client's matter.
7.6 Ownership; Limited License. As between the parties, Client retains ownership of Client Materials and Provider retains ownership of Provider's internal processes, workflows, templates, know-how, and operational records created in the course of performing Services. Client grants Provider a limited, nonexclusive license to use Client Materials solely to perform Services, comply with legal obligations, enforce this Agreement, and defend Provider's rights.
8.1 Pricing. Fees are as stated on our website/portal, in our written acceptance, in an invoice, in a written quote, or as otherwise communicated in writing. We may require prepayment for certain services.
8.2 Included Costs vs. Hard Costs; Markup. Our pricing includes ordinary operational expenses such as mileage, postage, tolls, third-party database fees, process server/agent fees, and notarization fees (if applicable to the service). However, you are responsible for Hard Costs we incur on your behalf (e.g., court fees, filing fees, witness fees advanced, sheriff/agency fees, and other direct third-party charges). We may, in our discretion, apply an administrative markup of up to ten percent (10%) to Hard Costs.
8.3 Payment Terms. Unless otherwise stated on the invoice, all invoices are due upon receipt. If we extend net terms in writing, payment is due by the stated due date, and all remedies for nonpayment apply upon delinquency.
8.4 Late Fee and Interest. Unpaid and overdue invoices are subject to (i) a one-time late fee of five percent (5%) of the overdue amount, plus (ii) interest at the rate of one and one-half percent (1.5%) per month (or the maximum allowed by law, if lower), accruing from the due date until paid.
8.5 Billing Disputes; Deemed Valid; Waiver. You must notify us in writing of any good-faith billing dispute within thirty (30) days after the invoice date, describing the basis for the dispute in reasonable detail. If you fail to notify us within that 30-day period, the charge is deemed valid and any objection is waived. You remain responsible to timely pay all undisputed amounts.
8.6 Pricing Changes. We may modify our pricing at any time without notice. Any updated pricing will apply to future Orders and Services and will not retroactively change fees for Services already accepted and invoiced, except as may be required to correct an error or as otherwise agreed in writing.
8.7 No Setoff. Client shall not withhold, delay, or set off payment of any amounts due to Provider for any reason. Client must timely pay all undisputed amounts, and any approved credits or adjustments will be applied prospectively unless Provider agrees otherwise in writing.
8.8 Payment Methods; Administrative Fees. Provider may limit available payment methods. Provider may charge administrative fees permitted by law for special payment handling or non-standard requests.
8.9 Application of Payments. To the maximum extent permitted by law, Provider may apply any payment received in the following order: (a) bank/processor fees and administrative charges, (b) collection costs, (c) returned check penalties and related bank charges, (d) late fees, (e) interest, (f) Hard Costs (and permitted markup), and (g) remaining principal service fees. Provider may apply payments across multiple invoices in its discretion unless prohibited by law.
8.10 Chargebacks Prohibited; Research Fee. Client agrees not to issue any chargeback, payment reversal, or payment dispute through Client's bank, card issuer, or payment processor for any invoice or charge. Any chargeback or reversal constitutes a material breach of this Agreement. In addition to all amounts disputed or reversed, Client agrees Provider may assess a $250.00 research and administrative fee per chargeback, plus any fees, penalties, or costs imposed on Provider by its bank or payment processor. Provider may suspend Services without notice and pursue collection as set forth herein. Client also agrees Provider will not be liable for any consequences resulting from suspension due to a chargeback (including missed deadlines or adverse actions).
8.11 Returned Checks. If Client pays by check and any check is returned or dishonored for any reason (including insufficient funds, stop payment, account closure, or bank error), Client agrees to pay (a) a $20.00 returned check penalty, plus (b) any amounts charged to Provider by its bank or payment processor related to the return, and (c) the amount of the original check remains immediately due and payable. Returned checks may be treated as delinquency and may result in suspension under Section 10. Provider will not be liable for any consequences resulting from a suspension triggered by a returned check.
8.12 Authorization to Store Payment Method; Electronic Billing. To the extent Client uses a card/bank account or other payment method through Provider's portal, Client authorizes Provider and its payment processor to securely store payment credentials in tokenized form and to charge the payment method for invoices, authorized Hard Costs (and permitted markup), late fees, interest, returned check penalties, research/administrative fees, and other amounts due under this Agreement, subject to applicable law and processor rules. Client agrees that electronic invoices and receipts are sufficient and that Client's failure to receive an email due to spam filters or outdated contact information does not excuse payment.
10.1 Suspension Without Notice. If any amount is past due (or if a chargeback occurs), we may suspend performance, pause in-progress work where feasible, and/or refuse new Orders without notice.
10.2 System Block. You acknowledge our systems may be configured to decline or not accept new Orders from accounts with delinquent balances until delinquency is cured.
10.3 No Waiver. Our decision to continue performing Services despite delinquency does not waive our rights.
10.4 No Liability for Consequences of Suspension/Refusal. Client acknowledges that suspension, refusal, or cancellation of Services due to nonpayment, chargeback, or other permitted grounds may result in missed deadlines, defaults, adverse rulings, or other adverse actions. Client assumes all risk of such consequences, and Provider will not be liable for them. Client remains responsible for payment of all amounts due, including fees, Hard Costs, late fees, interest, returned check penalties, and collection/enforcement costs.
11.1 Confidential Information. "Confidential Information" means non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential, including Client Materials, case details, personal information, business information, and pricing.
11.2 Obligations. The receiving party will (a) use Confidential Information only to perform or receive Services, (b) limit disclosure to personnel/agents with a need to know who are bound by confidentiality obligations, and (c) protect it using reasonable care.
11.3 Exclusions. Confidential Information does not include information that becomes public without breach, is independently developed, is rightfully received from a third party without restriction, or was previously known without restriction.
11.4 Compelled Disclosure. If legally compelled, the receiving party may disclose Confidential Information but will provide notice where legally permitted and cooperate with protective efforts.
11.5 Publicity. Provider will not use Client's name, logo, or trademarks in marketing materials without Client's prior written consent, except that Provider may identify Client as a customer where such identification is required for references requested by Client or in response to a bona fide business inquiry.
11.6 Non-Disparagement. To the maximum extent permitted by law, Client agrees not to make, publish, post, transmit, or cause to be made any false, misleading, or disparaging statements (whether oral, written, online, or otherwise) about Provider or its owners, employees, independent contractors, agents, business practices, or Services. This Section does not prohibit (a) truthful statements required by law, court order, subpoena, or a governmental or regulatory inquiry; (b) communications with counsel for the purpose of obtaining legal advice; (c) filings or testimony in a legal proceeding made in good faith; or (d) any statements that cannot lawfully be restricted, including lawful consumer reviews protected by the Consumer Review Fairness Act and similar laws.
11.7 Response to Public Statements; Authorization; Limited Confidentiality Waiver. If Client (or anyone acting at Client's direction or on Client's behalf) makes any public statement, review, post, or publication regarding Provider or the Services, Client expressly authorizes Provider to disclose Confidential Information to the minimum extent Provider reasonably deems necessary to respond, correct the record, defend itself, or pursue its rights. Client acknowledges and agrees that, to that limited extent, Client waives any right to assert confidentiality against Provider for such disclosure, and Client waives any claim for breach of confidentiality arising from such disclosure, provided Provider will use reasonable efforts to limit disclosure to what Provider reasonably deems necessary for that purpose.
12.1 Safeguards. We maintain reasonable administrative, technical, and physical safeguards designed to protect Client Materials and Confidential Information in our control.
12.2 Sensitive Data. Do not provide highly sensitive personal data (e.g., full SSNs, full bank account numbers, medical records) unless required for the Service and expressly requested/approved by us in writing.
13.1 Mutual Authority. Each party warrants it has authority to enter into this Agreement.
13.2 Limited Performance Warranty. We warrant Services will be performed in a professional manner consistent with generally accepted industry standards. Your exclusive remedy for breach of this warranty is re-performance of the affected Service, provided you notify us in writing within thirty (30) days after completion of the Service, and provided re-performance is reasonably feasible.
13.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT SERVICES WILL ALWAYS RESULT IN A PARTICULAR OUTCOME OR BE FREE FROM THIRD-PARTY INTERRUPTION, ERROR, OR DELAY, OR THAT ANY DELIVERABLE WILL BE ACCEPTED BY A COURT, AGENCY, OR THIRD PARTY.
14.1 Client Indemnity. To the maximum extent permitted by law, Client will defend, indemnify, and hold harmless Provider and its owners, officers, employees, independent contractors, and agents from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, penalties, fines, and expenses (including attorneys' fees and costs) arising out of or related to: (a) Client Materials or Client's instructions; (b) Client's breach of this Agreement; (c) Client's violation of law or alleged violation of law; (d) Client's misuse of Deliverables; (e) Client's acts or omissions; and (f) any claim brought by any person/entity (including a recipient of attempted or completed service, a court, agency, opposing party, or third party) relating to the Services requested by Client, except to the extent finally determined by a court of competent jurisdiction to have been caused solely by Provider's willful misconduct.
14.2 Indemnification Procedures. Provider may tender defense of a claim to Client. Client will promptly assume the defense with counsel reasonably acceptable to Provider and will keep Provider informed. Provider may participate with its own counsel at Client's expense where reasonably necessary to protect Provider's interests. Client will not settle any claim in a manner that admits fault, imposes non-monetary obligations on Provider, or restricts Provider's business practices without Provider's prior written consent.
14.3 No Provider Indemnity. To the maximum extent permitted by law, Provider does not indemnify Client under this Agreement. Any liability of Provider (if any) is governed exclusively by Section 15.
15.1 No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
15.2 Exclusions. To the maximum extent permitted by law, Provider will not be liable for: (a) Third Party acts or omissions; (b) court/agency decisions, rejections, delays, or closures; (c) access restrictions, security, or safety conditions; (d) technology failures, connectivity issues, device malfunctions, or data corruption; (e) inaccurate or incomplete Client Materials; or (f) events outside Provider's reasonable control.
15.3 Liability Cap. To the maximum extent permitted by law, Provider's total liability arising out of or related to this Agreement or any Order will not exceed the lesser of (i) the amounts actually paid by Client to Provider for the specific Order giving rise to the claim, or (ii) $500.00. If Client is on net terms and has not paid for the Order at issue, the cap will be $500.00 or the amount actually paid (if any), whichever is less.
15.4 Limitation Period for Claims. To the maximum extent permitted by law, any claim, action, or proceeding arising out of or relating to this Agreement or the Services must be commenced within six (6) months after the date the claim accrued, or such claim is permanently barred.
16.1 Collection and Enforcement. If Client fails to pay amounts due or otherwise breaches this Agreement and Provider retains counsel or a collection agency to collect amounts owed or enforce Provider's rights, Client agrees to pay all costs of collection and enforcement, including attorneys' fees, court costs, filing fees, service fees, expert fees (if applicable), and disbursements, whether incurred before suit, during litigation, on appeal, or in connection with bankruptcy/insolvency proceedings. Client further agrees that collection agency fees may be assessed up to forty percent (40%) of the outstanding debt (to the maximum extent permitted by law) in addition to the debt, interest, late fees, and other charges.
16.2 Attorneys' Fees Include Post-Judgment Collection Component. In any court action or proceeding in which Provider is entitled to attorneys' fees, Client agrees that a reasonable attorneys' fee award shall include, to the maximum extent permitted by law, an additional amount equal to one-third (33 1/3%) of the judgment as a reasonable estimate of the cost of enforcing and collecting the judgment (including post-judgment discovery, restraints, executions, and related enforcement activity), in addition to attorneys' fees incurred prior to judgment.
16.3 Fee Shifting. To the maximum extent permitted by law, in any action or proceeding arising out of or relating to this Agreement or the Services (including disputes over invoices, chargebacks, refunds, or collections), if Provider is the prevailing party, Provider will be entitled to recover its attorneys' fees and costs from Client, in addition to any other relief to which Provider is entitled. If a court of competent jurisdiction determines that this provision is unenforceable as written (including because it is not mutual), then this provision will be deemed modified to the minimum extent necessary to be enforceable, including (if required) by making fee shifting reciprocal solely for that dispute.
17.1 Term. This Agreement remains in effect until terminated.
17.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days written notice. Termination does not automatically cancel Orders already accepted, and Client remains responsible for fees and Hard Costs incurred for work performed up to termination.
17.3 Termination for Cause. Provider may terminate immediately upon written notice if Client materially breaches, including for nonpayment, chargebacks, unlawful instructions, harassment, or safety concerns. Client assumes all risk of any resulting consequences (including missed deadlines or adverse actions), and Provider will not be liable for such consequences.
17.4 Survival. Sections that by their nature should survive will survive termination, including payment obligations, refunds/chargebacks, confidentiality/communications provisions, indemnification, limitation of liability, attorneys' fees, governing law, venue, and jury waiver.
Provider will not be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, fire, flood, war, terrorism, civil unrest, epidemic, pandemic, labor disputes, power outages, internet outages, court/agency closures, Third Party failures, and weather events (including without limitation snow, ice, blizzards, lake-effect snow, and other winter weather conditions), provided Provider uses reasonable efforts to mitigate and resume performance.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, or agency relationship. Client has no authority to bind Provider.
20.1 Notice Method. Notices must be in writing and delivered by personal delivery, certified mail, reputable courier, or email to the contact information on file for the parties (as updated by notice). Routine operational communications and status updates may be provided by email or through our systems.
20.2 Electronic Notice; Deemed Delivery. Notices and communications sent by email are deemed delivered when sent to the recipient's last email address on file, whether or not actually received, including due to spam filtering, junk folders, mailbox limits, or outdated contact information. Client is responsible for maintaining accurate contact information and ensuring that Provider's emails are not blocked.
21.1 Assignment. Client may not assign this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets.
22.1 Governing Law and Venue. This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Onondaga County, New York. Client waives any objection to venue, personal jurisdiction, and any claim that the forum is inconvenient (including any forum non conveniens objection).
24.1 Entire Agreement. This Agreement is the entire agreement regarding its subject matter and supersedes prior discussions and understandings.
24.2 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect.
24.3 Waiver. Failure to enforce any provision is not a waiver.
24.4 Electronic Acceptance. Client may accept this Agreement electronically, including by submitting an Order through our website/portal or by requesting Services via email or mail, subject to Section 1.4 (Order acceptance requires Provider's written confirmation).
24.5 Updates to this Agreement. Provider may update this Agreement at any time by publishing the updated version on Provider's website and notifying Client by email. Any such changes take effect immediately upon Provider emailing the notice of changes and will apply to future Orders and Services to the maximum extent permitted by law. Client's continued submission of Orders after notice constitutes acceptance of the updated Agreement.
24.6 No Reliance; No Oral Modifications. Client acknowledges that it is not relying on any oral statements, informal communications, or marketing representations in deciding to request Services, and that only the terms of this Agreement (and any signed written agreement expressly overriding it) govern. Any waiver, modification, or amendment must be in a writing signed by Provider to be effective.
24.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of Provider and Client and their permitted successors and assigns, and nothing herein creates any third-party beneficiary rights.
24.8 Headings for Convenience. Headings and section titles in this Agreement are for convenience only and will not affect the interpretation of this Agreement.
