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ADDITIONAL TERMS AND CONDITIONS

1. Applicability. These Additional Terms and Conditions (these “Terms and Conditions”) have been incorporated by reference to a Proposal (the “Proposal”) between PEMW Holdings, Inc. DBA Shade Tree AV, a Georgia corporation (“Shade Tree”), and the client party thereto (the “Customer”; together with Shade Tree, each a “Party”). These Terms and Conditions and the Proposal are collectively referred to as the “Agreement” in both these Terms and Conditions and in the Proposal. In the event of any conflict between the express and explicit provisions of the Proposal and these Terms and Conditions, the terms of the Proposal shall control.
2. Customer Obligations. The Customer is responsible for granting access to Shade Tree’s personnel to any locations where the services are to be provided and to timely answer any inquiries Shade Tree may have regarding the premises. Customer’s failure to fulfill these obligations may delay the delivery of the services, and Shade Tree will not be responsible for any such delays.
3. Fees. All parts to be delivered as pursuant to this Agreement must be paid for before delivery to job site. Payments may not be withheld under any circumstances. Final payment shall be due immediately following completion of the project. Shade Tree will hold Customer harmless with respect to claims of any subcontractors and suppliers.
4. Warranty.

a. Subject to the terms of the Agreement, Shade Tree offers a sixty day warranty on the services rendered by Shade Tree. If any services do not conform with the specifications set forth in the Proposal, the Customer shall promptly notify Shade Tree of such non-conformity. Shade Tree shall schedule a time to visit the Customer’s premises and confirm the existence of the non-conformity. Then, in Shade Tree’s sole discretion, Shade Tree shall either repair the nonconformity or refund the service fees paid associated with the non-conformity. The availability of products or services offered by Shade Tree does not indicate an affiliation with or endorsement of any product, service, or manufacturer. Accordingly, Shade Tree does not provide any warranties with respect to the products. However, the products offered may be covered by the manufacturer’s warranty as detailed in the product’s included with the product. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty.

b. No warranties (including service warranties) are offered on any equipment provided by Customer. All service calls to work on Customer provided equipment will be billed at the rate of $180 per hour. Shade Tree will not program or service universal remotes or control systems that were provided by the Customer or installed by a third party. Installing a non-weatherproof TV in any outdoor location will immediately void all warranties.

c. OTHER THAN AS EXPLICITLY SET FORTH IN SECTION 3a., SHADE TREE MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND/OR MERCHANTABILITY. IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF SHADE TREE, ITS MEMBERS, MANAGERS OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES TO CUSTOMER FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CUSTOMER’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE NET PROFIT OF SHADE TREE. IN NO EVENT SHALL SHADE TREE BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY SHADE TREE EVEN IF SHADE TREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

5. Change Orders. The Customer may order changes, additions, or modifications from time to time. Such changes must be in writing and signed by the Customer. Shade Tree will endeavor to respond to such change requests with the amount of additional costs or cost reductions resulting from changes ordered within 15 days. Any accepted change orders shall be paid in full upon acceptance of change and shall not alter the contract’s payment schedule. In case of product unavailability or discontinuation, Shade Tree reserves the right to substitute equipment of equal or better quality with Customer’s approval.
6. Indemnification. Customer hereby indemnifies, saves, and holds Shade Tree, its successors and assigns, harmless from any and all liability, claims, demands, loss and damage (including legal fees and court costs) arising out of or connected with any claim or action by a third party related to (a) Customer’s breach of this Agreement, (b) Customer’s negligence or willful misconduct or (c) death or bodily harm to any Shade Tree personnel the Customer’s premises other than as a result of Shade Tree’s negligence or willful misconduct. Customer will reimburse Shade Tree for any loss, cost, expense, or damage to which said indemnity applies, including reasonable attorney’s fees. Shade Tree will give Customer prompt written notice of any claim or action covered by this indemnity (but the failure to provide such notice shall not eliminate Customer’s indemnification obligations under this Agreement unless the Customer can show that its defense was materially impaired by such delay), and Customer will have the right, at its own expense, to participate in any such action.
7. Miscellaneous.

a. Dispute Resolution. If a Party is in default of this Agreement, thenon-defaulting Party may attempt to negotiate a settlement to the default with the defaulting Party. If there is no informal settlement, the Parties agree to binding Arbitration under the rules of the American Arbitration Association as a final resolution. Any arbitration hearing and all proceedings in connection therewith will take place in Dekalb County, Georgia, USA. In the event any dispute between the Parties should result in litigation or arbitration, the prevailing party will be reimbursed for all reasonable costs and reasonable attorney’s fees incurred in connection with such litigation or arbitration, including, without limitation, reasonable costs and reasonable attorney’s fees incurred in collecting the judgment(s) or arbitration award(s) resulting from such litigation or arbitration.

b. Governing Law; Choice of Forum. This Agreement will be governed by and construed in accordance with the internal laws of the State of Georgia, USA. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder will be instituted exclusively in the courts of the State of Georgia, USA, in each case located in Dekalb County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non-conveniens.

c. No Partnership. The parties acknowledge that they will not hold themselves out as an agent, partner or co-venturer of the other and that this Agreement is not intended and does not create an agency, partnership, joint venture or any other type of relationship except the contractual relationships established hereby.

d. Assignment. This Agreement will be binding not only upon the parties, but also upon their successors and assigns, and the Parties to this Agreement agree for themselves and their successors and assigns to execute any instruments in writing which may be necessary or proper in fulfilling in good faith the purpose and intent of this Agreement. Shade Tree may utilize subcontractors for the purpose of providing the Services.

e. No Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party will operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

8. Publicity. Shade Tree may identify the Customer as a client for promotional and marketing purposes.

9. Force Majeure. Shade Tree shall not be deemed in breach of this Agreement if Shade Tree is unable to complete the services by reason of fire, earthquake, labor dispute, epidemic, act of God or public enemy, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Shade Tree’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Shade Tree shall give notice to Customer of its inability to perform or of delay in completing the services and shall propose revisions to the schedule for completion of the services.

10. Entire Agreement. This Agreement represents the final and entire agreement between the Parties, and supersedes all prior or contemporaneous agreements, express or implied, written or unwritten. This Agreement may only be modified if done so in writing signed by the parties hereto. If any part or portion of this Agreement is held to be invalid or otherwise unenforceable, the remainder will have force and effect to the fullest extent permitted by law.