Service Terms and Conditions

InSight Underground Solutions, LLC  •  Effective as of the date of the original Quote Letter

The Terms and Conditions (this “Agreement”) are effective as of the date of the original Quote Letter (“Effective Date”) and are by and between InSight Underground Solutions, LLC, a Florida limited liability company (“IUS”), and the customer identified in the Quote Letter and/or receiving the Services (“Customer”). In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IUS and Customer (together referred to as the "Parties", and each individually as a "Party") agree as follows:

Additional Terms

Any terms and conditions proposed by Customer regarding the goods and/or Services offered or provided by IUS which are different from or in addition to the terms set forth in this Agreement and/or any attempt to modify, supersede, supplement or otherwise alter this Agreement, will not change this Agreement, will not bind the parties, and shall be void and of no effect. This Agreement and its Quotes and Service Receipts are the sole source of terms between the Parties and supersede any previous agreements oral or written.

Services

IUS shall provide to Customer the goods and services (the “Services”) set out in one or more Quote Letters accepted by Customer and IUS (each, a “Quote”). Quotes may be accepted by signature or by Customer accepting the Services and/or IUS providing the Services. All additional and future Quotes and/or services provided by IUS to Customer are controlled by this Agreement whether included in a Quote or not. The details, method, and manner for the performance of the Services by IUS shall be under its own control.

Service Information

In order for us to properly quote, prepare for, plan, and complete the Services, it is necessary that we have sufficient information regarding the site, site conditions, and the services needed (“Service Information”). Customer must provide all Service Information within a reasonable time before the Start Date. IUS may request and Customer must provide Service Information at any time, including from one or more Service Information Sheets. On-site changes in Service Information or the discovery of inaccurate Service Information may result in a change of scope and additional Quotes.

Site Preparation

Customer has the responsibility to sufficiently clear and/or prepare the site where the Services will be provided, including but not limited to, providing access to the site, providing a potable water supply (i.e. metered hydrant), providing an on-site disposal area for material removed or purchasing off-site material removal from IUS for an additional fee, providing information about other crews working in the same area; providing sufficient electrical sources; providing Customer authorized personnel for site preparation and management, and to provide direction; providing space to work; providing lighting (if dark); providing a safe work site in compliance with all local safety laws, insurance requirements, and other safety needs as directed by IUS; provide sanitary facilities, and such other site preparation as directed by IUS.

Unforeseen Conditions

IUS is only obligated to provide the scope of work outlined in the Quote. Open-ended, vague, and ambiguous phrases in the Quote shall be exclusively defined by IUS. No punch list shall be used outside the Quote and final Service Receipt. IUS is not responsible for unforeseen conditions, meaning conditions beyond those stated in the Quote or otherwise not anticipated by IUS (“Unforeseen Conditions”). If IUS’s equipment should fail, for any reason, the Customer shall give IUS reasonable time to replace the equipment and complete the Services.

Services Start Date

IUS strives for a quick and convenient start date to provide the Services, especially in emergency conditions. Services will begin within a reasonable time after Customer obtains all necessary permitting and/or permissions, taking into account weather conditions, the availability of supplies and labor, and related factors (“Start Date”). Customer’s verbal or written, (a) acceptance of the Quote, (b) request for Services, (c) acceptance of IUS on the work site, and/or (d) other similar acknowledgments is unequivocal permission for IUS to enter the work site and provide the Services.

Completion Date

Completion occurs when the scope of work outlined in the Quote is completed and IUS has notified the Customer (“Completion Date”). The Parties recognize that some delays are beyond the control of IUS, including, but not limited to, weather conditions, delivery of materials, Customer directed delays, licensing, and unforeseen conditions. IUS shall not be liable to Customer for any losses, costs, or damages resulting from or arising out of a delay or inability to start or finish the Services by the targeted dates. IUS shall charge Customer an additional fee, above the amount charged in the Quote, at IUS’s hourly rates outlined in the Quote, for all delays caused by Customer or delays caused by personnel or conditions within Customer’s control (“Customer Delays”).

IUS Obligations

IUS strives to be reasonably available during regular business hours or make reasonable efforts to respond to communications within 24 hours during weekday business hours. IUS is committed to exceptional services; notwithstanding, please allow additional response time during periods of inclement weather, increased volume of customer communications, and times when IUS personnel are out providing services. IUS does not guarantee communication using methods and platforms which are not recommended by IUS. IUS will work, as needed, directly with vendors, contractors, subcontractors, engineers, architects, suppliers, and other third parties (“Vendors”), but shall take direction only from the Customer and not Vendors. IUS’s services offered herein are nonexclusive and may be rendered on behalf of others who may be desirous of obtaining similar services from IUS. Failure by you to provide Service Information and approval in a timely manner hereby gives us written consent to use our best judgment in any and all non-specified parts of the Services. IUS shall designate, in its sole discretion, a primary contact person to act as its authorized representative with respect to all matters pertaining to the Services (the “IUS Representative”); and a number of personnel that it deems sufficient to perform the Services set out in each Quote. IUS may replace or remove the IUS Representative and any other personnel providing the services at its discretion.

Customer Obligations

The Customer must designate and maintain one of its employees or agents to serve as its primary contact with respect to the Services and to act as its authorized representative with respect to matters pertaining to the Services (the “Customer Representative”). The Customer Representative shall have the authority to direct IUS and make final decisions regarding the Services, and IUS has the full right to rely on the decisions made by the Customer Representative and will not be liable for the result of those decisions. The Customer Representative will attend all meetings where material decisions are being made. Customer must also, (a) be available for communications, and respond promptly to any reasonable requests from IUS for instructions, information, or approvals required to provide the Services; (b) cooperate with IUS in the scheduling and performance of the Services; (c) contract with Vendors as needed; (d) pay IUS all amounts owed when due; (e) timely provide IUS with accurate and complete Service Information as outlined herein; (f) prepare the site as outlined herein; (g) obtain all required permissions and permits for the Services to be conducted; (h) provide safety at the work site; (i) provide IUS with the name and address of the owner of the property where the Services are being rendered; and (j) take such further actions necessary to support the implementation and completion of the Services and fulfill Customer’s obligations under this Agreement.

Payment of Fees and Expenses

Unless waived by IUS in writing, Customer shall pay the nonrefundable 20% deposit (“Deposit”) on all goods and supplies provided by IUS for the performance of any Service. The Deposit must be paid in full prior to any goods and supplies are ordered. At IUS’s discretion, the first project for all new customers shall be paid by cash or with a credit card, and Customer shall pay the 3% interest amount on the card. All remaining amounts listed for payment in the applicable Quote shall be paid as outlined in the applicable Quote, but not less than within 30 days from the date the Service Receipt (executed or not) is provided to the Customer. IUS may invoice the Customer within this time period. Any other fees or expenses invoiced to Customer shall be paid within 30 days of the invoice date. In the event Customer payment made by check comes back due to insufficient funds a service charge of $75 shall be due from the Customer within seven (7) days from the date the bank rejected the check. If Customer is late in making payment hereunder, Customer shall pay IUS a one-time $450 late administrative fee to cover administrative costs associated with late payments. All late payments shall bear interest at the lesser of the rate of 18% per annum or the highest rate permissible under applicable law. Failure to pay IUS any amount owed is a material breach of this Agreement, and IUS is entitled to suspend the delivery of any Services if the Customer fails to pay any amounts when due. All payments herein shall be made in United States dollars and in methods approved by IUS. In no event will IUS be required to provide a bond. Customer may not hold or fail to remit payment to IUS for any reason. Additional fees will apply for overtime rates, expedited services, emergency call-outs (including nights weekends holidays), Services rendered over an eight-hour period, and Customer Delays.

Term, Termination, and Survival

This Agreement shall commence as of the Effective Date and shall continue until terminated by either Party. Either Party may terminate this Agreement at any time for any reason. If Customer terminates this Agreement after 24 hours following the Effective Date but before the Services are completed, while Services are being rendered, or before IUS is paid in full after completing the Services, it shall pay IUS (i) a one-time termination fee equal to 5% of the total amounts owed under the current outstanding Quotes, and (ii) the cost and expenses of all Services already provided. The rights and obligations of the parties set forth in this section and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Information

Except as directed by law, Customer shall not use for its personal purposes nor divulge, furnish, or make accessible to anyone or use in any way any confidential, secret, or proprietary information or knowledge belonging to IUS. All intellectual property used or developed by IUS on the Project belongs to IUS, except such intellectual property belonging to Customer before the start of the Project. IUS shall take best efforts to ensure the privacy of Project Information but does not guarantee same. Customer understands that the use of electronic technology is not guaranteed to be secure and accepts the confidentiality risks in the use of communication methods. IUS is not responsible for storing or maintaining a copy of Project Information or any other information regarding the Services. Customer is responsible for maintaining its own information.

Use of Likeness and Recordings

Some Services require IUS to record aspects of the services and/or property and IUS may also record the completed Services and/or the process of completing such Services for marketing and training purposes (together “Recording”). IUS owns all Recordings. Customer has received permission from the property owner for all Recordings and consents and authorizes all Recordings and the subsequent uses and displays of the Recordings by IUS ("Permitted Uses"). Storage for the Recordings can be burdensome so IUS regularly deletes Recordings within 45 days; but, IUS may delete and destroy the Recordings at any time and for any reason, or may keep the Recordings indefinitely at its own discretion. Customer forever releases IUS from any and all claims and liability of any kind, arising under any legal or equitable theory whatsoever in connection with any Recording or Permitted Use.

Personnel

IUS is responsible for its own employees. IUS is not responsible for the acts or omissions of any of the other Vendors or their agents and employees who work on the site where the Services are rendered. IUS is not responsible for any damages caused to the property, personal property, or any bodily injury to any persons at or related to the Services, except those caused by IUS’s own employees. Customer and Customer’s affiliated entities, members, or agents shall not independently contract with IUS’s employees, agents, or Vendors without the prior written approval of IUS, which approval may be withheld in IUS’s unrestricted discretion.

Right to Cure

If Customer believes that IUS has breached this Agreement, it must provide IUS notice in writing of such alleged breach, and 60 days for IUS to cure such alleged breach before Customer may take any legal action against IUS. Customer will cooperate with IUS in allowing it to cure the alleged breach within the 60-day cure period.

Truthful Communications

Customer will not say or write anything about the Services that are unrelated to the Services, or that are slanderous, libelous, harassing, abusive, obscene, vulgar, sexually explicit, or are inappropriate regarding race, gender, sexuality, ethnicity, or other intrinsic characteristics, or clearly false or misleading. Customer shall take all corrective action that IUS may direct to take regarding any violation of this section. Any corrective action directed that is not strictly followed in a timely manner will cause continuing harm for which there is no adequate remedy at law, and IUS may obtain a court ordered injunction without posting a bond and without using the arbitration process. This provision is not a “gag clause” and does not restrict Customer from providing a truthful review of IUS, or otherwise truthfully communicating Customer’s experience with the Services.

Force Majeure

IUS shall not be liable or responsible to Customer, 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 out of IUS’s control or caused by or results from acts or circumstances beyond the reasonable control of IUS, including but not limited to, inspection date changes, or Acts of God (car wreck, severe weather, fire, earthquakes, death in the family, sudden injury or illness, civil unrest, war, pandemic, failure of Vendors, restraints of government, etc.).

Warranties

IUS MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

Disclaimers

By signing this Agreement Customer, (a) acknowledges that completion of the Services is not an exact science; (b) understands that, while IUS has recommended the Services no guarantee can be made and no warranties to the result of the Services and the timing of completion are given since the results and timing may vary; and (c) acknowledges that it has not asked for nor received any guarantees or promises as to the results to be obtained or the timing of completion.

Release, Waiver, and Risk Allocation

To the maximum extent permitted by applicable law, Customer waives and releases any claims against IUS, its officers, members, affiliated entities, agents, and employees, for any losses, damages, costs, or expenses arising out of or related to this Agreement, any Quote, any Service Receipt, the work site, or the Services, whether in contract, tort (including negligence), strict liability, or otherwise, including claims for (a) damage to or failure of concrete, asphalt, pavement, base, subgrade, or surface materials (breaking, cracking, spalling, caving, settlement, or collapse), (b) damage to or failure of underground or subsurface utilities, piping, lines, conduits, wiring, fiber, ducts, structures, or appurtenances, (c) resulting water intrusion, flooding, contamination, remediation, drying, restoration, or replacement costs, and (d) delay, disruption, acceleration, standby, loss of use, lost revenue, or lost profits. This section does not waive or release claims to the extent caused by IUS’s gross negligence or willful misconduct. Customer acknowledges that the pricing for the Services reflects this allocation of risk and that Customer is responsible for identifying, marking, locating, protecting, and managing site conditions and existing improvements, including utilities and subsurface conditions.

Limitation of Liability

IUS is not liable to Customer or to any third party for any loss of use, revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not IUS 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 IUS’s aggregate liability arising out of or related to this Agreement or the Services, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total amount paid or payable by Customer for the Services under the applicable Quote.

Indemnification

Customer shall indemnify, defend, and hold harmless IUS, its officers, members, affiliated entities, agents, and employees from and against any and all claims, losses, damages, liabilities, awards, fees, and costs, including attorneys’ fees (“Claims”), brought by Vendors or any third party arising out of or related to this Agreement or the Services, except to the extent such Claims are caused by the negligent acts, errors, omissions, or willful misconduct of IUS. Notwithstanding the foregoing, if the Services are performed in connection with a public agency project or other project subject to Section 725.06, Florida Statutes, then Customer’s duty to indemnify, defend, and hold harmless IUS is limited solely to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Customer and persons employed or utilized by Customer in the performance of the Agreement, and this Section shall be construed and enforced only to the maximum extent permitted by applicable law.

Entire Agreement

This Agreement, including and together with any related Service Receipts, Change Orders, exhibits, other schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Customer warrants and guarantees that this Agreement does not breach any other right, agreement, contract, or document entered into by Customer.

Notices

All notices and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth in the Service Receipt or to such other address that the receiving Party may designate from time to time in accordance with this Section. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail. All Notices to the Customer may also be sent via email, to the email in the Service Receipt, provided that such email has been previously used successfully by the Parties.

Severability and Assignment

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Customer waives any rule of contract construction, law, or legal theory that might cause a provision to be construed against IUS as the drafting party. Neither Party may assign this Agreement within the express written consent of the other Party.

Amendments and Waivers

There will be no oral modification of this Agreement. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in a signed written agreement expressly stating the waiver. A decision by IUS to not exercise its rights related to any part of this Agreement is not a waiver of such rights.

Third-Party Beneficiaries

This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and permitted assigns and no third party. No third party affected by this Agreement or the Services thereto may sue or make claims as a third party beneficiary, except as expressly provided for herein.

Choice of Law

This Agreement and all related documents, including the Quotes and Service Receipts, and all matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of Florida, irrespective of any conflict of laws statutes, rules, and principles to the contrary.

Attorney’s Fees

To the extent permitted by applicable law, the prevailing Party in any dispute arising under or related to this Agreement or the Services will recover, from the non-prevailing Party, its attorney’s fees and costs including attorneys’ fees and costs that are incurred in proving not only entitlement to, but the appropriate amount of, such an award.

Choice of Forum

Each Party agrees to be subject solely to the Jurisdiction and venue of the US District Court for the Middle District of Florida located in Orange County, Florida, or the courts of the State of Florida sitting in Polk County, Florida, and any appellate court from any thereof. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. If the Parties litigate any matter arising out of or relating to this Agreement or the Services, the Parties must make good faith efforts to mediate before trial. Customer AGREES TO WAIVE ALL RIGHTS TO A JURY TRIAL.

Execution

This Agreement may be executed by electronic means and in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. An electronically signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement, and an electronic signature shall have the same effect as an original signature. By signing the Service Receipt, the Customer acknowledge that they have authority to sign this agreement and legally bind the Customer, agrees and acknowledges that it has read this agreement and agrees to be bound by the terms and conditions set forth herein.