1. Orders and Payment.

1.1 Orders. Client shall place orders for Services via the ordering documentation on or through the Website (each an “Order”). For the avoidance of doubt, Orders shall not be binding on Company unless they are expressly accepted by Company, in Company’s discretion and subject to availability, and when accepted they shall bind Client to purchase and Company to supply the applicable Services, subject to the terms of this Agreement. Client acknowledges and agrees that (i) Client is solely responsible for the accuracy, integrity and reliability of information it submits as part of an Order and incorrect or missing information may impact the schedule, costs provision of the Services, and (ii) Client may not change an accepted Order without Company’s prior written approval, and if changes are approved by Company after the Order is accepted, such changes may impact the schedule, costs and expenses associated with such Services. For recurring Services, Company may increase fees for applicable Services on at least ten (10) days notice to Client. Such notice may be provided via email or telephone. Any Services received by Client before a price increase goes into effect shall be charged or invoiced by Company at the fee amount in effect prior to the notification of the increase.

1.2 Payment. Client shall pay the applicable fees quoted by Company in connection with each Order through the Website. Unless otherwise agreed to by Company, all fees will be charged against Client’s credit card on file once the applicable Services are complete, or for recurring services, at intervals contemplated by the applicable Order. Any amounts invoiced by Company in connection with the Agreement are due on the due date specified in the invoice, and if no date is specified, then payment shall be due no later than thirty (30) days from the date of the invoice. As between Company and Client, Client shall be exclusively responsible for payment of any applicable international, federal, state and local taxes and assessments on the purchase of the Services; provided Client shall not be liable for any taxes based on Company’s net income. All payments shall be made in USD. All fees paid are nonrefundable, subject to these Terms.

1.3 Disputed Payment. If Client disputes any portion of any invoice, Client shall notify Company in writing within five (5) days from the date of the invoice with sufficient detail to allow the parties to resolve the dispute in good faith; otherwise, such invoice shall be deemed approved for all purposes. Overdue fees shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by applicable law, until paid. Client shall be responsible for all charges, fees and expenses (including, but not limited to, reasonable attorney’s fees) incurred by Company in enforcing or attempting to enforce the Agreement (including, without limitation, payment obligations), regardless of whether suit is commenced. Company shall have the right to suspend or cancel the Services if any invoice becomes more than five (5) days overdue or Client is otherwise in default under the Agreement. Company shall have no liability with respect to any such suspension or cancellation.

1.4 Methods of Payment. If Client elects to make payment by credit or debit card or ACH transfer, and such method of payment is allowed by Company, in its sole discretion, (i) Client is responsible for providing a valid credit or debit card number or ACH account number at the time Client submits payment, (ii) Client represents and warrants that Client (and the individual submitting payment) is an authorized user of the credit or debit card number or ACH account number provided, and Client agrees to pay all charges resulting from Client’s use of such method of payment, including, but not limited to, any unauthorized charges, and (iii) Client agrees that Company may pass Client’s credit, debit and ACH information to its designated service provider(s) for their use in processing such payments.

2.
breach within five (5) days of the date that written notice of the breach is provided, (ii) makes an assignment of all or part of its assets for the benefit of creditors, or becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors (collectively “Petitions”), if such Petitions are not dismissed within sixty (60) days of filing, or (iii) fails to inform Company of any Petition in writing within five (5) days of the filing of such Petition. These Terms shall survive termination or expiration of the Agreement. Client shall pay for all Fees, charges or expenses related to the performance of Services up to and including the effective date of termination. Upon termination of the Agreement, Client shall return to Company all documents and other tangible manifestations in whatever form of Company’s Confidential Information (as defined below) and all copies and reproductions thereof and certify such return to Company. Subject to Section 3.5 below, either party may terminate the Agreement, or a portion of applicable Services, for any reason upon ten (10) days advanced written notice.

Termination. Company may terminate the Agreement for cause if Client (i) breaches a material term or condition and fails to cure such

3.

Services.

3.1 Delivery & Errand Running Services. When the Services include the purchase of products on Client’s behalf, Client hereby authorizes the purchase and delivery of those products from the retailers selected. If no retailer is selected, Company may obtain the same or similar products from retailers it selects, in its reasonable discretion. Client acknowledges and agrees that Company and/or its third-party contractors are acting as Client’s agents in the picking, packing, and/or delivery of products purchased by Client and are not the seller of the products to Client. Client agrees that the purchase is being made from the retailer, that retailer is the merchant of record, and that title and risk of loss to any goods passes to Client when purchased at the applicable retailer’s store. Client acknowledges that Company does not make, manufacture or provide any products or materials obtained, purchased, delivered or acquired on Client’s behalf as part of the Services, and Company shall have no liability with respect to the same, nor an obligation to provide support or maintenance relating such products or materials. Client acknowledges that Company may require Client to prepay for all third-party products or materials to be purchased on Client’s behalf.

3.2 In-Home Services. For any Services taking place at Client’s property, Client may provide Company with a copy of the key to the property. Keys will be hand delivered in person to the Client, or left in Client’s property, when no longer necessary. If Client has an alarm system at the applicable property, it is Client’s sole responsibility to provide instructions regarding such system to Company. If Client is unable to access the property on the applicable date of Service, a lock out fee of $20 will be assessed against Client and is payable upon demand. Client must make Company aware of any special requirements in safeguarding its pets, belongings or property in connection with Services taking place at or around his, her or its property. Company also advises Client to place any money, credit cards, and check books in a safe and secure place as Company is not responsible for missing money, credit cards, check books or other currency. If Client believes Company is responsible for any damage to the applicable property, such damage must be reported within 24 hours from the completion of the applicable Services. After investigating the claim, if Company determines it damaged anything while providing the Services, Client shall be so notified and Company shall, in its sole discretion, either repair or replace the property or item. Notwithstanding the foregoing, Company will not be responsible or liable for property or items that were broken or damaged because they were not properly attached or secured, or Client failed to adequately instruct Company regarding such items. Unless otherwise set forth in an Order, Client acknowledges and agrees that he, she or it is solely responsible for providing Company with the necessary equipment or materials to perform the Services, including, but not limited to, cleaning products, tools, shovels and rakes.

3.3 Other Services. Company may agree to provide Services to Client from time to time that are not expressly set forth in the Order. Client agrees to pay Company its standard hourly rates for such Services to the extent such rates are not specified in the Agreement. For the avoidance of doubt, Client agrees and acknowledges that Company is not a licensed contractor, does not have any professional licensure regarding repair, maintenance or construction services and Client shall not request Company to provide such services.

3.4 Third Party Contractors. Client agrees and acknowledges that Company may utilize third party contractors in connection with the provision of any Services without Client approval. Such third-party contractors are not employed by Company and Company shall not be liable or responsible for the acts or omissions of such third party contractors to the maximum extent permitted by applicable law.

3.5 Cancellation. Company requires no less than 2 business days notice for the cancellation and or rescheduling of any scheduled Services. In the event of cancellation or rescheduling with less than 2 business days notice, a cancellation fee equal to 100% of the fees that would have otherwise been owed for the applicable Services will be assessed against Client and payable upon demand.

4.
AND HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) WITH REGARD TO ANY PRODUCTS OR SERVICES OR ANY MATERIALS OR INFORMATION RELATED TO OR PROVIDED THROUGH ANY PRODUCTS OR SERVICES, AND ALL SUCH PRODUCTS, SERVICES, MATERIALS AND INFORMATION ARE PROVIDED ON AN “AS IS” BASIS.

5. Representations and Warranties. Each party represents and warrants that (i) the Agreement has been validly signed and/or agreed to in writing and constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, subject to the principles of equity, bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, (ii) such party has all requisite authority to enter into the Agreement and to carry out the transactions contemplated by the Agreement, and (iii) such party’s signature and delivery of the Agreement and performance and compliance with the terms of the Agreement will not conflict with, result in a breach of, constitute a default under or require the consent of any third party under any license, sublicense, lease, contract, agreement or instrument to which such party is bound or to which such party’s properties are subject. Client further represents and warrants that (v) any information provided to Company in connection with the Services is truthful and accurate, and (vi) he, she or it understands that Company has relied upon the data and information furnished by or on behalf of Client with respect to Services purchased.

6. Confidentiality. “Confidential Information” shall mean all nonpublic, confidential and/or proprietary materials, information or data disclosed or otherwise made available by Company to Client, including, without limitation, trade secrets, processes, lists and reports concerning

Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY INCLUDED IN THESE TERMS, COMPANY DOES NOT MAKE

Company’s past, present or future customers, clients, prospective clients, suppliers, vendors, employees and/or contractors. Confidential Information shall also include the terms and conditions of the Agreement, along with any other information, in any form, which should reasonably be considered confidential or proprietary. Confidential Information shall not include information which was previously lawfully known to Client free of any confidentiality obligation or information which is or becomes publicly available other than by unauthorized disclosure. Client shall bear the burden of proof for relying on one of these exceptions. Client shall (i) keep all Confidential Information confidential and not use Confidential Information except as necessary in the course of performing his, her or its obligations under the Agreement, (ii) use at least a reasonable degree of care to prevent the unauthorized use or disclosure of Confidential Information, and (iii) not disclose or otherwise make available any Confidential Information to any third party. Upon termination of the Agreement or the earlier request of Company, Client will promptly return to Company, or at Company’s option destroy, all documents, records and materials containing Confidential Information in Client’s possession or control, including, without limitation, all electronic documents, recordings, data and materials.

7. Additional Rights. Unless otherwise requested by Client in writing, Company may publicize Client’s selection to do business with Company, including Client’s name, likeness, logos and/or marks. Company agrees that all uses of the foregoing shall inure solely to Client’s benefit.

8. Reservation of Rights. Except as expressly recited herein, no rights or obligations are to be implied from the Agreement and no license is hereby granted, directly or indirectly, under any patent, trade secret, copyright or other intellectual property right now held by, which may be obtained by or which are or may be licensable by Company. Company expressly reserves all rights not expressly set forth in the Agreement.

9. Client Responsibility. Client acknowledges that Client is receiving the Services at Client’s own risk and Client is personally responsible for verifying their suitability for Client’s needs.

10. Indemnification. Client agrees to indemnify, defend and hold Company, its employees, contractors, affiliates, agents, suppliers, successors and assigns (“Company Parties”) harmless from and against any and all losses, liabilities, damages, penalties, claims, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to Client’s (i) breach of the Agreement, or (ii) negligent act or omission, except if such losses, liabilities, damages, penalties, claims, and expenses result solely from Company’s gross negligence or willful misconduct.

11. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ANY COMPANY PARTIES BE LIABLE UNDER ANY LEGAL THEORY FOR (I) ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, THE SERVICES, PRODUCTS, OR MATERIALS , INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTEREST OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY DAMAGES EXCEPT TO THE EXTENT OF ACTUAL, DIRECT DAMAGES INCURRED BY CLIENT, NOT TO EXCEED THE FEES PAID BY CLIENT FOR THE SERVICES IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT INCREASE THIS LIMIT. Any claims arising in connection with the Agreement, except for claims arising out of Client’s nonpayment, must be brought within one (1) year of the date of the event giving rise to such action occurred.

12. Acknowledgement. CLIENT ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH SECTIONS 4, 11, AND 12 ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT AND THE SERVICES WOULD NOT BE PROVIDED TO CLIENT ABSENT SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN LIABILITIES, SO THE ABOVE MAY NOT APPLY TO CLIENT.

13. Governing Law and Disputes. The Agreement shall be governed by, construed and enforced according to the laws of the State of Minnesota, without regard to its conflict or choice of law principles. Any action arising out of or relating to the Agreement shall be brought only in the state or federal courts of Minnesota, and all parties expressly consent to such courts’ jurisdiction and irrevocably waive any objection with respect to the same, including any objection based on forum non conveniens.

14. Force Majeure. Neither party shall be responsible for delays or failures of performance resulting from acts beyond the reasonable control of such party, except for payment obligations. Such acts shall include, but are not limited to, acts of God, strikes, public internet and private internet connection failures, lockouts, riots, acts of war, acts of terror, epidemics, government regulations, fire, communication line failures, power failures, earthquakes and other disasters.

15. Successors and Assigns. Client may not assign the Agreement, or any of Client’s rights or obligations hereunder, without the prior written consent of Company. Any attempted assignment in violation of the foregoing shall be null and void. Company may freely assign the Agreement, or any of its rights or obligations hereunder. All of the terms and provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

16. Notices. Unless otherwise set forth in these Terms, notices shall be in writing and shall be deemed given when (i) delivered personally, (ii) three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested, or (iii) sent via electronic mail, in each

instance to the contact information provided by Client through the Website, or in the case of Company, to Asst LLC, 1432 County Road B West, Roseville, Minnesota 55113. Either party may update its contact information by providing advanced written notice to the other party.

17. Miscellaneous. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, negotiations and discussions, whether oral or written, of the parties with respect to the subject matter hereof. There are no warranties, representations or agreements among the parties with respect to subject matter hereof, except as set forth or referred to herein. For the avoidance of doubt, Client agrees and acknowledges that any other information displayed on the Website is for informational purposes only and shall not be deemed a part of the Agreement. The Agreement may not be modified, altered or amended except in a writing that is duly signed by the parties hereto. Provisions in the Agreement that by their nature should reasonably be considered to survive termination or expiration of the Agreement shall so survive, including, but not limited to, indemnification, warranties, disclaimers, limitations of liability, and confidentiality provisions. Any other terms and conditions supplied by or through Client (e.g., terms contained on in a purchase order), shall be of no force or effect and are superseded by the Agreement. Client has been represented by independent legal counsel or acknowledges that he, she or it has been afforded the opportunity of representation by independent legal counsel. Therefore, no provision of the Agreement shall be construed against the drafting party. Should any provision of the Agreement be held invalid or unenforceable, such invalidity will not invalidate the whole of the Agreement, but rather that invalid provision will be amended to achieve as nearly as possible the same effect as the original provision and the remainder of the Agreement will remain in full force and effect. No waiver of any provision of the Agreement nor consent to any departure herefrom shall in any event be effective unless the same shall be in writing and signed by the waiving party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.