Business Name: OCTANE Air Conditioning & Heating LLC
ROC #: 362427
Address: Queen Creek, AZ 85142
Phone: (480) 690-4411
Email: info@octaneair.com
Effective Date: February 1st, 2026

Regular Service Hours: Monday through Friday, 7:00 AM to 5:00 PM MST

Same-Day Service Available: Contact us for availability

THESE TERMS AND CONDITIONS FOR SERVICES REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

APPLICABILITY. These Terms and Conditions for Services (these "Terms") are the only terms that govern the provision of Services (as defined herein) by Octane HVAC, an Arizona business ("Contractor," "we," or "us") to the customer whose name is listed on the Invoice ("Customer," "you," or "your"). The accompanying invoice (the "Invoice") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Invoice, these Terms shall govern, unless the Invoice expressly states that the terms and conditions of the Invoice shall control. These Terms prevail over any of Customer's general or other terms and conditions however written or communicated regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.

SERVICES. The "Services" refers to those HVAC services which Contractor provides to Customer as described in the Invoice in accordance with these Terms.

SITE CONDITIONS.

A. Additional Property. If Contractor determines, in its sole discretion, that it must obtain access to properties in addition to those identified on the applicable Invoice during the performance of the Services (each, an "Additional Property"), Customer shall (i) secure permission for such Additional Properties, and (ii) indemnify, defend, and hold harmless Contractor and its employees, agents, successors and assigns (collectively, "Contractor Indemnified Party") against all actions, claims, damages, losses and expenses, including but not limited to attorneys' fees (collectively, "Losses"), arising or relating to Contractor's use of such Additional Property, including but not limited to, (y) damage done during the performance of the Services, excluding Contractor's negligence, and (z) securing said Additional Property and its contents after completion of the Services.

B. Site Safety. Customer shall (i) ensure that all work areas in which Services will be performed are safe, free and clear of any obstacles that would hinder or delay performance of the Services and shall hold harmless, and (ii) indemnify, defend and hold harmless Contractor Indemnified Party against all Losses arising out of Customer's failure to comply with this Section 3(B).

TEXT MESSAGING POLICY

Octane HVAC offers a text messaging program to provide you with convenient updates and information related to our Services.

Message Types: You can expect to receive messages regarding appointment reminders, service updates, promotional offers, and customer service communications.

Message Frequency: Message frequency will vary based on your interactions with us and the services you request; this number may fluctuate.

Cost: Message and data rates may apply. Please check with your mobile carrier for details regarding your plan.

Customer Support: For assistance, reply HELP to any message or contact us at info@octaneair.com or call (480) 690-4411.

Opt-Out: You can cancel the SMS service at any time. To stop receiving messages, reply STOP, CANCEL, or UNSUBSCRIBE to any message you receive. After you send the message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time, and we will start sending SMS messages to you again.

Disclaimer: We may change any short code or telephone number we use to operate the service at any time. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages.

Your privacy is important to us. Please refer to our Privacy Policy for more information on how we collect, use, and disclose your personal information.

LIMITED WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION.

A. Standard Limited Warranty.

(i) Contractor warrants to Customer that the materials used in performance of the Services (the "Materials") will be free from significant defects in material and workmanship for a period of one (1) year after the completion of the Services set forth in the applicable Invoice, unless otherwise specified in writing by Contractor (the "Standard Limited Warranty"). The Standard Limited Warranty does not cover faults caused by a Force Majeure Event (as defined below) or the Customer's abuse, neglect, misuse, negligence or damage to the Materials, or use thereof contrary to any instructions issued by Contractor. Customer acknowledges and agrees that the Standard Limited Warranty does not apply to refrigerant leaks. In the event that a manufacturer of the Materials offers a warranty, said warranty shall negate and supersede the Standard Limited Warranty.

(ii) Customer shall telephone Contractor within twenty-four (24) hours of discovery of any breach of the Standard Limited Warranty (each, a "Warranty Claim"). Contractor will respond to each Warranty Claim with reasonable promptness between Contractor's regular operating hours of 7:00 A.M. and 5:00 P.M. MST Monday through Friday (excluding holidays).

(iii) If Customer provides notice in accordance with Section 4(A)(ii) above, Contractor shall repair the affected Materials or re-perform the related Services. Customer shall not withhold any payments for allegedly defective Services. Customer acknowledges and agrees that Contractor is not responsible for reimbursement of work performed by any third party.

B. Disclaimer of Warranties. EXCEPT FOR THE STANDARD WARRANTY SET FORTH HEREIN, CONTRACTOR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR MATERIALS, OR THE EFFICACY OR ADEQUACY THEREOF, AND HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, AFFIRMATIONS OF ACTS OR PROMISES, EITHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING ANY (I) WARRANTY OF HABITABILITY, (II) MERCHANTABILITY; (III) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (IV) WARRANTY OF TITLE; OR (V) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CONTRACTOR MAKES NO WARRANTY THAT THE MATERIALS ARE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. THE STANDARD LIMITED WARRANTY REMEDIES SET FORTH IN SECTION 4(A)(II) SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND CONTRACTOR'S ENTIRE LIABILITY FOR ANY BREACH OF SUCH WARRANTY.

(i) If a maintenance visit is not performed for any reason, either because of the CONTRACTOR or CUSTOMER, the monetary value does not exceed the cost of the maintenance agreement.

C. Maximum Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONTRACTOR'S MAXIMUM LIABILITY ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE PRICE PAID BY CUSTOMER PURSUANT TO THE APPLICABLE INVOICE FROM WHICH THE CLAIM ARISES.

D. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY NATURE, OR FOR ANY LOSS OF USE, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, LOSS OF DATA OR DIMINUTION IN VALUE, OR THE COST OF REPLACEMENT HEAT OR AIR CONDITIONING, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CONTRACTOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

E. Direct Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTOR shall not be liable for any actual or direct damages, including, without limitation, COSTS OF SUBSTITUTE PERFORMANCE OR damages to structures or their contents, sustained by Customer as a result of CONTRACTOR'S PERFORMANCE OF THE SERVICES, any form of repairs to buildings or contents, and any injury or damages resulting from SUCH SERVICES WHICH ARE IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE INVOICE.

F. Indemnification. Customer shall indemnify, defend and hold harmless Contractor Indemnified Party and its agents, employees, successors and assigns against any and all Losses relating to any claim alleging: (i) a breach of this Agreement by Customer; (ii) any negligent or willful misconduct of Customer; (iii) any bodily injury, death of any third-party or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Customer; or (iv) any failure by Customer to comply with any applicable laws.

CUSTOMER OBLIGATIONS. Customer shall: (a) cooperate with Contractor in all matters relating to the Services and provide such access to Customer's premises and other facilities as may reasonably be requested by Contractor, for the purposes of performing the Services; and (b) respond promptly to any Contractor request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Contractor to perform Services in accordance with the requirements of this Agreement. If Contractor's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Contractor shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

EQUIPMENT. As between the parties, any and all equipment used in the performance of the Services (the "Equipment") will remain the property of Contractor.

UNFORESEEN CONDITIONS.

A. Unforeseen Conditions. If conditions and/or circumstances are encountered at the job site which are concealed physical conditions, or unknown physical conditions and unusual which differ materially from that which is visually assessed, or are otherwise outside of Contractor's control (each, an "Unforeseen Condition"), Customer agrees to (1) accept responsibility for such Unforeseen Conditions, and (2) pay for any labor or materials, including without limitation, repairs for damaged Equipment, caused by such Unforeseen Conditions.

B. Unforeseen Conditions Indemnification. Customer shall indemnify, defend and hold Contractor Indemnified Party from and against all Losses arising out of or as a result from the performance of Contractor's Services involving, affecting, or relating to Unforeseen Conditions, regardless of whether such damages are caused in part by Contractor.

C. Hazardous Materials; Remediation Work. Customer acknowledges and agrees that: (i) Contractor has no information whatsoever with respect to asbestos or other hazardous materials or substances (collectively, "Hazardous Materials") in any portion of the Customer's property, and has not conducted any investigation in connection herewith; and (ii) Contractor does not perform Hazardous Material removal. Contractor shall have no responsibility whatsoever with respect to, and Customer expressly releases, waives, and forever discharges Contractor of and from, any claims or liability whatsoever arising out of the presence, release, remediation or removal of Hazardous Materials, and for any costs, losses or damages Customer may suffer or sustain if Hazardous Materials are found to exist on Customer's property. In the event Hazardous Materials are found to exist on the Customer's property, or if in order to obtain a building permit for the performance of the Services, any remediation action or work, including without limitation, investigation for Hazardous Materials, is required to be performed on Customer's property concerning Hazardous Materials, Contractor shall cease all Services, without liability to Customer, until such time as Customer, at Customer's sole expense, causes such Hazardous Materials to be removed in compliance with all applicable laws.

LICENSE, PERMITS, FEES.

A. Permits. Customer shall, at its sole cost and expense, furnish all permits required to legally perform the Services in accordance with this Agreement.

B. Taxes. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.

C. Customer shall provide the administrative agency providing necessary permits with access to the applicable property within a reasonable time. If Customer fails to provide such reasonable access, Customer may be subject to additional charges.

D. If at any time such administrative authority requests additional work not specifically identified in the applicable Invoice, such additional work is the responsibility of the Customer. Contractor will provide an additional price for such out-of-scope work.

E. All notices related to the Services which are sent to Customer must be forwarded to Contractor within a reasonable amount of time from Customer's receipt thereof.

PAYMENT.

A. Final Pricing. All pricing information provided in the applicable Invoice is final, and negotiation of such amounts will be determined by Contractor only.

B. Payment Terms. In consideration of the provision of the Services by Contractor, Customer shall pay Contractor the amount set forth in the applicable Invoice immediately upon completion of such Services. Contractor may, in its sole discretion, require Customer to pay an initial deposit of forty percent (40%) of the total invoiced amount (a "Deposit") prior to the commencement of such Services if the invoiced amount exceeds $1,000.00. Customer acknowledges and agrees that (i) the Deposit, if applicable, is nonrefundable once Services have commenced, and (ii) all requests for Deposit refunds made prior to the commencement of Services are reviewed and approved by Contractor on a case-by-case basis. Any job exceeding $5,000.00 and requiring extended time schedule for completion will require progress payments that are based on percentage of completion as determined by Contractor at 30% increments, which shall be due and payable as required herein unless otherwise specified in writing. Customer shall make all payments hereunder in US dollars by electronic wire transfer, cash, credit or debit card, or check made payable to Octane HVAC.

C. Late Fees. In the event payments are not received by Contractor after becoming due, Contractor may: (i) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full. In addition to the foregoing, Customer shall reimburse Contractor for all costs incurred in collecting any overdue payments, including, without limitation, attorneys' fees, legal costs, court costs, and collection agency fees.

D. Invoice Disputes. Customer shall notify Contractor in writing of any payment dispute with any Invoice (along with substantiating documentation) within fourteen (14) days after Customer's receipt of such invoice, provided that Customer may only do so in good faith. Invoices for which no such timely notification is received shall be deemed accepted by Customer as true and correct, and Customer shall pay all amounts due under such Invoices within the period set forth in Section 9(B) above. The parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Customer shall continue performing its obligations under this Agreement during any such dispute, including, without limitation, payment of all undisputed amounts due and payable.

E. Payment Plans. Contractor may, in its sole discretion, permit Customer to enroll in a payment plan. If Customer fails to make payment under such payment plan, Customer shall immediately pay all amounts due upon receipt of notice from Contractor.

F. No Right to Setoff. Customer shall not deduct from any payments due to Contractor amounts for penalties, liquidated damages, back charges for alleged defective Services or other sums withheld from payments to other contractors or on account of cost changes or defects in the Services. Customer acknowledges and agrees that payment for Services rendered when due is an express condition precedent to Contractor continuing the Services. Customer acknowledges and agrees that failure to pay for Services when due shall entitle Contractor to terminate Services immediately.

RIGHT TO TERMINATE.

A. Contractor Termination. Contractor may immediately terminate this Agreement upon written notice to Customer if: (a) Customer fails to pay any amount when due under this Agreement; (b) Customer has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part, or (c) Customer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. In the event of such termination, Customer shall pay Contractor for all Services rendered, including the cost of all labor, Materials, reasonable profit and overhead.

B. Customer Termination. Customer acknowledges and agrees that it may waive any statutorily imposed 'right of rescission' period to allow for the commencement of Services immediately upon execution of the applicable Invoice. If Customer (i) fails to waive such rights, and (ii) terminates this Agreement, in whole or in part, pursuant to such rights, then: (1) if such termination or cancellation by Customer occurs after the applicable Invoice has been signed, but before Services have commenced, Customer shall pay Contractor a fee of 10% of the total invoiced amount, or $1,000, whichever is less; and (2) If such termination or cancellation by Customer occurs after Services have commenced, Customer shall pay Contractor an amount equal to 10% of the total invoiced amount, or all amounts owed for Services performed (including Materials ordered for Customer's project) prior to the date of termination, whichever is greater.

SERVICES NOT COVERED. Customer acknowledges and agrees that Contractor will not be obligated to perform any other services, work or trade, including but not limited to, carpentry, plaster/wall work, tile work, painting, landscaping, masonry, flooring, roofing, paving, other than the Services specifically specified in the applicable Invoice, unless specified in writing by Contractor.

DISPUTE RESOLUTION; ARBITRATION.

A. Disputes Resolution.

(i) CONTRACTOR HEREBY ADVISES CUSTOMER TO READ THIS SECTION 12 CAREFULLY AS IT MAY AFFECT CUSTOMER'S LEGAL RIGHTS, INCLUDING CUSTOMER'S RIGHT TO FILE A LAWSUIT IN COURT. CUSTOMER AND CONTRACTOR ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT CUSTOMER WOULD HAVE IF CUSTOMER WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

(ii) For all disputes or claims Customer has, prior to participation in the arbitration procedures identified herein, Customer must first give Contractor an opportunity to resolve Customer's claim by sending a written description of Customer's claim ("Notice of Dispute") to Contractor. The Notice of Dispute must contain enough information for Contractor to identify Customer's account and attempt to resolve Customer's claim, including (a) Customer's name and contact information; (b) account number; (c) a written description of the problem, relevant documents and supporting information; and (d) a good faith calculation of the damages Customer claims to have suffered and a statement of the specific relief Customer is seeking. Customer may be represented by an attorney or other person in that process.

(iii) However, if Customer chooses to do so, Customer must also submit with its Notice of Dispute a signed written authorization allowing Contractor to discuss Customer's account with Customer's attorney or other representative. Similarly, if Contractor has any dispute with Customer, Contractor will send a Notice of Dispute to Customer's billing address. Customer and Contractor each agree to negotiate any claim(s) in good faith. Customer and Contractor each agree that neither party may commence any arbitration or court proceeding unless Customer and Contractor are unable to resolve the claim(s) within sixty (60) days after receipt of the Notice of Dispute and the party who sent the Notice of Dispute has made a good faith effort to resolve the claim during that time.

B. Arbitration.

(i) EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN CUSTOMER AND CONTRACTOR ARISING FROM OR RELATING IN ANY WAY TO THIS AGREEMENT THAT HAS NOT BEEN RESOLVED THROUGH THE NOTICE OF DISPUTE PROCESS IDENTIFIED ABOVE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(ii) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified in these Terms. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

(iii) The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

(iv) The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by Customer or by Contractor that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to Customer. Notwithstanding any of the foregoing, nothing in these Terms will preclude Customer from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against Contractor on behalf of Customer.

(v) Customer may elect to pursue its claim in small-claims court rather than arbitration if Customer provides Contractor with written notice of Customer's intention to do so within sixty (60) days of the completion of Services under the applicable Invoice. The arbitration or small-claims court proceeding will be limited solely to Customer's individual dispute or controversy.

C. Individual Arbitration. Customer agrees to an arbitration on an individual basis. In any dispute, NEITHER CUSTOMER NOR CONTRACTOR WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

D. Enforcement. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

FORCE MAJEURE. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Contractor hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (the "Impacted Party") reasonable control, including, without limitation, the following force majeure events (each, a "Force Majeure Event"): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order (including voluntary compliance therewith), law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party.

MISCELLANEOUS. No waiver by Contractor of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Contractor. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Contractor. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule. Subject to Section 11, any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the state or federal courts located in Maricopa County, Arizona, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Except as otherwise set forth herein, all notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth in the Invoice or to such other address that may be designated by the receiving party in writing. All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the notice has complied with the requirements of this Section. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement. This Agreement may be amended only by written instrument offered by Contractor and agreed to by Customer.

ROC Notice

Pursuant to Arizona law, we are required to inform you of your right to file a written complaint with the Registrar of Contractors (the "ROC") for an alleged violation of Arizona Revised Statutes section 32-1154, subsection A. Any complaints must be made within the applicable time period as set forth in section 32-1162, subsection A. The ROC can be contacted at (602) 542-1525 or online at http://www.azroc.gov. We request that if any portion of our work is unsatisfactory that you notify us prior to filing a complaint so we can attempt to resolve any concerns.

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