This Master Service Agreement (the “Agreement”) constitutes a legally binding agreement between Planet Geek LLC, an Arizona limited liability company (“Company”), and any person or entity (the “Client”) that purchases, requests, authorizes, or receives the Services (as defined below), or executes or electronically accepts any Statement of Work, proposal, estimate, change order, credit card authorization, ACH authorization, work authorization, or similar document referencing this Agreement (each, an “SOW”).  This Agreement is published online as Company’s master service agreement and is incorporated by reference into each SOW.  In the event of any conflict between this Agreement and an SOW, the SOW shall control.  By electronically signing an SOW, clicking “I Agree,” checking a consent box, authorizing payment, approving a proposal or change order, or otherwise requesting or accepting the Services, Client agrees to be bound by this Agreement as of the earlier of the date Client accepts an SOW or first receives or authorizes the Services (the “Effective Date”).   Company and Client may be referred to herein individually as a “Party,” and collectively, as the “Parties.”   

WHEREAS, Client desires to engage Company to provide technology integration, design, procurement, installation, programming, configuration, maintenance, support, consulting, and related products and services for residential, commercial, and/or multi-dwelling properties, as more fully described in the applicable SOW (together with any additional SOWs, change orders, or other documentation relating thereto, the “Services”); and  

WHEREAS, Company agrees to provide the Services in accordance with the terms and conditions of this Agreement and the applicable SOW.  

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 

1. THE SERVICES

1.1 The Services.  Company agrees to provide Client with the Services.  Client agrees that Company is responsible only for providing the Services specifically set forth in an SOW, and Company shall not be responsible for providing any services, support, consulting, advisory services, or other obligations not expressly set forth in an SOW.  Without limiting the foregoing, Services may include, as applicable, technology system design, equipment procurement, installation, configuration, programming, integration, testing, training, and related services, solely to the extent expressly described in the applicable SOW.  Company shall have no responsibility for work performed by third parties, including without limitation general contractors, electricians, internet service providers, or other trades, unless expressly set forth in the SOW.   

1.2 Alteration of Services.  The Parties may modify the Services set forth in the SOW to include or delete Services, provided that any change to the Services is agreed to in writing by the Parties.  Company shall have no obligation to perform Services in connection with any change to the scope of Services until the Parties have agreed upon the effect of such change in the applicable fees.   Any such modification shall be documented in a written change order (which may be approved electronically), and may result in adjustments to pricing, scheduling, materials, and completion timelines.  Company may suspend performance of affected Services until such change order is approved.     

1.3 Acceptance of Services. Client shall be deemed to have accepted any Services provided by Company unless Client provides written notice specifying any claimed deficiencies within five (5) business days following substantial completion or completion walkthrough (if applicable).  Company may notify Client when the Services, or any phase thereof, are substantially complete and ready for walkthrough, testing, or turnover, and Client shall promptly conduct such review.  Failure to provide written notice within such five (5) business day period shall constitute acceptance.  Punch list items or minor adjustments that do not materially impair the intended use of the system or project shall not delay acceptance or final payment.  Client’s use of the system or occupancy of the project area shall also constitute acceptance to the extent of such use or occupancy.  

1.4 Post-Completion Services; Additional Work.  Unless otherwise expressly included in the applicable SOW, any post-completion services, including service calls, maintenance, troubleshooting, reconfiguration, additional training, or return visits, shall be billed at Company’s then-current rates.  Company may offer separate maintenance or support plans under additional SOWs or agreements. 

1.5 Client Responsibilities. Client shall (a) provide Company with safe and reasonable access to the project site during normal working hours; (b) ensure that all required utilities, including electricity, internet connectivity, and power, are available and operational; (c) coordinate with all third-party contractors, including general contractors, electricians, and internet service providers; (d) ensure the site is safe, prepared, and ready for installation; (e) remove or protect personal property within the work area; and (f) secure pets and ensure that children and other occupants do not enter active work areas. Client shall be solely responsible for any delays, additional costs, or damages arising from failure to meet these obligations. 

Client shall ensure that all work areas are fully cleared of furniture, personal belongings, décor, and other obstructions prior to Company’s scheduled arrival date. Company shall not be obligated to begin or continue work until the applicable work areas are cleared and accessible, and any delay resulting from Client’s failure to clear the work area may result in rescheduling fees, remobilization charges, or schedule extensions. 

Client shall ensure that a responsible individual who is at least eighteen (18) years of age is present at the project site during all scheduled work hours to provide access to the premises and to authorize any necessary decisions. Client shall also ensure that such an individual is available to participate in any completion walkthrough, testing, or turnover process. Company shall not be obligated to begin, continue, or finalize work without an authorized adult present, and any resulting delays shall be the sole responsibility of Client. 

1.6 Pre-Existing and Concealed Conditions. Client acknowledges that installation and integration services may involve interaction with existing structures, wiring, network infrastructure, or systems that may be outdated, improperly installed, non-compliant, or otherwise defective. Company shall not be responsible for any pre-existing conditions or defects not reasonably discoverable prior to performance of the Services. If such conditions are discovered, Company may suspend affected Services and issue a change order for any additional work, cost, or time required. 

1.7  Permits; HOA; Regulatory Compliance. Client shall be solely responsible for determining whether any permits, approvals, or consents (including, without limitation, homeowners’ association (HOA) approvals or surveillance-related consents) are required in connection with the Services and for obtaining the same, unless otherwise expressly agreed in writing. If Client directs Company to proceed without obtaining such approvals, Client assumes all risk and shall defend, indemnify, and hold Company harmless from any resulting claims, fines, penalties, removal requirements, or liabilities. 

1.8  Equipment and Material Substitution. If specified equipment or materials become unavailable due to supply chain issues, manufacturer discontinuation, or other causes beyond Company’s control, Company may substitute commercially reasonable equivalent products. Any resulting cost or schedule adjustments shall be addressed through a change order. 

1.9  Jobsite Safety. Client acknowledges that installation areas may contain hazardous conditions. Client and its guests shall not enter active work areas without Company’s consent. Company shall not be responsible for injuries or damages resulting from unauthorized access to such areas. 

2. TERM AND TERMINATION

2.1 Term.  This Agreement shall be effective upon the Effective Date and shall remain in effect until terminated in accordance with this Section 2; provided, however, that each SOW shall remain in effect in accordance with its terms unless earlier terminated as provided herein (the “Term”).   

2.2 Termination.  Client may cancel any scheduled Services or applicable Statement of Work (“SOW”) upon not less than forty-eight (48) hours’ prior written notice to Company. Any refunds, if applicable, shall be issued solely at Company’s discretion. 

After commencement of any Services, Client may terminate the applicable SOW or this Agreement for convenience upon written notice; provided, however, that Client shall remain fully responsible for and shall promptly pay all amounts accrued through the effective date of termination, including without limitation (i) all Services performed, (ii) labor incurred, (iii) equipment ordered or procured, (iv) non-cancellable or non-refundable materials, (v) restocking fees, (vi) demobilization and remobilization costs, and (vii) any other costs or expenses incurred by Company in connection with the Services. 

Client may terminate this Agreement or any SOW upon written notice in the event of a material breach by Company that remains uncured for ten (10) days following written notice thereof. 

Company may terminate this Agreement and/or any SOW only upon written notice in the event of Client’s material breach, including without limitation (i) failure to make any payment when due, (ii) any attempted chargeback or payment reversal, or (iii) failure to provide required cooperation, access, or site readiness necessary for performance of the Services. In such event, Company shall be entitled to immediate payment of all amounts then due and owing, including all amounts described above. 

Company may suspend performance of the Services, without liability, if Client fails to make timely payments, fails to provide reasonable cooperation or site access, if site conditions are unsafe or not ready, or if required third-party work has not been completed. 

Termination of this Agreement shall not, by itself, terminate any SOW already in effect unless expressly stated in such notice or otherwise terminated in accordance with this Agreement or the applicable SOW. 

Client may terminate any recurring or subscription-based Services upon written notice to Company at any time; provided, however, that such termination shall become effective as of the end of the then-current billing cycle or renewal period. No refunds, credits, or prorations shall be provided for any prepaid or unused portion of the subscription term. Subscription Services shall remain active and continue to be billed through the end of the applicable billing period, after which such Services shall terminate.   

2.3 Termination of Service.  Upon termination of this Agreement or any SOW for any reason, Services not yet performed may be cancelled, and Company shall have no further obligation to perform terminated Services; provided, however, that Client shall remain responsible for all Fees and other amounts accrued through the effective date of termination, including without limitation payments for Services performed, products ordered or procured, restocking fees, storage fees, demobilization costs, and any other amounts due under the applicable SOW or this Agreement.  Any provisions of this Agreement which by their nature should survive termination (including without limitation payment obligations, limitation of liability, indemnification, and confidentiality) shall survive.   

3. 3. COMPENSATION; PAYMENT TERMS

3.1 Fees.  In consideration for the Services, Client shall pay to Company the fees, deposits, milestone payments, progress payments, and other amounts outlined in the applicable SOW (the “Fees”).  Fees shall be due and payable in accordance with the timing set forth in the applicable SOW, which may include upfront deposits, payments upon equipment procurement, milestone payments, progress payments, or payment upon substantial completion.  All Fees are non-refundable under any circumstances.  Company may require payment in full or in part prior to ordering equipment, scheduling Services, or continuing performance.   

3.2 Payment Authorization; Charges.  Client authorizes Company to collect, store, and charge credit card, ACH, or other payment information provided by or on behalf of Client for all Fees and other amounts due under this Agreement and any SOW, including without limitation deposits, milestone payments, progress payments, change orders, equipment purchases, service calls, subscription fees, and amounts due upon substantial completion. 

For project-based Services, Fees shall be charged in accordance with the payment schedule, milestones, or other triggering events set forth in the applicable SOW, and may be processed upon or after the applicable due date or milestone completion. 

For any recurring or subscription-based Services, Client authorizes Company to automatically charge the designated payment method on a recurring basis (e.g., monthly) for all applicable subscription Fees and related charges, without further notice, unless otherwise specified in writing. Such authorization shall remain in effect unless and until revoked by Client in writing, provided that any revocation shall not relieve Client of any outstanding or accrued payment obligations and may result in suspension or termination of Services. 

Company may, in its discretion, accept or require particular payment methods, including credit card or ACH, and may update or require updated payment information as a condition of continuing Services. 

Failure to timely pay any Fees when due shall result in Company’s immediate right, without liability, to suspend or cease Services, withhold delivery of equipment, delay scheduling, or terminate the applicable SOW or this Agreement, without any obligation to continue performance. 

Client expressly agrees not to initiate any chargeback, payment reversal, or similar dispute with respect to any Fees, and any such attempt shall constitute a material breach of this Agreement. 

In the event of any payment dispute, Client shall first provide written notice to Company describing the dispute in reasonable detail and shall timely pay all undisputed amounts pending resolution of such dispute. 

Company reserves all rights available under applicable law, including the right to file a mechanics’ and materialmen’s lien or similar claim against the property in the event of non-payment for Services, labor, equipment, or materials provided. 

3.3 Late Payments; Collection Costs.  Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, from the due date until paid in full.  Client shall be responsible for all costs of collection incurred by Company, including without limitation reasonable attorneys’ fees, court costs, and collection agency fees.  

3.4 Additional Charges; Delays.  Client acknowledges that delays caused by Client, lack of site readiness, rescheduling, postponed installations, or other circumstances outside Company’s control may result in additional charges, including without limitation storage fees, remobilization fees, delay fees, or additional labor charges, as reasonably determined by Company or as set forth in the applicable SOW.  

Any suspension of Services due to Client default or site conditions shall entitle Company to an extension of time and reimbursement for any resulting costs, including without limitation demobilization, remobilization, storage, rescheduling, and increased labor or material costs. 

4. 4. CONFIDENTIALITY; PRIVACY  

4.1 Confidentiality.  Subject to the other terms and conditions of this Agreement, as a result of this Agreement and the ongoing relationship of the Parties, the Parties may have access to or acquire knowledge of confidential and proprietary information concerning the other and the other’s business (the “Confidential Information”), and each Party agrees to treat the Confidential Information as confidential.  For the avoidance of doubt, Company’s systems, designs, proposals, configurations, documentation, pricing, methodologies, installation practices, and all related intellectual property and materials provided in connection with the Services shall constitute Confidential Information of Company.  All Confidential Information shall remain solely the property of the disclosing party, and the recipient shall maintain and protect the confidentiality of such Confidential Information with the same degree of care used to protect its own confidential information, but in any event, no less than a reasonable degree of care.  The recipient shall not use, reproduce, distribute, disclose, or otherwise exploit the Confidential Information for any purpose other than as expressly permitted under this Agreement.  The Parties acknowledge that any breach of this Section may cause irreparable harm to the disclosing party for which monetary damages would be inadequate.  Accordingly, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive. 

4.2 Privacy.  Company collects and uses personal information in accordance with its Privacy Policy, which is incorporated herein by reference, and may collect basic contact information (such as name, email address, and phone number) and information related to the Services or inquiries, and may share such information with service providers or third parties as reasonably necessary to perform the Services, process payments, or operate its business; Company may also disclose information as required to (a) comply with applicable law or legal process, (b) enforce this Agreement, (c) protect Company’s rights, property, or safety, or that of its clients or others, or (d) prevent fraud, security issues, or other harmful activity.  Client acknowledges that Company may also use aggregated, anonymized data relating to its operations and services for internal business purposes, provided such data does not identify Client.    

5. 5. TITLE

5.1 Ownership of Systems; Company Intellectual Property.  Except as otherwise expressly set forth in the applicable SOW, title to equipment purchased by Client and fully paid for shall pass to Client upon installation or delivery, as applicable; provided, however, that all intellectual property, software, configurations, designs, documentation, methodologies, and other materials owned by Company or its third-party providers and used in providing the Services shall remain exclusively owned by Company and/or its third-party providers and shall not be transferred to Client.   Without limiting the foregoing, all right, title, and interest in and to Company’s systems, designs, proposals, configurations, programming, documentation, trade secrets, trademarks, copyrights (whether registered or unregistered), and related materials shall remain the sole and exclusive property of Company.  Certain elements of the foregoing may be protected under applicable intellectual property laws.  Client shall not copy, reproduce, distribute, disclose, or otherwise use Company’s intellectual property except as reasonably necessary for Client’s internal use and enjoyment of the installed systems and Services.    

5.2 Work product; No Work Made for Hire.  All materials, content, improvements, modifications, derivative works, feedback, suggestions, or other work product created, developed, or provided by Company in connection with the Services shall remain the sole and exclusive property of Company.  Nothing in this Agreement shall be construed as creating a “work made for hire” relationship in favor of Client.  Client acknowledges that, except for equipment purchased and paid for by Client, it receives only a limited, non-exclusive right to use any Company-provided configurations, documentation, and related materials in connection with the systems installed by Company, and no ownership rights in Company’s intellectual property are granted.   

5.3 Permitted Use; Restrictions.  Client’s use of any systems, configurations, documentation, or materials provided by Company is limited to the scope expressly set forth in this Agreement and the applicable SOW.  Except as expressly permitted herein, Client shall not, directly or indirectly: (i) copy, reproduce, or distribute Company’s designs, configurations, or documentation to third parties; (ii) reverse engineer, modify, or alter system configurations in a manner that would impair functionality or circumvent Company’s design; (iii) remove or obscure any proprietary notices; (iv) use Company’s materials or methodologies to perform competing services or installations; or (v) otherwise use Company’s intellectual property for any commercial purpose unrelated to Client’s own internal use of the installed systems.   

6. 6. WARRANTIES, INDEMNIFICATION, NON-SOLICITATION

6.1 Limited Warranty.  Company warrants the following, subject to the exclusions set forth below: 

(a) Workmanship Warranty. Company warrants that all installation and integration work performed by Company shall be free from material defects in workmanship for a period of two (2) years from the date of substantial completion (the “Workmanship Warranty Period”). During the Workmanship Warranty Period, Company shall, at its option, repair or re-perform any defective workmanship at no additional charge to Client. 

(b) Configuration Warranty. Company warrants that all system configurations, programming, and setup performed by Company shall function materially as intended for a period of thirty (30) days from the date of substantial completion or completion walkthrough (the “Configuration Warranty Period”). After expiration of the Configuration Warranty Period, any reconfiguration, reprogramming, or adjustments shall be billable at Company’s then-current rates. 

(c) Device/Equipment Warranty. Equipment and devices are subject solely to the manufacturer’s warranty, if any, which shall pass through to Client to the extent assignable. Company makes no independent warranty with respect to third-party equipment or devices. 

(d) Warranty Exclusions. The warranties set forth herein shall not apply to: (i) damage caused by Client, third parties, accidents, misuse, or unauthorized modifications; (ii) issues caused by third-party services, internet connectivity, power supply, or manufacturer defects; (iii) normal wear and tear; or (iv) work performed by parties other than Company. 

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6.1, ALL SERVICES, SYSTEMS, AND EQUIPMENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. 

6.2 Limitation of Liability.  IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY SYSTEM, EQUIPMENT, OR INSTALLATIONS PROVIDED HEREUNDER, EVEN IF CLIENT HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES, SUBJECT TO THE CAP SET FORTH BELOW.  Client agrees that Company’s liability hereunder for any type of damages whatsoever, regardless of the form of action, shall not exceed the total amount actually paid by Client to Company under the applicable SOW giving rise to the claim.  Without limiting the foregoing, Company shall have no liability for (i) system downtime, outages, or performance issues, (ii) loss of data, security breaches, or unauthorized access to systems, (iii) failure of surveillance or security systems to detect, prevent, or record any event, or (iv) any acts or omissions of third-party service providers, manufacturers, or other contractors.   

6.3 Client Indemnification.  Client will defend, indemnify, and hold harmless Company, its affiliates, employees, officers, agents, licensors and successors and assigns from all damages and liability including, without limitation, reasonable attorneys’ fees incurred as a result of Client’s violation of its obligations under this Agreement, the negligent or willful acts of Client, or violation of any third party intellectual property or privacy rights, including without limitation any claims arising from (i) Client’s use, misuse, or modification of any systems or equipment provided by Company, (ii) Client’s failure to comply with applicable laws, including without limitation privacy, surveillance, or recording laws, (iii) Client’s failure to maintain adequate security, passwords, or system access controls, (iv) any representation or warranties made by Client to any third party, (v) Client’s infringement or misappropriation of Company’s intellectual property, (vi) any chargeback, payment reversal, or dispute initiated by Client with respect to the Fees, or (vii) Client’s failure to provide a safe, compliant, or properly prepared jobsite.   

6.4 Company Indemnification.  Company will defend, indemnify, and hold harmless Client, its affiliates, employees, officers, agents, licensors and successors and assigns from all damages and liability including, without limitation, reasonable attorneys’ fees incurred as a result of Company’s willful misconduct or material breach of this Agreement, or a third-party claim that Company’s proprietary materials, as provided by Company and used in accordance with this Agreement, infringe a valid United States intellectual property right of such third party.   

6.5 Non-Solicitation. During the Term of this Agreement and for a period of two (2) years thereafter, the Parties will not directly or indirectly solicit, induce, attempt to induce, or endeavor to entice away any employee or independent contractor of the other Party, for their own account or for the account of a third party.   

6.6 Client Responsibilities and Compliance.  Client represents and warrants that (i) Client will use the Services and any systems provided by Company in compliance with all applicable laws and regulations, including without limitation laws relating to data privacy, audio and video recording, and surveillance, (ii) Client will be solely responsible for obtaining any required consents, notices, or authorizations relating to the use of surveillance, monitoring, or network systems, (iii) Client will not make any representations, guarantees, or warranties on behalf of Company, (iv) Client will not represent itself as an agent, partner, or employee of Company, and (v) Client’s use of the Services and systems will not infringe or violate the rights of any third party.  Client is solely responsible for its premises, network, environment, third-party service providers, and ongoing system use and maintenance, and Company shall not be liable for any statements, representations, or commitments made by Client to any third party.  

6.7  Existing Structures; Cosmetic Conditions. Company shall not be responsible for cosmetic conditions resulting from installation or integration work, including without limitation drywall damage, paint variations, surface imperfections, or minor structural disturbances resulting from normal installation activities. Client acknowledges that integration with existing structures may result in such conditions. 

6.8 Client-Supplied Equipment. Company makes no warranties, express or implied, with respect to any equipment, materials, or systems provided by Client. Client assumes all risks associated with such items, including compatibility, performance, delays, or defects. 

7. 7. GENERAL PROVISIONS

7.1 Notice.   Any notice required or permitted to be given hereunder shall be in writing and will be effective (i) three (3) business days after deposit in the U.S. Mail, certified, return receipt requested, postage prepaid, or (ii) one (1) business day after deposit with a reputable express next day courier providing written receipt of delivery and addressed to the Parties at their respective addresses set forth in the applicable SOW or otherwise provided in writing by such Party, or (iii) upon transmission by electronic mail to the email address provided by the receiving Party in the applicable SOW, provided no delivery failure notice is received.  Either Party may update its notice information by written notice to the other Party in accordance with this Section.  

7.2 Independent Contractors.  Each Party is an independent contractor, and the Parties shall not have the authority to bind, represent, or commit the other.  Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, or agency relationship between the Parties, nor shall this Agreement be construed as creating a franchise, employment, or fiduciary relationship.  Client acknowledges that it operates an independent business and is solely responsible for its own business operations, taxes, employees, and regulatory compliance.  Company shall have no responsibility for Client’s internal operations, personnel, or third-party relationships.     

7.3 Entire Agreement.  This Agreement, together with each applicable SOW and any change orders or written amendments thereto, constitutes the entire agreement between Company and Client with respect to the subject matter hereof.  No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by both Parties to this Agreement; provided, however, that Company may update this Agreement from time to time, and such updates shall apply on a prospective basis to new SOWs entered into after the effective date of such update, unless otherwise agreed in writing by the Parties. 

7.4 Governing Law; Venue.  This Agreement will be governed and construed under the laws of the State of Arizona, without regard to conflict of laws provisions.  The Parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona.  Each Party hereby waives, to the fullest extent permitted by law, any objection to venue or forum non conveniens of such courts.  

7.5 Waiver/Severability.   The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.  If any provision of this Agreement is determined to be invalid or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. 

7.6 Force Majeure.   Except for the payment of Fees by Client, if the performance of any part of this Agreement is prevented, hindered, delayed, or otherwise made impracticable by reason of any cause or event not within the reasonable control of such party and without its fault or negligence, that party shall be excused from such performance to the extent that it is prevented, hindered, or delayed by such causes, including, without limitation, acts of God, natural disasters, governmental actions, labor disputes, failures or delays of third-party service providers (including internet or telecommunications providers), supply chain disruptions, material or equipment shortages, delays caused by other contractors or trades, jobsite conditions, cyberattacks, or other disruptions beyond such Party’s reasonable control.  In the event of any such delay, Company shall be entitled to a reasonable extension of time for performance and may adjust project schedules accordingly without liability.     

7.7 Notice of Claim; Opportunity to Cure. Prior to initiating any legal proceeding, arbitration, or claim relating to the Services, Client shall provide written notice describing the alleged issue in reasonable detail and allow Company a reasonable opportunity to inspect and cure. Failure to provide such notice and opportunity shall bar such claim to the fullest extent permitted by law. 

7.8  Project Delays and Extensions. Any delays caused by Client, third parties, site conditions, permitting authorities, equipment availability, or other circumstances outside Company’s control shall result in an automatic extension of the project schedule, and Company shall not be liable for any resulting impacts. 

7.9  Project Photography. Company may photograph or document the project for portfolio, marketing, or internal purposes, provided that no personally identifiable information of Client is disclosed without consent. 

7.10 Assignment and Transfer.  Client may not assign, without the prior written consent of Company, its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, whether by operation of law or otherwise.  Any attempted assignment in violation of this Section shall be null and void.  Company may assign this Agreement without Client’s consent in connection with a merger, acquisition, reorganization, sale of assets, or to an affiliate.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.  

7.11 Counterparts; Electronic Transmission.   This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument.  A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding, and effective for all purposes.  The Parties further agree that electronic signatures, click-through acceptance, or other electronic manifestations of assent shall be deemed valid and enforceable to the fullest extent permitted by applicable law.  Execution of an SOW, approval via email, or other written communication of Services shall constitute binding acceptance of this Agreement and the applicable SOW.