ACCG, INC.

TERMS AND CONDITIONS

1. Parties; Work. “Contractor” means ACCG, INC, acting by
and through its authorized representatives, employees, and
subcontractors. “Customer” means the person or persons
(collectively) accepting this Agreement, together with the
Customer(s) listed on the Proposal (if different), jointly and severally.
Contractor is expressly permitted to engaged subcontractors for
performance of all or any portion of the Work. These Terms &
Conditions (these “Terms”), together with the Proposal, as well as all
addenda and exhibits included herewith, as well as any additional
pages describing the Work appended thereto constitute the entire,
final, and exclusive agreement between Contractor and the
Customer concerning the subject matter hereof (collectively, the
“Agreement”). All capitalized terms on the Proposal and any
additional pages describing the Work which may be appended
thereto shall have the meanings ascribed to them in these Terms.
The term “Work” means the written scope of work set forth in a
Proposal (and any additional pages describing the Work appended
thereto), together with any modifications, additional/supplemental
work, or change orders. “Proposal” means any written
documentation, invoice, offer, or proposal by the Contractor for the
performance of Work which is accepted by Customer. “Substantial
Commencement” means the earlier of the date upon which either (i).
materials are delivered to the jobsite where the Work is to be
performed (the “Property”); or (ii). the actual performance of labor at
the Property is undertaken. “Substantial Completion” means the date
upon which the Work has been determined by Contractor to be ready
for final inspection (if applicable), or, if no inspection is required, that
the Work has been substantially accomplished, as determined by
Contractor, less any punch list or minor corrective work. All
commencement, completion, and other dates stated by Contractor
are ROUGH APPROXIMATIONS only, and are not intended to be or
be construed as guarantees of any kind. Customer grants Contractor
the right to take ‘before and after’ photos and to publish the Property
on a ‘references’ list which may be given to prospective customers.
2. Terms of Payment. Time is of the essence with regards to
all of Customer’s obligations under this Agreement. If any payment is
not received by Contractor when due, Contractor shall have the right,
in addition to all other remedies it may have, to stop performance of
the Work and keep the job idle until all past due payments are
received. Furthermore, in the event of nonpayment, Contractor shall
be considered excused by Customer from paying, and shall not be
considered in breach of this Agreement for refusing to pay any
material, equipment and/or labor suppliers or any subcontractors
which come due during the period of time in which Customer’s
payments remain outstanding. If Customer makes payment directly
to any material, equipment and/or labor suppliers or any
subcontractors of Contractor directly, Contractor is expressly
released from liability for Customer’s payment of inaccurate or
duplicate charges. Payment by Customer of such sums shall not
relieve Customer of its obligation to pay Contractor in accordance
with the provisions of this Agreement.
3. Additional Work. Contractor is expressly permitted, but is
not required, to perform work additional and/or supplemental to the
Work which Contractor determines is reasonably necessary to a
completed job, and Customer’s execution of this Agreement shall
constitute Customer’s prior written authorization and request for the
same. The cost for such additional or supplemental work shall be
agreed upon in a change order, or, if no such change order is
executed, then the cost shall be at Contractor’s standard and
customary labor rates, together with the cost of all materials, plus
twenty percent (20%) on all of the foregoing. The Customer
acknowledges that is their sole responsibility to, prior to Contractor’s
commencement of Work, inform the Contractor of any pre-existing
damage, defects, or conditions at the Property that may affect the

Work. Contractor is not responsible for the correction, repair, or
replacement of any work arising from or relating to hidden or pre-
existing conditions at the Property, or building code updates.
Customer understands and agrees that the Indemnified Parties shall
not be liable for damage to, or responsible for the replacement of any
property or aspects of the Property.
4. Cumulative Remedies; No Oral Agreements. All rights
and remedies of Contractor arising from or relating to this Agreement
are in addition to, and not to the exclusion of any other rights or
remedies which may be available to Contractor, whether at law or in
equity. Contractor and Customer agree that neither party, nor its
agents (whether actual or apparent) have the capacity or authority to
alter or modify the provisions of this Agreement orally. This
Agreement may only be amended in the form of a writing signed by
an authorized representative of Contractor. This Agreement may be
executed in counterparts (electronic or otherwise), each of which
shall constitute an original but, when taken together, shall constitute
one and the same Agreement. If the Customer includes more than 1
person, all rights of Contractor against Customer, and all liability of
Customer arising from or relating to this Agreement shall be joint and
several. No failure to enforce this Agreement or to insist upon the
Customer’s strict performance hereunder by Contractor shall be
deemed a waiver of Contractor’s rights hereunder.
5. Customer’s Responsibilities. Customer is solely
responsible and liable for all of the following: (i). providing water,
electrical power, unfettered access to the Property, and toilet
facilities to Contractor and its agents; (ii). providing a storage and
staging area on the Property for Contractor’s equipment and
materials; (iii). removing, relocating, protecting from the Work (and
reinstalling after the Work) all personal property, fixtures, vehicles,
equipment, and other items present at the Property which is in
proximity to Contractor’s Work (and Contractor is expressly
authorized, but is not required, to remove and relocate any such
items, and any damage resulting therefrom shall not be the
responsibility of Contractor); (iv). obtaining permission from the
property owner for Contractor’s agents to enter upon their land in
order to access the Work area (and in such instance Customer
hereby agrees to indemnify, defend, and hold harmless Contractor
from and against any loss, liability, injury, damage, death, cost, fee,
fine, or expense arising from or relating to Contractor’s agent’s
entrance upon such land); and (v). coordinating with other
contractors and subcontractors and preventing such contractors and
subcontractors from interfering with the Work (and in such instance
Contractor shall have no liability for damages resulting therefrom);
and (vi). any interior damage, loss, mold growth, or destruction
resulting from fire, flood, or any weather events at the Property
before, during, and after the Work. In the absence of a written
change order signed by Contractor, Contractor is not responsible for
the repair, correction, or replacement of any portion of the Property
or Work damaged by intervening or superseding causes, such as
weather events.
6. Limitation of Liability. Notwithstanding anything contained
in this Agreement or applicable law to the contrary, Contractor shall
not under any circumstances be liable to Customer, the Property
owner, or any third party for any indirect, special, incidental,
consequential, punitive, or exemplary damages, including, but not
limited to lost profits, arising from or relating to this Agreement, the
Work, or the actions, inactions, or negligence of any of the
Indemnified Parties, even if Contractor has been made aware of the
possibility of such damages. To the maximum extent permitted under
applicable law, the total amount of damages which Contractor may
be held liable to Customer for shall not exceed the Total Agreement
Amount.
7. Fees & Costs; Collections. In the event any sum due
Contractor hereunder remains outstanding past 30 days, Contractor
shall be authorized to charge, and Customer hereby agrees to pay,

interest on such outstanding amount at the rate of 1.5% per month
from the date when due. In the event that any legal action is taken by
either party to enforce any provision of this Agreement against the
other party, the prevailing party therefrom shall be entitled to recover
from the non-prevailing party all costs, fees, and expenses arising
from such legal action, including accounting costs, court costs,
attorneys’ fees, and all other reasonably related expenses. In the
event the Customer breaches this Agreement, or attempt to
terminate the same prior to payment in full, the Customer shall be
liable to Contractor for, in addition to all other damages, all costs,
fees, and expenses incurred or likely to be incurred by Contractor,
including restocking and similar fees associated with materials
ordered for the Work. Customer acknowledges that nonpayment may
result in a claim of lien being placed on the Property.
8. Venue & Jurisdiction. Venue for any legal action, or
mediation arising from or relating to either (i). this Agreement; (ii). the
Work; or (iii). the action or inaction of Contractor or its employees,
contractors, or agents while on or at the Property, shall be proper,
convenient, and exclusively held in the courts of the county wherein
Contractor’s principal place of business is located. Prior to initiating
any legal action against Contractor, Customer covenants to
participate in mandatory pre-suit mediation between Customer and
Contractor as set for the below. Failure to do so will entitle
Contractor to recover its attorney’s fees and court costs incurred in
defending and/or dismissing such suit.
9. Waiver of Jury Trial. BOTH PARTIES HERETO
EXPRESSLY AND IRREVOCABLY WAIVE THEIR RIGHT TO A
TRIAL BY JURY IN ANY LEGAL ACTION ARISING FROM OR
RELATING TO THIS AGREEMENT OR THE WORK, AND
EXPRESSLY CONSENT TO THE JURISDICTION AND VENUE OF
THE FOREGOING COURTS.
10. Mandatory Pre-Suit Mediation. AS AN EXPRESS AND
ABSOLUTE CONDITION PRECEDENT TO THE INSTITUTION OR
MAINTENANCE OF ANY ACTION ARISING FROM OR RELATED
TO THIS AGREEMENT, EXCEPT FOR ACTIONS BY Contractor
AGAINST CUSTOMER FOR NONPAYMENT, THE PARTIES
EXPRESSLY AGREE TO FIRST ATTEND MANDATORY PRE-SUIT
MEDIATION. MEDIATION SHALL OCCUR WITHIN NINETY (90)
DAYS OF A PARTY’S REQUEST FOR THE SAME, WHICH SHALL
BE IN WRITING. MEDIATOR’S FEES SHALL BE BORNE IN
EQUAL SHARES BY THE PARTIES. A PARTY’S REFUSAL TO
ATTEND MEDIATION OR TIMELY SELECT A MEDIATOR SHALL
RELEASE THE OTHER PARTY FROM THE CONDITION
PRECEDENT ESTABLISHED HEREIN.
11. Indemnification; Release of Liability. To the fullest extent
permitted by law, the Customer hereby covenants and agrees to
indemnify, protect, defend, save, and hold harmless Contractor and
its agents, affiliates, clients, suppliers, employees, and customers, as
well as the employees, contractors, agents, customers, and suppliers
of each of them (collectively, the “Indemnified Parties”) from and
against any and all claims, allegations, actions, liabilities, losses,
damages, expenses, and costs, including, but not limited to
reasonable attorney’s fees, brought or alleged against, or incurred by
any of the Indemnified Parties arising out of or resulting from the
Customer’s actions, inactions, errors, omissions, breach of this
Agreement, or negligence, as well as any conditions present on, at,
or near the Property. Customer hereby expressly, absolutely, and
irrevocably waives all defenses, whether arising in equity or at law,
which may now or hereafter be available to Customer, as to the
validity and enforcement of this Agreement, including, but not limited
to duress, estoppel, failure or lack of consideration, fraud,
misrepresentation, lack of capacity, unconscionability, unclean
hands, or undue influence. THE CUSTOMER HEREBY
EXPRESSLY, IRREVOCABLY, VOLUNTARILY, AND KNOWINGLY
WAIVES, RELEASES, AND DISCHARGES ALL INDEMNIFIED
PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND

CAUSES OF ACTION OF ANY KIND, WHETHER AT LAW OR IN
EQUITY, ARISING FROM OR RELATING TO ANY LOSS,
DAMAGE, INJURY, OR DEATH, EVEN IF CAUSED BY AN
INDEMNIFIED PARTY, OCCURRING ON, AT, OR NEAR THE
PROPERTY, OR RELATING TO THE WORK.
12. Limited Warranty. As Customer’s sole and exclusive
remedy for defective or deficient Work, and as Contractor’s sole
obligation hereunder for the same, Contractor will, at its option, and
only for the periods set forth below, running from the date of
Substantial Completion, at its option either correct or pay for the cost
of correction of any documented defect in workmanship which is
brought to its attention by Customer in writing. This warrantee is non-
transferrable. This warranty does not cover defects in materials, and
Customer shall look exclusively to the manufacturer of such
materials for replacement, correction, or warranty work. However,
neither Contractor nor the manufacturer of any materials shall be
liable to Customer or any third party for issues relating to the
appearance, performance, or durability of any Work which result
from a Force Majeure Event, or the acts, omissions, or negligence of
third parties or the Customer. THERE ARE NO OTHER
WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED,
OTHER THAN THOSE WHICH APPEAR ON THE FACE HEREOF.
CONTRACTOR EXPRESSLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. The warranty periods, running from the date of
Substantial Completion, is twelve (12) months. All Provisions of this
Agreement which would, by their ordinary nature and intent, survive
the termination hereof, shall so survive upon termination of this
Agreement, regardless of reason or cause, or by whom it is
terminated. The foregoing includes all release, waiver, discharge,
indemnification, and other similar provisions of this Agreement.
13. Force Majeure. Contractor’s performance of its Work may
be delayed, prevented, made impracticable, or made cost prohibitive
due to unforeseeable and unavoidable delays or circumstances,
including, but not limited to, those caused by federal, state or
municipal actions, statutes, ordinances or regulations, acts of god,
pandemics, epidemics, biological risks, public health emergency,
state of unrest or emergency, hurricanes, earthquakes, war,
terrorism, civil strife, strike, material or labor shortage, increase in the
cost of materials or labor, or any act, condition, thing, or
circumstance which is either beyond Contractor’s reasonable control,
is unforeseen or unanticipated by Contractor, or would render
Contractor’s continued performance impossible, impracticable, or
cost ineffective as determined by Contractor in its sole and absolute
discretion (each, a “Force Majeure Event”, and collectively, “Force
Majeure Events”). If Contractor determines, in its sole and absolute
discretion, that a Force Majeure Event has occurred, then Contractor
shall be entitled to, at its option, do any of the following: (i). receive a
reasonable extension and modification of the terms of this
Agreement (including the Agreement Amount and schedule); or (ii).
suspend or terminate this Agreement or Change Order (as the case
may be), in which case Customer shall be responsible for all actual
costs, fees, and expenses actually incurred by Contractor to the date
thereof, together with all costs, fees, or expenses to be incurred
thereafter which cannot be reasonably avoided by Contractor. Under
no circumstances shall Contractor be deemed in breach of this
Agreement, or to have abandoned the project in the event of a Force
Majeure Event.