BRADFORD HOME SERVICES, LLC

TERMS AND CONDITIONS to

SUBSCRIPTION ASSESSMENT AGREEMENT

1. Time of Performance. Service Provider shall perform the Services during Normal Business Hours (as hereinafter defined) when and as specified in Owner’s chosen package, provided that Owner is current on payments for said package.

1. Normal Business Hours. Service Provider’s Normal Business Hours are Monday through Friday 8am through 4pm and the business phone number is (978) 891-2438. Service Provider’s personnel do not attend the telephone outside Normal Business Hours and Service Provider relies on an answering service to forward messages to Service Provider at such times. Service Provider will not be liable for: (a) delays or failures of responding to calls related to Services during any period; (b) Service Provider’s failure to return Owner’s call if Owner has not provided accurate or intelligible return contact information or fails to timely update contact information to Service Provider; (c) failure by Service Provider’s or Owner’s telecommunications systems; and/or (d) delays in responding or reaching Owner’s premises due to weather, traffic, scheduling backups or other causes beyond Service Provider’s reasonable control and/or service call volume. Service Provider shall use commercially reasonable efforts (also subject to any Force Majeure event) to return calls, except calls made by Gold Package subscribers, which will be returned within twenty-four (24) hours. Service Provider may decline to provide services to Owner as contemplated by Agreement, and Service Provider has no obligation or responsibility to justify Service Provider’s declination.

1. Authorization and Acceptance. Homeowner’s signature on the Agreement forms a contract and indicates Owner has read and accepted all terms and conditions of the Agreement, including those incorporated by reference on Service Provider’s website, for Service Provider or its subcontractors to perform the Services indicated at the prices associated with the chosen package, subject to adjustments to which both Owner and Service Provider consent. Homeowner should review this Agreement with, and should seek such advice from, such advisor(s) (legal, financial, and other) as Homeowner deems necessary and appropriate.
2. Scope of Services.(a) As Listed. Service Provider is only responsible for the services included in the selected package as designed by Owner in the Agreement signed by Owner, of which these Terms and Conditions are an integrated part. If Service Provider agrees to provide additional items or services beyond those shown on the foregoing, such additional items or services will be for additional cost(s) and may be subject to additional or different terms.

1. 1. No Responsibility. i. Service Provider will only perform such visual Assessments only as included in the selected package. Service Provider is not providing such Services as a home inspector.

1. 1. 1. Service Provider does not provide utility services such as gas, water or electricity connections to the Location, Owner is solely responsible to arrange with the applicable utility or other provider for any required connections to the Location and billing accounts, if any. Owner is solely responsible for coordinating, when necessary or appropriate, with utility providers.

1. 1. 1. Service Provider is not liable for any loss or damage to persons or property resulting from: inaccuracies in Visual Assessment Report (i.e., no guarantees that the Visual Assessment uncovers all existing conditions); and/or Service Provider’s keeping doors or gates open or closed in the course of Service Provider’s work.

1. 1. 1. Service Provider is not responsible for, or liable for, not addressing and/or repairing any condition(s) or concern(s) identified in Visual Assessment Report. Owner is solely responsible for determining whether or not to address and/or repair any condition(s) or concern(s) regarding the Location and by whom such address or repair should be made.

1. 1. 1. Service Provider is not responsible for any use, misuse, or misinterpretation by Owner and/or third-parties of the Visual Assessment Report. Any reliance or use on Visual Assessment Report in any way, is at sole risk of user.

1. 1. Subcontractors. When Service Provider determines it is advisable, in Service Provider’s sole discretion, Service Provider may obtain services from subcontractors and/or other third parties as a supplement when Service Provider’s resources are limited. Owner will pay for those subcontractors’ services as part of Service Provider’s services.

1. NO WARRANTIES.  THE SERVICES BEING PERFORMED HEREUNDER BY SERVICE PROVIDER ARE WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, IT BEING THE INTENTION OF SERVICE PROVIDER AND OWNER EXPRESSLY TO NEGATE, DISCLAIM AND EXCLUDE ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE SERVICES EFFECTED HEREBY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW.  BY THE SIGNING OF THE SUBSCRIPTION ASSESSMENT AGREEMENT, OWNER ACKNOWLEDGES AND AGREES THAT SERVICE PROVIDER HAS NOT MADE NOR IS SERVICE PROVIDER MAKING ANY WARRANTIES OR REPRESENTATIONS OF ANY NATURE, WHETHER EXPRESS OR IMPLIED, AND THAT ALL SUCH SERVICES ARE BEING PERFORMED ON AN “AS IS” “WHERE IS” BASIS TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW.

1. Owner’s Premises and Property. (a)Affirmation. By Owner’s signature on the Agreement, Owner affirms that:

1. Owner has legal control over the Location and is authorized to request, and agree, to terms of the Agreement;

1. Owner authorizes Service Provider to enter the Location, including any common areas of multi-family dwellings, for purposes of performing the Services. If Owner is not the occupant of the Location, Owner shall cause the occupant(s) to permit Service Provider’s access. If Owner is a landlord, then Owner hereby authorizes Owner’s tenant or any other person lawfully present in the leased premises to act as Owner’s agent to authorize Service Provider to access the Location and perform Services for Owner, to accept performance of those Services, to authorize a method of payment for them, and otherwise exercise any authority Owner has under the Agreement. If Owner is a tenant, Owner has been authorized by the landlord to grant us access and to perform accept performance of Services pursuant to this Agreement; and

1. The Location and all systems and components to be inspected by Service Provider is free of any encumbrances, hazardous materials, health, and conditions which are judged in Service Provider’s sole discretion to be unsafe or of significant risk of personal injury during normal day-to-day use due to damage, deterioration, improper installation, or a chance in the accepted residential construction standards, such that the Service Provider determines in its sole discretion may jeopardizes the Service Provider (collectively, “Safety Hazards”)

1. 1. Required Adult Presence. An adult over the age of 18 must be present (“Required Adult Presence”) to grant access and/or authorization at the time of the Services. Failure of a Required Adult Presence to meet the Service Provider at the pre-arranged scheduled time will not entitle Owner to a rescheduled appointment and Owner is responsible for costs and expenses specified exclusively in this Agreement.

1. 1. Ready for Routine Assessment. Except with respect to items Owner has asked Service Provider to perform Visual Assessment with respect to Homeowner’s selected package, Owner affirms that all systems and components in Owner’s premises that Service Provider may access for purposes of performing the Services, to the knowledge of Owner, are in good repair and working condition and Owner has, where necessary or appropriate, contacted all appropriate utilities providers and other third party(ies) which may be affected by the Visual Assessment(s).

1. 1. Owner’s Responsibilities (i) Compliance.  The Owner or Owner’s representative of the Location is responsible for compliance with zoning, historical, and other regulatory programs applicable to the Location. Before Service Provider commence performing Services, Owner shall inform Service Provider of any such applicable requirements, and Service Provider may postpone commencement of Services if, in Service Provider’s sole judgment, further steps must be taken to comply with them. Service Provider will have no liability for failure of the Location or Service Provider’s Services to comply with these requirements unless Owner have notified us of them.

1. 1. 1. Owner shall remove or protect any personal property, inside or outside the Location where Services are to be performed, including carpets, rugs, antiques, fragile items, shrubs and plantings, and Service Provider will not be liable for damaging them.

1. 1. 1. Service Provider is not responsible for repairing any defective conditions unless otherwise agreed in subsequent writing signed by Service Provider and Homeowner.
      2. A. Owner hereby indemnifies and holds harmless Service Provider and affiliates, individually and collectively, for any and all expenses, losses or damages that Service Provider or others incur arising from: (1) damage or injury to persons or property in, on, or around Location where Services are provided; (2) conditions violative of law, rules, regulations, and codes federal, state, and/or local; (3) Owner’s failure to promptly notify all necessary utility(ies) or other third party(ies) affected by Services; (4) any claims by Owner’s tenants or licensees or any other non-party with respect to the Services ; (5) collecting monies due from Owner hereunder; (6) actions taken by Service Provider acting on any information or other directions provided to Service Provider by Owner; (7) actions or inactions of Owners, his/her invitee(s), licensee(s), animals, and/or pets; (8) any and all matters covered by Owner’s and/or renter’s insurance, as the case may be; and (9) lack of adult presence for each Visual Assessment, misrepresentation, including without limitation, regarding access, any defective system or condition, and all other matters contained herein, all to the maximum extent not prohibited by applicable law.

B. Further, to the fullest extent not prohibited by law, the Owner hereby indemnifies and holds harmless Service Provider and its affiliates, individually and collectively, from and against all claims, damages, losses, expenses, legal fees or other costs, including claims for personal injury, wrongful death, or property damage for: (1) known, but not disclosed facts regarding the Location and/or condition of the Location and/or access to Location; (2) resulting from: (aa) any breach of Owner’s representations, responsibilities, and/or covenant under the Agreement; (bb) actions or inactions (including without limitation, physical or verbal abuse or other aggressive or uncooperative behavior) of Owner, his/her invitee(s), licensee(s), animals, and/or pets; (cc) any and all matters covered by Owner’s homeowner’s and/or renter’s insurance, as the case may be, (dd) damage or injury to persons or property in, on, or around the Location; (ee) collecting monies due from Owner hereunder, including without limitation disputing any Scheduled payment or authorization method of such Payment(s); (ff) any and all issues or matters arising from, in connection with, or related to any emergency services provided; (gg) any and all issues or matters arising from, in connection with, or related to findings as set forth in the Visual Assessment Report; and/or (hh)use of Visual Assessment Report other than as specifically authorized under Agreement.

1. Taxes. Owner is responsible for payment of all sales and similar taxes, whether or not included in the Agreement and/or invoice, if any. Although it is Service Provider’s current policy to include sales and similar taxes in Service Provider’s pricing, if Service Provider do not, then Service Provider may add to Service Provider’s invoice the amount of taxes, however designated, levied or based on Service Provider’s charges or in the Agreement, or on the Services rendered pursuant to the Agreement.

1. Default and Remedies. (a) Default by Owner. Owner will be deemed in default under these terms and conditions if: (i) Owner fails to make timely payment for any Services when and as provided in the applicable Agreement; (ii) a payment method Owner has previously authorized fails to make payment when due and Owner has not provided an alternative payment method to pay the amount due then due and due in future within five (5) days of Service Provider’s notice to Owner of the failure of the original payment method; (iii) any misrepresentation by Owner or assertion inconsistent with the representations made by Owner in connection with Services; (iv) assert a claim against Service Provider inconsistent with the terms herein; and/or (v) Owner fails to perform any obligation under this Agreement and Owner has not corrected that failure to Service Provider’s reasonable satisfaction within ten (10) days after Service Provider’s notice to Owner of that failure.

1. 1. Service Provider’s Available Remedies. If Owner is in default, then in addition to pursuing any other remedy specifically provided in this agreement, Service Provider may: (i) cease to perform any Services until the default has been remedied; (ii) suspend or terminate the agreement upon notice to Owner as set forth in the Agreement; (iii) retain any Monthly Fees Owner has already paid; (iv) charge, if applicable, a late payment fee of 1.5% of the unpaid amount due for each month or portion of a month the amount remains unpaid; (v) charge the payment method on file for the full amount of Owner’s Monthly Fee for selected package for the month in which the default occurred, regardless of whether any Services have been performed. Under those circumstances, Service Provider may charge the payment method Owner has authorized for Services for that balance, without further authorization from Owner; and/or (vi) charge Owner’s account and add to any claim Service Provider makes the reasonable amount of Service Provider’s costs of collection and pursuing the claim, including among other things the reasonable fees and disbursements of Service Provider’s attorneys and a reasonable allocation of Service Provider’s internal overhead costs.

1. Limits of Liability.

(a) Maximum Liability.Service Provider’s liability to Owner for any claim Owner assert against Service Provider, and for which Owner prevails in a court of competent jurisdiction after exhausting all appeals, will be limited as follows: (i) Service Provider’s maximum liability, where the claim, for example for bodily injury or property damage, is covered by Service Provider’s insurance, to the amount of that insurance as and when paid by the insurer, plus Service Provider’s deductible; and (ii) Service Provider’s maximum liability for Services is to the amount of the lesser of fees Owner has paid for the Services involved in the claim or insurance coverage carried by Service Provider available to cover the claim.

(b) Avoidance of Doubt. Notwithstanding anything to the contrary, Service Provider will have no liability other than as provided in subparagraph (a) immediately above and no liability for losses Owner incurs for lost profits, loss of use, loss or impairment of credit, increases in Owner’s cost of utilities, taxes, other operating costs of Owner’s property, or any liability Owner incurs to third parties (including among other things governmental fines and other charges).

1. 10.Force Majeure. Except with respect to non-payment of amounts due for Services rendered for which Agreement is based, a party (that is, Owner or Service Provider) will not be liable for any damage or loss occasioned by failure of performance attributable to acts, events or causes beyond that party’s control to the extent that they wholly or partially prevent performance by that party, which the parties acknowledge such circumstances beyond a party’s control may include, among other things, war, riot, rebellion, civil disturbances, any strike, lock-out, labor disturbances, power failures, failure of telephone lines and equipment, failure or delays of transportation, flood, storm, fire and earthquake or other acts of nature, act(s) of God, explosion, acts of terrorism or other public enemy(ies), sabotage, embargoes, acts of civil or military officials, accidental or malicious damage, breakdown in machines, failure of supplier to supply, other casualty, accident, delays in transportation, shortage of fuel, labor, or material, pandemic, epidemic, or any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority. The affected provisions and other requirements of this Agreement will be suspended during the period of such disability and the affected party will not have any liability to the other on account of the suspended duties other than by reason of breach or nonfulfillment of its obligations in this section. The affected party will use reasonable efforts to remove its disability as soon as and to the extent reasonably possible and to assist the other party in finding other persons to provide any affected services during the period of disability.

1. Standards. Service Provider will perform all Services pursuant to the standards of practice as set forth in applicable law.

1. Statutory Cancellation. Where the Massachusetts Consumer Protection Law (the “Act”) applies, Owner may cancel the Subscription Agreement and the selected package provided Owner sends to Service Provider the attached Notice of Cancellation in writing at 55 Hoyt Road, Bradford, MA 01834 by ordinary mail posted, by telegram sent, or by hand delivery not later than midnight of the third business day following the signing of the Agreement with a full refund of all amounts then paid, except as otherwise permitted by law, (“Statutory Cancellation”).

1. 13.Assignment. Service Provider may assign or transfer this Agreement and the associated selected package to any party(ies), upon which Service Provider will give Owner notice within 30 days following the assignment or transfer. Owner may not assign or transfer this Agreement and the associated selected package to any party(ies) without prior written consent from Service Provider.

1. Further Assurance. Each party hereto agrees to cooperate in all reasonable respects necessary to consummate the transactions contemplated by this Agreement, and from time to time to do such acts and things and execute and deliver such documents and instruments as may reasonably be required in order to implement the transactions contemplated hereby.

1. Privacy/Data Security/Records Retention. Owner and Service Provider shall keep and maintain any and all personal identifiable information (“PII”) communicated in connection with this Agreement secure and confidential to the extent practicable and reasonably feasible consistent with applicable data security laws. Promptly upon termination of the Agreement, Service Provider will destroy all files and records in its possession, including all Visual Assessment Reports Service Provider may have prepared for Owner.

1. Waiver. A waiver of the breach of any term or condition of this Agreement by Service Provider shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition.

1. Severability. If any provision of this Agreement shall to any extent be held invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect.