TERMS AND CONDITIONS

1. Contract Documents. The Contract Documents include: (a) the Proposal and any drawings, plans and specifications for the work set forth in the Proposal; (b) these Terms and Conditions; (c) any addenda or Change Orders; and (d) the Exclusive Limited Warranty attached hereto. The Contract Documents form the entire and integrated Contract between Customer and Innovative Installations (“II”) and supersede all prior negotiations, representations, or agreements, written or oral.

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2. The Work. II shall perform the Work in accordance with the Contract Documents, manufacturer’s specifications, and applicable law. II shall have sole control over means, methods, techniques, sequences and procedures to complete the Work. Unless otherwise provided in the Contract Documents, II shall provide and pay for all labor, materials, supplies, tools, equipment, and machinery reasonably necessary to complete the Work. Some variation may occur in color, texture and planes of materials. II may substitute similar materials if specified materials are unavailable. II does not evaluate venting and circulation systems. II may utilize subcontractors, vendors, suppliers, or others who are not a party to this Contract to provide labor, services, material, equipment, or machinery in connection with the Work. Neither the Work, nor the contract price, includes any governmental permit, service, or access charge. A labor warranty of 6 months shall be given, unless additional warranty is purchased prior to install date.

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3. Changes. II shall be entitled to a Change Order increasing the contract price upon the occurrence of any of the following: (a) Customer requested or ordered changes in the scope of the Work, including selection of materials not specified in the Proposal; (b) discovery by II of any deteriorated materials (i.e., decking, fascia boards, roof jackets, ventilators, flashing, etc.), hidden damage or the need for repair or replacement of any condition not specified for repair or replacement in the Contract Documents; (c) any additional work required by government inspectors to make the existing structure code compliant; or (d) any of the contingencies set forth in Paragraph 4 occur and result in additional costs to complete the Work. If the parties cannot agree on the amount of the Change Order, the Customer shall pay II at the unit prices set forth in the Proposal, or where there are not unit prices, on a time and materials basis, plus overhead and profit, for the changed work, which amount shall be added to the contract price.

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4. Estimated Start and Completion Dates. Customer acknowledges that the Estimated Start Date and Job Duration provided in the Proposal are estimates only and are based on the expected and usual performance of the Work during normal daytime working hours, Monday – Friday. II cannot guarantee that it will complete the Work within the estimated Job Duration. In no event shall II be responsible for any damages caused by a failure to complete the Work within the estimated Job Duration. Contingencies that could affect the completion time of the Work include: (a) adverse weather, (b) unforeseen site conditions, (c) unusual building construction, (d) natural disasters or other acts of God, (e) war or acts of terrorism, (f) disputes over boundaries or title, (g) strikes or labor disputes, (h) unavailability of materials or laborers or subcontractors, (i) delays in previously scheduled projects, (j) unavailability of permits, (k) changes in laws or codes not reasonably foreseeable, (l) fire or other casualty, (m) special requirements from governing bodies, (n) changes in the Work, or (o) other causes not the fault of II that impact the progress of the Work.

5. Contract Price and Payment Terms. Customer shall pay II the contract price in installments upon completion of each division of work (roofing, gutters, insulation, etc.) or as otherwise set forth in the Proposal. Determination of the balance due and the date of completion are solely the responsibility of II. Interest shall accrue at 4.5% per month on all amounts unpaid after thirty (30) days. If any balance remains, as solely determined by II, II may remove any/all provided materials from jobsite, even if installed. The customer accepts all liability from any damages that may occur from there to their home, or property. A $50.00 service fee will be charged for any returned check. The making of final payment by Customer constitutes a waiver of all claims against II, except for claims arising under the Exclusive Limited Warranty attached hereto.

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6. Parties and Insurance Coverage. The parties to this Contract are Customer and II. This Contract does not create any relationship between Customer and any other entity. Customer understands that other companies related to II may provide Customer with proposals and Customer may enter into separate contracts with those entities. The terms of this Contract do not control those relationships and any other contracts Customer may enter into with those entities do not affect the terms of this Contract. Nothing in this Contract creates a third- party beneficiary relationship. Additionally, Customer may have insurance that provides coverage for the Work. II does not and cannot guarantee that Customer ’s insurer will provide coverage or pay the contract price in whole or in part. Customer understands and acknowledges that its insurer is not a party to this Contract and that Customer is responsible for paying for the Work regardless of whether its insurer provides coverage. If there is insurance coverage for the Work, Customer agrees to promptly pay to II any proceeds received from such insurance on account of the Work up to the amount of the contract price as amended by Change Order. If the insurance proceeds are insufficient to cover the entire contract price for any reason, including, but not limited to, insufficient coverage, coverage decisions by the insurer, or deductibles, depreciation or penalties applied by the insurer, Customer agrees to pay II for the Work. Neither II, nor any subcontractor, vendor, supplier, or other person or entity who is not a party to this Contract, may initiate or pursue a claim with Customer ’s insurance company. If applicable, these Terms and Conditions shall be considered intellectual property of II, and may or may not be submitted to carrier.

7. Customer ’s Obligations and Commitments. Customer shall: (a) grant free access to work areas for workers and vehicles; (b) allow storage of materials on Customer ’s property; (c) keep driveways clear and available for movement and parking of vehicles during normal working hours, including removal of ice and snow; (d) supply, electric, water, and utilities; (e) arrange for identification of underground utilities before II performs any digging; and (f) remove, protect, or secure all satellite dishes, solar panels, sky lights, and other exterior and interior personal property (e.g., lights, flowers, wall hangings, etc.) before the Work begins. Customer shall hold II harmless from any and all damage to Customer ’s personal property, including but not limited to interior fixtures, drywall, plaster wall construction, and decorations, unless caused by II’s negligence. II shall not be responsible for realigning satellite dishes or solar panels. The Work may require the use of dumpsters, heavy equipment vehicles, and construction equipment on Customer ’s property. Customer holds II harmless from any damage to Customer ’s property caused by weight or movement of such dumpsters, vehicles, or equipment or any damage or injury caused by debris remaining on Customer ’s property after completion of the Work. II shall not be expected to keep gates and doors closed, and Customer shall hold II harmless from claims arising therefrom. Excess construction material shall remain II’s property. Customer shall hold II harmless from pre -existing conditions on the property discovered during completion of the Work. Performance under this Contract is contingent upon strikes, accidents, or other delays beyond II’s control. The Contract price may be adjusted due to material or labor price increases caused by unforeseen problems arising after the Work has begun, market supply shortages, or unusual spikes in market demand. II is not responsible for removing hazardous material (e.g., lead paint or asbestos) from Customer ’s property and may stop Work until it is removed. Customer agrees to hold II harmless from damages cause by mold, fungus, or biological material. Customer agrees to indemnify and hold II and its employees harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against II arising out of any breach by Customer of these Terms and Conditions or other liabilities arising out of Customer ’s negligent acts or omissions. 

8. II’s Rights. Customer may not, under any circumstances, withhold amounts, claim an offset, or unilaterally attempt to charge other amounts to II. Customer ’s failure to tender the full balance due upon notification of completion is a default of Customer ’s obligations. If Customer fails to make a payment or commits any other breach of the obligations under this Contract, II may immediately stop the Work and, upon seven (7) days’ written notice to Customer, terminate this Contract and recover payment for Work performed, all other costs, damages or expenses, including reasonable attorneys’ fees and other costs and expenses of collection, and the anticipated pro t on the balance of the Work not completed. II may terminate this Contract for any reason, including for II’s convenience, upon seven (7) days’ written notice to Customer, and may recover from Customer payment for Work performed. If II’s termination for cause is later found to be wrongful or without cause, such termination shall be considered a termination for convenience.

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9. II Liability. II warrants that the Work will comply with Innovative Installations’ Exclusive Warranty attached hereto. II expressly disclaims any and all other warranties, whether express, implied, or oral, including any implied warranties of merchantability, habitability, workmanship, or fitness for a particular purpose. Customer expressly waives any special, indirect, incidental or consequential damages, including, but not limited to, delay, disruption, loss of product, loss of anticipated profits, or revenue, loss of use of equipment or property, non -operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment systems or power. Customer ’s sole remedy against II for any claim or cause of action arising out of or relating to the Work (whether under theories of breach of contract, breach of warranty, negligence, tort, or other theory) is a claim under the Exclusive Limited Warranty attached hereto. Customer expressly waives all other rights and remedies. All warranties set forth in the Exclusive Limited Warranty are conditioned upon Customer paying II in full for the Work. The liability of II and II’s employees, subcontractors, and consultants to Customer shall not exceed the lesser of $10,000 or the amount actually paid by Customer to II pursuant to this Contract, regardless of the legal theory.

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10. Dispute Resolution. If a dispute arises concerning the Work or money due II, the method of binding dispute resolution shall be arbitration or litigation, at II’s sole election. If II elects arbitration, Customer consents to such arbitration as the exclusive form of binding dispute resolution, which arbitration shall be held in Indianapolis, Indiana, under the Construction Industry Arbitration Rules of the American Arbitration Association (AAA) or the Alternative Dispute Resolution (ADR) of the Better Business Bureau (BBB) at II’s sole discretion. In either arbitration or litigation, II shall be entitled to recover its costs related to such a dispute, including reasonable attorney’s fees, if II prevails.

11. Right to Cancel. Customer may cancel this Contract at any time before midnight on the third business day after the later of the following: (a) the date this Contract is signed by Customer and II; or (b) if applicable, the date Customer receives written notification from its insurance company of a final determination as to whether all or any part of Customer ’s claim or this Contract is covered under Customer ’s insurance policy. See attached notice of cancellation form for an explanation of this right.

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12. Customer Inquiries. Customer problems or inquiries may be directed to II’s customer service department at the phone number, address, or email address set forth on the Proposal.

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13. Miscellaneous. This Contract shall be construed and interpreted according to the laws of the State of Indiana. Customer agrees that he/she has read and understands the written terms of this Contract. Customer agrees that the written terms of this Contract define the relationship between Customer and II. Customer further agrees that Customer is not relying upon any statements, advertisements, or representations not explicitly included in this Contract. If any of these Terms and Conditions should be determined to be invalid, illegal, or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.