STANDARD TERMS & CONDITIONS

This SERVICE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date as identified in the Service Confirmation (as defined below), by and between i54 Services LLC, a Georgia limited liability company (“i54 Services”), and the undersigned (the “Client”).  This Agreement may refer to i54 Services or the Client as a “Party,” or collectively as the “Parties.” 

i54 Services is in the business of providing residential home repairs. Client desires to engage i54 Services to provide those services specifically identified and described in the service confirmation (the “Service Confirmation”).  i54 Services desires to accept such engagement on all the terms and conditions set forth in this Agreement. 

  1. Services.  i54 Services will provide the services to Client as identified and described in the Service Confirmation (the “Services”) in accordance with this Agreement.  i54 Services may engage sub-agents, independent contractors or other persons (“Sub-Agents”) to act on i54 Services’ behalf or to otherwise perform any of i54 Services’ obligations under this Agreement; provided that any compensation to such Sub-Agents shall be solely i54 Services’ responsibility. 

  2. Client Obligations:  Client agrees (a) to cooperate with i54 Services in all matters relating to the Services and provide such access to Client’s premises and other facilities as may reasonably be requested by i54 Services, for purposes of performing the Services; (b) respond promptly to any requests by i54 Services to provide direction, information, approval, authorizations or decisions that are reasonably necessary for i54 Services to perform Services in accordance with the requirements of this Agreement; and (c) provide such Client materials or information as i54 Services may request to carry out the Services in a timely manner and ensure that such Client materials or information are sufficient and accurate in all material respects. 

  3. Client Act’s or Omissions.  If i54 Services’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client, its agents, other contractors, or employees, then i54 Services will not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay. 

  4. Change Orders.   

  5. Procedures.  If either Party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other Party in writing, including e-mail.  i54 Services will, within a reasonable time after such request, provide a written estimate to Client of: (i) the likely time required to implement the change; (ii) any necessary variations to the fees and other charges for the Services arising from the change; (iii) the likely effect of the change to the Services; and (iv) any other impact the change might have on the performance of this Agreement. 

  6. Form.  Promptly after receipt of the written estimate, the Parties will negotiate and agree in writing, including e-mail, on the terms of such change (a “Change Order”). Neither Party will be bound by any Change Order unless mutually agreed upon in writing. 

  7. Notwithstanding Sections 5a and 5b, i54 Services may, from time to time change the Services without the consent of Client provided that such changes do not materially affect the nature or scope of the Services, of the fees or any performance dates set forth in the Service Confirmation. 

  8. Payment Terms.  

  9. Fee.  Client agrees to pay i54 Services the fee(s) set forth in the Service Confirmation (the “Fee”).  Additional fees will be required for any services requested outside the Service Confirmation. 

  10. Time and Materials.  Where Services are provided on a time and materials basis: (a) the fees payable for the Services will be calculated in accordance with i54 Services’ hourly fee rates set forth in the Service Confirmation; and (ii) i54 Services will issue invoices to Client monthly in arrears for its fees for time for the immediately preceding month, together with a detailed breakdown of any expenses for such month incurred in accordance with Section 6d.  

  11. Fixed Price Basis.  Where Services are provided for a fixed price, the total fees for the Services will be the amount set out in the Service Confirmation.  The total price will be paid to i54 Services based on invoices provided upon the completion of the Services.  

  12. Expenses.  Client will be responsible for payment of all reasonable and customary expenses arising directly out of i54 Services’ efforts under this Agreement.  If i54 Services anticipates that substantial expenses will be incurred, then i54 Services may request a deposit by Client before incurring such expenses or i54 Services may request that Client pay the vender directly.  For Services provided on a time and materials basis, this includes the actual costs of materials and supplies used in furtherance of performing the Services. 

  13. Invoicing.  Client must pay all invoiced amounts due to i54 Services on receipt of i54 Services’ invoice.  Client will make all payments hereunder in US dollars by cash, check or credit card.  

  14. Unpaid Fees and Expenses.  In the event that any one of i54 Services’ invoices remain unpaid for fifteen (15) days or more after becoming due, then i54 Services may (i) charge interest on such unpaid amounts at a rate of one and half percent (1.5%) per month or, if lower, the maximum amount permitted by applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full.  Furthermore, Client agrees to pay all collection costs, including reasonable attorneys’ fees and litigation costs, for collection of any unpaid fees or expenses.  Client further agrees to notify i54 Services in writing or by email within seven (7) days of receiving an invoice if Client disputes any expense or fee entry on that invoice.  In the absence of any such written objections within seven (7) days, Client will be deemed to have accepted and acknowledged the invoice as correct. 

  15. Taxes.  Client will be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder. 

  16. Publicity.  The Client hereby irrevocably consents to any and all uses and displays, by i54 Services and its agents, representatives and licensees, of the Services provided hereunder in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes and all other printed and electronic forms and media throughout the world, at any time during or after the term of this Agreement, for all legitimate commercial and business purposes of i54 Services (“Permitted Uses”) without further consent from or royalty, payment or other compensation to the Client. The Client hereby forever waives and releases i54 Services and its directors, officers, employees and agents from any and all claims, actions, damages, losses, costs, expenses and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the term of this Agreement by i54 Services, arising directly or indirectly from i54 Services’ and its agents’, representatives’ and licensees’ exercise of their rights in connection with any Permitted Uses. 

  17. Representations and Warranties. 

  18. i54 Services hereby represents and warrants to Client that it will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. 

  19. i54 Services shall not be liable for a breach of the warranty set forth in Section 8a unless Client gives written notice of the defective Services, reasonably described, to i54 Services within five (5) days of the time when Client discovers or ought to have discovered that the Services were defective. 

  20. Subject to Section 8b, i54 Services shall, in its sole discretion either: (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate. 

  21. THE REMEDIES SET FORTH IN SECTION 8c SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDIES AND I54 SERVICES’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 8a.   

  22. Disclaimer of Warranties.  EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 8a ABOVE, I54 SERVICES MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE OR OTHERWISE. 

  23. Limitation of Liability.  I54 SERVICES SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD-PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR THIRD-PARTY DAMAGES OR CLAIMS, INCLUDING LOST PROFITS, AND REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.  IN NO EVENT SHALL I54 SERVICES’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO I54 SERVICES PURSUANT TO THIS AGREEMENT AND THE APPLICABLE SERVICE CONFIRMATION.  

  24. Indemnification. Client shall indemnify, defend and hold harmless i54 Services against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorney’s fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses”) arising out of or resulting from any third party claim, suit, action or proceeding (each, an “Action”), related to or arising out of: (a) the breach of any of the representations, warranties, covenants, or conditions contained within this Agreement by Client and (b) any violation of applicable laws or regulations. 

  25. Term and Termination. This Agreement will commence on the Effective Date identified in the Service Confirmation and in addition to any other remedies that may be available under this Agreement, i54 Services may terminate this Agreement with immediate effect upon written notice to Client, if Client (a) fails to pay any amount when due under this Agreement; or (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part.  Otherwise, this Agreement will terminate on i54 Services’ sending of a final invoice for services rendered.   

  26. Miscellaneous.  

  27. Entire Agreement.  This Agreement and the Service Confirmation constitute the sole agreement of the Parties with respect to its subject matter.  It supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.  In the event of any conflict between this Agreement and the Service Confirmation, this Agreement shall govern, unless the Service Confirmation expressly states that the terms and conditions of the Service Confirmation will control.  This Agreement may not be modified except in a writing signed by the Parties. 

  28. Relationship of Parties.  The relationship of the Parties is that of an independent contractor and shall not be deemed to create any joint venture, association, or partnership. 

  29. Waiver.  No waiver by i54 Services of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by i54 Services. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 

  30. Force Majeure.  i54 Services shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of i54 Services including, without limitation, acts of God, flood, fire, snowstorm, earthquake, explosion, governmental actions, civil unrest, national emergency, or restraints. 

  31. Successors; Assignment.  This Agreement binds and inures to the benefit of the Parties and their respective heirs, personal representatives, and successors.  This Agreement or any rights or obligations under this Agreement shall not be assigned without the other Party’s prior written consent.   

  32. Survival.  Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions:  Publicity, Indemnification, Limitation of Liability, Governing Law, Submission to Jurisdiction and Survival. 

  33. Including.  Unless the context requires otherwise, the term “including” means “including but not limited to.”   

  34. Severability.  If any part of this Agreement is for any reason held to be unenforceable, the rest of it remains fully enforceable.   

  35. Notices.  All notices and other communications required or permitted under this Agreement must be in writing and must be sent to the Party at that Party’s address set forth below and or at whatever other address the Party specifies in writing:  To i54 Services: 3600 Dallas Hwy., Suite 230-176, Marietta, Georgia 30064; and to Client, as set forth in the Service Confirmation.  All notices shall be delivered by personal delivery, e-mail (if such e-mail is identified in this Agreement) or by certified or registered mail (in each case, return receipt requested, postage prepaid).  Except as otherwise provided in this Agreement, a notice is effective only (a) upon receipt of the receiving Party, and (b) if the party giving the notice has complied with the requirements of this Section.   

  36. Governing Law; Submission to Jurisdiction.  Georgia law applies to this Agreement without regard to any choice-of-law rules that might direct the application of the laws of any other jurisdiction.  ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL BE BROUGHT IN THE COURTS OF COBB COUNTY, GEORGIA OR THE U.S. DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA AND THE PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS.   

  37. Counterparts.  This Agreement may be signed in counterparts, each one of which is considered an original, but all of which constitute one and the same instrument. 

  38. Acknowledgment. The parties acknowledge that they have read this Agreement and that they agree to the terms and conditions of this Agreement voluntarily and knowingly.