ResQ Service Agreement

This Service Agreement (the “Agreement”) is effective as of the Contract Start Date (the “Effective Date”) between ResQ and the Client.

‍IN CONSIDERATION of the mutual covenants contained herein, the parties agree as follows:

1. Definitions
(a) “Data” means all information and data that the Client uploads to or collects or transmits associated with the ResQ Service on the ResQ Platform, including metadata.
(b) “ResQ Platform” means the platform available to the Client by ResQ through the Apple App Store, Google Play store, ResQ website, web-based portals, in-person, via email, text and phone.
(c) “Service Providers” means licensed and insured subcontracted service providers that provide ResQ Services ordered by Client through the ResQ Platform.
(d) “ResQ Services” means the maintenance and repair services, provided to the Client by Service Providers that are delivered on-demand or on a recurring basis.

2. Termination of Services
(a) For non-recurring ResQ Services, this Agreement can be terminated by either parties, without further liability, for any reason and at any time, upon full payment of any outstanding invoices for ResQ Services provided, with a thirty (30) days prior written notice to the other party.
(b) For recurring ResQ Services, which ResQ may facilitate from time-to-time that have a pre-established scope of work which may include services like, but not limited to, HVAC and refrigeration preventative maintenance, waste removal, pest control, cleaning/janitorial services, deep cleaning, window cleaning, grease trap cleaning, draft services (hereinafter, the “Recurring Services”), the Client may be required to opt-in for a defined term from the date such Recurring Service is commenced (the “Term”). ResQ will relay such Term to the Client at the start of the service and the Client will be required to continue such services for the Term. After such Term has been completed, either party can terminate the service by full payment of any outstanding invoices for Recurring Services, with a  thirty (30) days written notice to the other party.
(c) Upon the effective date of termination or expiration of this Agreement, ResQ shall discontinue the ResQ Service and invoice Client for all amounts due, which shall be paid in full by the Client within ten (10) days of the invoice date

3. Service Fees and Payments
(a) ResQ will set rates with Service Providers for ResQ Services, for which Client gives full discretion to ResQ to negotiate on their behalf. For any ResQ Services completed, the Client agrees to pay ResQ in full for all expenses related to labour, parts, travel and others, as it relates to the services provided, plus applicable taxes (“Service Fees”). ResQ will pay the Service Provider for completing ResQ Services once payment is received from the Client. If credit card is provided, ResQ may pre-authorize the Client’s credit card in the amount of up to $300.00 for any ResQ Services, and such pre-authorization shall be fully removed once the payment associated with such services has been received in full.
(b) Client shall pay each invoice by ACH, Wire or credit card within thirty (30) days of receipt of the invoice by Client. Delinquent payments hereunder shall earn interest from the date due until paid at the rate of 3% per 30 day period. 

4. Right to Use ResQ
ResQ retains all right and title, including intellectual property, documentation and other deliverables provided under this Agreement, in relation to the ResQ Platform. ResQ shall own the Data associated with ResQ Services and such Data will be used to create aggregated, anonymized and de-identified Data.

5. Insurance and Warranties
(a) The Client is responsible for obtaining and maintaining levels and types of insurance coverage that are appropriate for its business operations.
(b) All Service Providers are required to hold a minimum of $1,000,000 (each occurrence) in general liability insurance.
(c) All Service Providers are required to execute a service agreement with ResQ that protects ResQ and it’s clients against liabilities or claims from negligence, misconduct or omissions by the Service Providers.
(d) Client acknowledges and agrees that ResQ’s obligation under this Agreement is to use commercially reasonable efforts to cause each ResQ Service to be completed in accordance with the specifications, scope, and schedules agreed upon by both parties, but that ResQ shall not be deemed liable, whatsoever, for any services completed by Service Providers.
(e) Unless otherwise agreed in the applicable ResQ Service, Service Providers provide a thirty (30) day warranty for the exact same issue on labour charges associated with ResQ Services. Parts and equipment are warranted in accordance with the applicable manufacturer’s warranty.

6. Indemnities and Limitation of Liability
ResQ and the Client shall indemnify, defend and hold each other and its partners, directors, officers, and employees, harmless from and against all claims, actions, liabilities, damages, losses, awards, judgments, settlements, proceedings, demands and expenses, including  but not limited to reasonable legal fees, disbursements and court costs, arising out of or resulting from, in whole or in part, by the gross negligence, willful misconduct or omissions of either party. Except for a breach of sections 5 or 6 hereof, in no event shall either party be liable to the other party for special, indirect, incidental or consequential damages, including loss of profits or revenue, however caused. Save and except with respect to either party’s obligations of indemnity for Claims attributable to gross negligence or wilful misconduct`, to which this limitation shall not apply, in no event shall ResQ’s liability to Client with respect to a ResQ Services exceed the Service Fees hereunder with respect to such services.

7. Assignment
Neither party may assign this Agreement or any right under this Agreement, provided, however, that either party may assign this Agreement to an acquirer of all or substantially all of the business.

8. General
(a) The provisions of Sections 2, 4, 5, 6, 7, and 8 hereof shall survive the termination or expiration of this Agreement.
‍(b) This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware.
‍(c) All notices required hereunder will be made in writing to the addresses set in the Order Form.