Terms and Conditions

2.1. To the fullest extent permitted by law, each party agrees to indemnify, defend, and hold the other, including its officers, directors and employees, harmless from any and all direct losses or damages (including, without limitation, reasonable attorneys' fees, costs, and expenses) to the extent resulting from or related to any third party claim arising out of or relating to personal injury, death or property damage for any negligent, intentional or tortious act or omission of the indemnifying party in performing its obligations under this Order.

2.2. The indemnifying party will have control of the defense of an indemnity claim and will reasonably keep the indemnified party informed of all material information pertaining to the claim. The indemnified party agrees to reasonably cooperate with such defense, and the indemnifying party will not settle any such claim on behalf of the indemnified party without the prior written consent of the indemnified party.

2.3. Customer will provide property or other all-risk insurance in an amount equal to the replacement value of all Work.

3.1. To the fullest extent permitted by law, Home Ease warrants the workmanship of the services performed as part of the Work for one (1) year from the completion date. Provided Customer has paid for the Work in full, and notifies Home Ease during the warranty period, Home Ease will arrange for repair at no charge to Customer for any defects due to faulty workmanship of Home Ease. Home Ease's warranty does not cover damage caused by Acts of God, installation or repairs made by persons other than Home Ease, abuse, misuse, neglect, or normal wear and tear. FURTHER, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF AND HOME EASE DISCLAIMS ANY OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE WILL APPLY. IF THERE IS AN UNPAID BALANCE, HOME EASE MAY VOID THE WORKMANSHIP WARRANTY AT ITS DISCRETION. Merchandise and materials are specifically and exclusively covered by the terms of Section 3.2 below.

3.2. Home Ease does not provide a warranty for the products, and only the warranty given by the manufacturer, if any, will apply. Home Ease will not object to Customer seeking recourse against a product manufacturer under any manufacturer warranty terms that may apply. The parties agree that seeking recourse exclusively from manufacturers in connection with any product failures will be Customer's exclusive recourse in the event of a product failure or defect. THE FOREGOING LIMITED WARRANTY IS IN LIEU OF AND HOME EASE DISCLAIMS ANY OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WILL APPLY.

3.3. Home Ease will not be liable to Customer for indirect, incidental, special, punitive or consequential damages, including damages for lost opportunities, lost profits from this Order or any other transaction, or lost savings, even if such damages were foreseeable or result from a breach of this Order. In no event will Home Ease's liability resulting from, or in any way relating to, this Order, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise exceed one hundred thousand dollars, except to the extent such liabilities or damages are resulting from the gross negligence or willful misconduct of Home Ease. Home Ease's liability under this Order will terminate one (1) year from when a claim was or should reasonably have been discovered.

4.1. Home Ease will either not start, or will immediately discontinue, the Work upon discovery of unforeseen physical or hazardous conditions at the Project. Any changes to the Work, including but not limited to changes necessitated by undisclosed, unidentified or unforeseen conditions or legal encumbrances on Customer's premises, building/zoning code violations, or hidden/unforeseen physical/hazardous conditions, including, but not limited to, the presence of underground or overhead utility lines, rocks, roots, buried debris, mold, asbestos, lead paint, or any conditions differing from what Customer represented, are subject to a Change Order, and any additional products or services included in such Change Order must be paid for in full before Work continues. Home Ease will not attempt to remediate any such undisclosed, unidentified or unforeseen conditions and may immediately ask for a Change Order or discontinue the Work without further obligation to Customer. If Customer declines a Change Order request, Home Ease may suspend or terminate this Order. These Change Order requirements do not preclude the recovery of compensation for work performed based on legal or equitable remedies designed to prevent unjust enrichment.

5.1. Either party may terminate this Order: (i) for material default, or (ii) immediately in the event the other party is adjudged bankrupt, seeks the protection of any bankruptcy court, becomes insolvent, makes an assignment for the benefit of creditors, or if a receiver is appointed over the party's business or assets. If Customer declines a reasonable Change Order request, Home Ease may immediately terminate this Order. This Order may be terminated by either party without cause with thirty (30) days prior written notice. In case of such termination for convenience, Home Ease will be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed.

6.1. The law of the State of Georgia will govern and control this Order and any claims arising out of or relating to this Order.

6.2. In the event of any dispute relating to or arising out of this Order, the parties will attempt to resolve the dispute through mediation by the American Arbitration Association ("AAA"). Mediation will be held in Atlanta, Georgia and each party will bear its own costs and expenses and an equal share of the fees and expenses of the mediator.

6.3. If mediation is unsuccessful, disputes will be decided by binding arbitration in accordance with the Commercial Arbitration Rules of the AAA. Any such arbitration will be held in a mutually agreeable location and each party will bear its own expenses and an equal share of the expenses of the arbitrator. The award rendered by the arbitrator(s) will be final, and judgment may be entered upon it in any court of competent jurisdiction.

7.1. Home Ease is an independent contractor. Home Ease's employees, or other agents, will not be deemed an "employee," "agent," "servant," or "joint employee" of the Customer. As such, Home Ease's subcontractors or suppliers will not be within the protection or coverage of Home Ease's workers' compensation insurance or any other insurance policy.

7.2. Each party represents that it will comply, at its expense, with the Fair Labor Standards Act, all applicable workers' compensation, benefits, employment and immigration laws and all other laws applicable to it, its principals, employees, agents, and subcontractors.

7.3. This Order cannot be assigned by Customer without the expressed written consent of Home Ease. No provision of this Order will be deemed waived unless such waiver is in writing and signed by the waiving party.

7.4. The invalidity or unenforceability of any provision of this Order will not impair the validity or enforceability of any other provision.

7.5. Neither party will have the right to use, in any manner, the name, logos, trademarks, trade names, service marks, or other marks of the other without prior written consent from the other party.

7.6. This Order constitutes a contractual relationship between Customer and Home Ease. There are no third party beneficiaries of this Order.

7.7. Home Ease will have the right to set-off amounts owed to it under this Order and under separate agreements between Home Ease and Customer.

7.8. Unless otherwise expressly provided for herein, Home Ease will obtain and pay for any required permits, fees, licenses and inspections necessary to carry out and complete the Work that are customarily secured by the contractor. The cost for obtaining such permits, fees, licenses and inspections will be charged to Customer and may result in an adjustment to the Price. Customer will provide all information and assistance reasonably necessary for Home Ease to obtain the permits required to complete the Work. Delays in the securing of permits, licenses, and inspections due to Force Majeure will be subject to the provisions of Section 8.1 below.

8.1. If performance of the Work is prevented or delayed at any time by changes ordered in the Work, unusual climatic conditions, riots, insurrection, war, terrorist attacks, sabotage, fire, acts of nature, acts of God (including, but not limited to, hurricanes, tornadoes, floods, earthquakes, and other natural disasters), epidemics, pandemics, governmental instituted quarantines, curfews, or business closures, labor disputes, the availability of Service Providers and subcontractors, damage or delay in deliveries, materials shortages and/or ordering problems, operation of law, acts of governmental authorities not related to the enforcement of laws, and ordinances, and regulations with respect to the Work (including but not limited to declarations of a state of emergency by local, state, and/or national authorities), unavoidable casualties, or other causes beyond Home Ease's control (each a "Force Majeure"), Home Ease's delayed performance or nonperformance will not be an event of default entitling Customer to any damages or compensation under this Agreement nor the right to terminate this Agreement. Performance by Home Ease will be resumed at the earliest practicable time after cessation of any Force Majeure, and the Contract Time for Substantial Completion of the Work will be extended and the Project Amount will be increased to account for any and all extra costs of labor, materials, and/or equipment, plus overhead incurred by reason of such delay, plus profit on those amounts. Home Ease will be paid in full for all Work performed through the date of a Force Majeure event before Home Ease is obligated to resume its Work.

8.2. If Home Ease reasonably believes that its personnel, Service Providers, and suppliers are at risk of being exposed to illness, serious injury, or death during the performance of the Work due to Force Majeure, Home Ease will have the right, at its sole discretion, to stop the Work until such time that Home Ease reasonably believes that prosecution of the Work will not endanger the safety of the foregoing personnel or other persons. A decision to Stop the Work under this Section will not be considered an act of default under this Agreement.

9.1. Payment Upon Execution (if applicable) is due at time of execution of agreement, and Home Ease reserves the right to delay initiating Work until payment is received.

9.2. Progress Payments (if applicable) are due upon receipt. Home Ease reserves the right to stop Work until payment is received in full.

9.3. Payment upon Substantial Completion: Customers agree to standard payment terms of net 30 days. All payments are to be made by electronic ACH, wire or check. Any other form of payment must be agreed to in writing by and between Home Ease and Customer. Customer agrees and acknowledges that interest fee of 5.0% per month will be added to any past due amounts. If a breach in payment obligations occurs, Home Ease reserves the right to revoke Customer's credit privileges, and stop work on all open projects with said customer and bill out for work completed on open projects.