Claims Ninja Terms of Service

Consulting Agreement

This Consulting Agreement (the “Agreement”) sets forth the terms and conditions
governing the contractual relationship between The Claims Ninja LLC, a limited liability
company with its principal place of business located at 442 E Iris Drive, Berry Hill,
Tennessee 37204 (hereinafter referred to as the “Consultant”), and the undersigned
party who filled out this form and contract (hereinafter referred to as the “Client”).
Consultant and Client may be referred to individually as a “Party” or collectively as the
“Parties”, who hereby agree to be legally bound by the terms of this Agreement.

WHEREAS the Consultant is engaged in the business of providing professional
consulting services in the field of property claim estimating and negotiation.
WHEREAS the Client desires to engage the Consultant to provide such consulting
services related to property claim estimating and negotiation, in accordance with the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Consultant and the Client (each a “Party” and
collectively, the “Parties”) hereby agree as follows:

Services and Processes
Once a new claim is uploaded to our secure Client Portal, The Claims Ninja initiates its
Immediate Action Plan to ensure timely, organized, and accurate file handling.
1. Estimate Writing Process
Upon receipt of all required claim-related documentation submitted in accordance with
the established client workflow, the assigned estimator will initiate contact with the client
within 24 hours during standard business days. This initial outreach is intended to
establish communication and gather any outstanding or urgent information. The

estimator will then conduct a thorough review of the file to confirm that all necessary
documentation has been provided. This step ensures the claim is properly prepared for
efficient and accurate processing. Once documentation has been verified and sufficient
information has been gathered, the requested estimate will be completed within 24
hours (one business day) of receiving all required documentation from the client.
2. Insurance Negotiation Process
Following the client’s approval of the finalized estimate, the estimator will submit the
estimate directly to the assigned insurance adjuster or carrier representative to begin
the negotiation process. Any revisions or updates resulting from negotiations will be
documented and uploaded to the Client Portal for the client’s review and approval. For a
typical claim, the negotiation process—from initial contact with the carrier to final
settlement—is generally completed within 3–5 weeks.
Please note: Negotiation timelines may vary depending on the complexity of the claim.
To support more complex or atypical cases, we offer advanced support services,
including in-house public adjuster and appraisal services, as outlined below.
3. Supplements
During the course of construction, changes in scope, hidden conditions, or additional
required work may be discovered that were not visible or identifiable during the original
estimate. When these situations occur, a supplement is submitted to the insurance
carrier to address the newly identified scope or pricing adjustments. Requested
supplements are supported by documentation such as photos, field reports, contractor
notes, and supporting estimating data. These supplements are submitted as soon as
the additional scope is identified in order to maintain transparency and ensure the claim
accurately reflects the true cost of completing the project in accordance with policy
guidelines.
4. Advanced Support for Complex or Prolonged Claims
Within the property claims process, certain files may become delayed or more difficult to
resolve due to the involvement of third parties such as appraisers, legal representatives,
or retained counsel. These situations often fall outside the scope of standard estimating
and negotiation services and require a more strategic, resource-driven approach. The
Claims Ninja recognizes that prolonged or “stuck” claims can negatively impact
timelines, client satisfaction, and the ability to move forward with projects. To address
these challenges, we offer an advanced support pathway designed specifically to help
navigate and resolve complex claim scenarios.
Public Adjuster Services

At The Claims Ninja, we go beyond estimating and standard negotiation by offering
licensed Public Adjuster (PA) services through our in-house team. As a licensed Public
Adjuster firm, we are fully authorized to represent clients and policyholders throughout
the insurance claims process. This level of representation is especially valuable in
complex or disputed claims where expert advocacy and regulatory compliance are
essential to achieving a fair and timely resolution. When a claim enters the Public
Adjuster or appraisal process, a Letter of Representation (LOR) must be signed by the
homeowner or policyholder. Once executed, the claim is formally transitioned to
representation under the LOR.
Appraisal Support
Appraisal services may be utilized when a claim reaches an impasse or when there is a
dispute between the insurance carrier and the insured regarding the value of the loss.
The appraisal process is a formal dispute resolution mechanism designed to help both
parties reach a fair and impartial determination of the claim value. The Claims Ninja
helps coordinate and support the appraisal process by assisting with documentation
preparation, scope clarification, and communication throughout the process. While
independent appraisers are appointed by each party, we help ensure the claim file,
supporting evidence, and project documentation are organized and properly presented
to support an accurate evaluation of the loss. This coordination helps streamline the
process and improves the likelihood of reaching a fair resolution under the policy
provisions.
Legal Counsel
In cases where legal escalation becomes necessary, we can coordinate with
experienced legal counsel specializing in insurance claim disputes. Whether the issue
involves bad faith denial, unreasonable delay, or claim undervaluation, this level of
representation ensures our clients’ rights are fully protected and their claims are
properly supported.
Agreement
1. Term and Termination
This Agreement shall become effective as of the date of full execution by both Parties
(the “Effective Date”) and shall continue in full force and effect until terminated in
accordance with the provisions set forth herein.
Either Party may terminate this Agreement at any time, with or without cause, by
providing the other Party with no less than five (5) days’ prior written notice, provided
that all outstanding invoices and other amounts due to the Consultant have been paid in
full by the Client as of the date of termination.
In addition to the foregoing, this Agreement may be terminated by either Party
immediately upon written notice to the other Party in the event of the insolvency,
bankruptcy, or dissolution of the other Party.
1.1 File-Specific Termination
Each individual file submitted under this Agreement shall be governed by its own
termination timeline. Termination of any individual file shall not be deemed to constitute
termination of this Agreement as a whole.
Each file may be terminated by either Party independently of the main Agreement, upon
no less than two (2) business days’ prior written notice.
If a file is terminated, withdrawn, or deemed no longer necessary for further work
beyond the two (2) business day notice period, the Client shall be responsible for
payment of either:
(1) a minimum fee in accordance with the then-current Claims Ninja fee schedule, or
(2) the applicable fee for the work completed on the file, whichever is greater.
1.2 Obligations Upon Termination
Upon termination of this Agreement or any individual file for any reason, the Client shall
promptly pay all fees and expenses incurred through the effective date of such
termination. The Consultant shall deliver to the Client any completed or partially
completed work product prepared up to the date of termination, subject to receipt of
payment in full.
1.3 Survival
The provisions of this Agreement that by their nature are intended to survive termination
shall remain in full force and effect, including but not limited to those relating to
confidentiality, limitation of liability, indemnification, and payment obligations.

2. Scope of Consulting Services
The Consultant agrees to provide professional consulting services to the Client in
connection with matters related to property claim estimating and negotiation. These
services shall include, but are not limited to:

• Reviewing and analyzing property damage and associated documentation.
• Preparing detailed property claim estimates using industry-standard software.
• Assisting in the development of claim documentation and supporting materials.
• Executing, advising, and supporting the Client in communications and
negotiations with insurers, contractors, or related parties.
2.1 Deliverables
May include written estimates, reports, claim documentation packets, negotiation
summaries, and related correspondence, as reasonably requested by the Client and
agreed upon by the Consultant.
2.2 Timelines
Timelines for the completion of deliverables will be mutually agreed upon in writing by
the Parties on a case-by-case basis, subject to the availability of required information
and the complexity of the claim. The Consultant shall use commercially reasonable
efforts to meet agreed-upon deadlines but shall not be liable for delays caused by
factors beyond its control, including but not limited to delayed access to documentation,
third-party responses, or force majeure events.
2.3 Authorization to Use Client Company Information
Client authorizes Consultant to use Client’s company information as necessary to
perform services and generate deliverables, including but not limited to Client’s
business name, DBA, address, phone number, email, website, branding identifiers,
license numbers (if provided), and standard business identifiers, for the purpose of
preparing estimates, documentation packets, submissions, negotiation correspondence,
and related claim materials for Client’s files under this Agreement.
2.4 Client Warranty (Rights to Use / Limited Purpose)
Client represents and warrants it has the legal right to use the company identifiers it
provides and to authorize Consultant’s limited use of such identifiers solely for Client’s
files under this Agreement.

3. Confidentiality
3.1 Confidential Information
For the purposes of this Agreement, “Confidential Information” shall mean any non-
public, proprietary, or confidential information disclosed by either Party to the other,
whether in written, oral, electronic, or any other form, including but not limited to trade
secrets, business plans, financial data, client lists, claim details, methods, strategies, or
any other information designated as confidential or that reasonably should be
understood to be confidential under the circumstances.
3.2 Obligation of Confidentiality
Each Party agrees to maintain the confidentiality of the other Party’s Confidential
Information and shall not disclose or use such information for any purpose other than as
necessary to perform its obligations under this Agreement, except as required by law or
with the express prior written consent of the disclosing Party.
3.3 Return or Destruction
Upon termination of this Agreement or upon request, each Party shall promptly return or
destroy all Confidential Information of the other Party, including all copies thereof, in
whatever form or medium, except to the extent required to comply with legal or
regulatory obligations.
3.4 Survival
The obligations under this Section shall survive the termination of this Agreement for a
period of two (2) years.

4. Limitation of Liability
To the maximum extent permitted by applicable law, the Consultant shall not be liable to
the Client for any indirect, incidental, special, consequential, or punitive damages,
including but not limited to loss of profits, revenue, data, or use, whether in an action in
contract, tort (including negligence), or otherwise, arising out of or in any way connected
with the services provided under this Agreement.
The Consultant’s total cumulative liability in connection with this Agreement, whether in
contract or tort or otherwise, shall not exceed the total amount of fees actually paid by
the Client to the Consultant under this Agreement in the three (3) months immediately
preceding the event giving rise to the liability.

5. ACH / Electronic Debit and Credit Authorization (Account Extraction Language)
By signing this Agreement, the undersigned (“Account Holder”) authorizes The Claims
Ninja LLC (“Company”) to electronically debit the deposit account and/or credit or debit
card on file identified by the Account Holder at the financial institution named below
(“Depository”) for payment of any amounts due and owing to Company.
The Account Holder further authorizes Company to electronically credit the same
account to correct any erroneous debit transactions.
The Account Holder authorizes Company to initiate ACH debit entries or debit/credit
card withdrawals for the amount(s) owed as invoiced, billed, or otherwise agreed upon
between the Company and the Account Holder. Such debit(s) may occur as one-time or
recurring payments, consistent with the terms of the Account Holder’s agreement or
service arrangement with the Company.
This authorization will remain in full force and effect until the Account Holder provides
written notice of revocation to Company.
In the event of an erroneous debit or credit, Company may initiate corrective entries to
the same account to adjust the error in accordance with NACHA rules.
Payment Method on File / Past-Due: Client agrees that the payment method on file
(ACH or debit/credit card) may be used to satisfy any undisputed past-due amounts
under this Agreement.

6. Estimate Work Product, Review Access, and No-Use-Without-Payment (Anti-
Theft)
6.1 Work Product Ownership and Restrictions
Client acknowledges that all estimates, scopes, line-item content, pricing strategies,
narratives, negotiation drafts, supplement drafts, documentation packets, and any
related deliverables produced by Consultant (collectively, “Work Product”) are
proprietary professional work product produced as part of paid services.
6.2 Review Access Does Not Equal License to Use
Client may be granted access to review Work Product in the Client Portal for approval
and workflow purposes; however, Client is not authorized to use, submit, replicate,
distribute, share, forward, or implement any Work Product (in whole or in part) unless
and until the corresponding invoice is paid in full.
6.4 Audit of Withdrawn / Terminated Files
Client acknowledges that because Work Product may be visible during review and
approval, Consultant may audit withdrawn, terminated, or closed files to determine
whether:
(i) the estimator and policyholder received and executed the necessary agreements;
and/or
(ii) Client used any Work Product without payment.
6.5 Severe Consequences for Unauthorized Use / Theft
If Client is caught using, submitting, distributing, or benefiting from Consultant’s Work
Product without payment, Client agrees that Consultant may, without limitation:
(a) immediately revoke access to the Client Portal and Work Product;
(b) immediately invoice Client for all unpaid services, all work completed, and any
applicable minimum fees;
(c) pursue all available legal remedies, including injunctive relief; and
(d) seek damages and enforcement to the maximum extent permitted by law.
6.6 Liquidated Damages for Unauthorized Use (Hard Enforcement)
Client acknowledges that unauthorized use of Work Product causes immediate and
difficult-to-measure harm, including loss of fees, pricing strategy exposure, and
reputational/operational damage. Therefore, in addition to all other remedies, Client
agrees to pay liquidated damages of Five Thousand Dollars (US $5,000.00) per
unauthorized use event (each file/use constituting a separate event), plus all unpaid
fees. The Parties agree this amount is a reasonable estimate of damages and not a
penalty. Liquidated damages are cumulative and do not limit Consultant’s right to seek
additional equitable or statutory remedies where permitted by law.

7. Pricing, Fees, and Payment Terms
7.1 Standard Pricing and Custom Agreements
The pricing, fees, and payment terms outlined herein constitute The Claims Ninja's
standard service rates and shall apply to all services performed unless otherwise
agreed in writing.
The Claims Ninja reserves the right to offer customized pricing, volume discounts,
enterprise service packages, referral partner agreements, strategic partnerships, or
other negotiated service arrangements on a case-by-case basis.
Any modification, exception, deviation, or alternative pricing arrangement shall only be
valid if documented in a separate written agreement, addendum, statement of work,
pricing schedule, or other written authorization executed by both The Claims Ninja and
the Client.
In the event of any conflict between this Agreement and a separately executed written
agreement, the terms of the separate written agreement shall govern solely with respect
to the services covered therein. All other services shall remain subject to the terms and
conditions of this Agreement.
Unless otherwise stated in a separate written agreement executed by both parties, all
pricing, fees, payment obligations, and billing procedures contained herein shall remain
in full force and effect.
7.2 Estimate Writing Rates
Estimate Writing Rates are tiered based on estimate value to ensure fairness and
scalability across job sizes.
$100 minimum for estimate values under $12,500
1.25% of estimate value for estimates between $12,500 and $100,000
0.75% of estimate value for estimates between $100,001 and $200,000
0.50% of estimate value for estimates exceeding $200,000
Estimate Invoices are issued upon completion and are subject to Client approval
through the Client Portal. Upon approval, payment is due immediately and payable in
full using the payment method on file.
7.3 Insurance Negotiation Rates
Insurance Negotiation Rates are determined based on the increase in settlement
achieved, ensuring that pricing is directly aligned with measurable outcomes.
$150 minimum fee
15% of the documented settlement increase above the carrier's original estimate when
a carrier estimate is available
4% of the final Replacement Cost Value (RCV) settlement when no carrier estimate has
been provided by the carrier
Negotiation Invoices are issued upon successful negotiation and final settlement
approval by the Client. Upon approval, payment is due immediately and payable in full
using the payment method on file.
7.4 Supplement Rates
Supplement Rates are determined based on the additional funds recovered through
supplemental claim submissions.
15% of the documented increase approved by the insurance carrier resulting from the
submitted supplemental scope
Supplement Invoices are issued upon successful negotiation and final approval by the
Client. Upon approval, payment is due immediately and payable in full using the
payment method on file.
7.5 Additional Service Fees
Appraisal Services
Appraisal services may be utilized when a claim reaches an impasse or when there is a
dispute regarding the value of loss between the insurance carrier and the insured.
Appraisal Fees range from $500 to $1,200 depending on claim complexity, scope,
jurisdiction, and appraiser requirements.
Appraisal Fees are added to the completed Negotiation Invoice and issued upon
successful negotiation and final settlement approval by the Client. Upon approval,
payment is due immediately and payable in full using the payment method on file.
Public Adjusting Services
Where licensed Public Adjusting services are required or requested, any applicable fee
structure shall be disclosed and approved by the Client prior to engagement. Unless
otherwise stated in a separate written agreement, Public Adjusting services do not alter
the standard pricing structure outlined herein.
EagleView Reports
EagleView Reports may be utilized when precise roof measurements and aerial
analysis are required to support the estimating process. These reports provide accurate
roof geometry, pitch data, and measurement verification to ensure estimates are
properly documented and aligned with industry standards.
EagleView Report (if required for roofing): $60 per project
EagleView Report Fees are added to the completed Estimate Invoice and issued upon
completion. Fees are subject to Client approval through the Client Portal. Upon
approval, payment is due immediately and payable in full using the payment method on
file.
7.6 Payment Terms
These billing procedures ensure timely processing and continued efficiency in handling
each claim.
All invoices are due immediately upon Client approval unless otherwise stated in a
separate written agreement.
The Client authorizes The Claims Ninja to charge the approved payment method on file
for all approved invoices and authorized pass-through expenses.
Please note:
ACH payments incur no processing fees.
Credit card payments are subject to a 3% convenience fee.
The Claims Ninja reserves the right to suspend services, withhold deliverables, delay
negotiations, or pause work on any file associated with past-due balances until all
outstanding amounts have been paid in full.
7.7 Separate Agreements and Amendments
Any separate written agreement, addendum, statement of work, pricing schedule,
partnership agreement, enterprise services agreement, referral agreement, or payment
arrangement executed by both The Claims Ninja and the Client shall supersede and
amend the applicable provisions of this section solely to the extent expressly stated
therein.
All provisions not specifically amended shall remain in full force and effect.

8. Payment Obligations, Collections, and Enforcement
8.1 Payment Obligation
Client agrees that all invoices issued under this Agreement constitute valid contractual
payment obligations upon issuance consistent with the payment timing described
herein.
Failure to dispute an invoice in writing within five (5) business days of issuance shall
constitute acceptance of the invoice as accurate and payable. Client payment
obligations are independent of and not contingent upon insurance carrier payment,
claim approval, or funds received by Client.
8.2 Late Payments
Any unpaid balance remaining more than seven (7) calendar days past due may, at
Consultant’s discretion:
accrue interest at 1.5% per month (or maximum permitted by law, whichever is lower),
result in suspension of services,
result in suspension of Client Portal access,
trigger acceleration of all outstanding balances.
8.3 Acceleration of Balances
Upon material breach, nonpayment, unauthorized Work Product use, or termination for
cause, Consultant may declare all unpaid amounts immediately due and payable.
8.4 Collections Costs
Client agrees to reimburse Consultant for all reasonable costs incurred in collection
efforts, including but not limited to:
attorneys’ fees,
court costs,
arbitration fees,
collection agency fees,
investigation expenses.
8.5 Lien Rights and Security Interests
Client acknowledges that Consultant may assert any lien rights or security interests
permitted under applicable state law for unpaid amounts owed under this Agreement.
Client authorizes Consultant to file any notices, financing statements, or similar
documents reasonably necessary to perfect or enforce such rights where legally
permitted.
Nothing in this Section shall be interpreted to create a direct claim against any
insurance carrier or to interfere with insurance claim payments.

9. Independent Contractor Relationship
Consultant is an independent contractor and not an employee, partner, joint venturer,
fiduciary, or agent of Client.
Nothing contained in this Agreement shall be interpreted to create:
employment,
partnership,
agency authority,
or joint venture.
Consultant has no authority to bind Client contractually in other ventures unless
expressly authorized in writing.

10. Client Responsibilities
Client agrees to:
Provide accurate and complete documentation.
Upload materials promptly to the Client Portal.
Maintain lawful authority over all claims submitted.
Ensure communications with property owners and insured parties are authorized.
Review estimates and deliverables in a timely manner.
Consultant shall not be responsible for delays caused by incomplete submissions,
inaccurate data, or third-party failures.

11. No Guarantee of Insurance Outcome
Client acknowledges:
Consultant provides estimating, documentation, consulting, and negotiation support.
Consultant does not guarantee claim approval, settlement amount, carrier response, or
payment timeline.
Insurance carriers retain sole authority regarding coverage determinations and claim
payments.

12. Third-Party Reliance Disclaimer
Consultant relies upon information supplied by Client and third parties, including but not
limited to:
insured parties,
contractors,
mitigation vendors,
engineers,
inspectors,
insurance representatives.
Consultant shall not be liable for inaccuracies originating from third-party information.

13. Force Majeure
Neither Party shall be liable for failure or delay caused by events beyond reasonable
control, including but not limited to:
natural disasters,
acts of God,
cyber incidents,
internet outages,
labor disruptions,
governmental actions,
carrier system outages,
software platform failures.
Performance timelines shall be reasonably extended during such events.

14. Intellectual Property Protection
All methodologies, workflows, pricing structures, templates, automation systems,
documentation formats, estimating strategies, and operational processes utilized by
Consultant remain exclusive intellectual property of The Claims Ninja LLC.
Nothing in this Agreement transfers ownership of Consultant intellectual property to
Client.

15. Non-Circumvention
Client agrees that during the term of this Agreement and for twelve (12) months
thereafter, Client shall not intentionally circumvent Consultant by directly engaging
Consultant personnel, estimators, subcontracted estimators, or proprietary vendor
relationships introduced through Consultant for competing estimating services without
written consent.

16. Data Storage and Electronic Systems
Client acknowledges Consultant utilizes digital systems including but not limited to:
Client Portal platforms,
cloud storage providers,
estimating software,
document automation systems.
Client consents to electronic storage and transmission of claim information reasonably
required to perform services.
Consultant shall implement commercially reasonable safeguards but does not
guarantee absolute cybersecurity.

17. Electronic Signatures and Digital Acceptance
Electronic signatures, portal approvals, checkbox elections, email confirmations, and
digital acknowledgments shall constitute legally binding signatures equivalent to
handwritten signatures under applicable electronic transaction laws.

18. Governing Law and Venue
This Agreement shall be governed by and construed under the laws of the State of
Tennessee, without regard to conflict-of-law principles.
Any legal action arising from this Agreement shall be brought exclusively in courts
located within Davidson County, Tennessee, unless otherwise required by applicable
law.

19. Dispute Resolution
Prior to litigation, the Parties agree to attempt good-faith resolution through written
notice and a fourteen (14) day negotiation period.
If unresolved, Consultant may elect to pursue:
litigation,
arbitration,
or injunctive relief,
at Consultant’s discretion where permitted by law.
Nothing herein restricts Consultant from seeking immediate injunctive relief relating to
intellectual property or Work Product misuse.

20. Severability
If any provision of this Agreement is determined invalid or unenforceable, the remaining
provisions shall remain in full force and effect.

21. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and
supersedes all prior discussions, proposals, or agreements relating to the subject matter
herein.
Consultant reserves the right to modify pricing schedules, operational procedures,
service terms, portal policies, workflow requirements, and other non-material business
terms upon providing Client with no less than fifteen (15) days’ prior written notice via
email to the designated contract email address on file. Continued submission of files,
use of the Client Portal, approval of estimates, or continued use of Consultant services
after such notice period shall constitute acceptance of the updated terms.

22. Order of Precedence
If any conflict exists between sections:
Pricing, Fees, and Payment Terms.
Work Product Protection provisions govern intellectual property.
Pricing, Fees, and Payment Terms governs operational services.

23. Waiver
Failure by either Party to enforce any provision shall not constitute a waiver of future
enforcement rights.

24. Assignment
Client may not assign or transfer this Agreement without written consent from
Consultant.
Consultant may assign this Agreement to affiliated entities or successors.

25. Notices
All formal notices under this Agreement shall be delivered via:
email to designated contract email, or
certified mail to the addresses listed in the signature section.
Notice shall be deemed received upon confirmed delivery.

26. Survival of Key Provisions
The following survive termination:
payment obligations,
confidentiality,
limitation of liability,
Work Product protections,
liquidated damages,
governing law,
dispute provisions.