TERMS & CONDITIONS

REZIO Terms & Conditions

NOTICE

Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or mailed by certified or registered mail, return receipt requested, addressed as follows:

Client: As referenced on project quote or applicable invoice
REZIO: 1 N 1st Street Ste 7375 Phoenix AZ 85004

(or to such other address as any party shall specify by written notice so given), and shall be deemed to have been delivered as of the date so personally delivered or mailed.

INDEMNIFICATION

Indemnification of Client. REZIO hereby agrees to indemnify, defend, and hold Client harmless from and against any and all liability, loss, cost, damage and expense (including, without limitation, reasonable attorneys’ fees and costs) directly or indirectly arising out of or based upon Assignee’s failure to keep, perform, fulfill and observe any of the terms, covenants, obligations, agreements, and conditions required to be kept, performed, fulfilled, and observed by it under this Agreement from and after the Effective Date.

Indemnification of Rezio. Client hereby agrees to indemnify, defend, and hold REZIO harmless from and against any and all liability, loss, cost, damage and expense (including, without limitation, reasonable attorneys’ fees and costs) directly or indirectly arising out of or based upon Client’s failure to keep, perform, fulfill, and observe any of the terms covenants, obligations, agreements, and conditions required to be kept, performed, fulfilled, and observed by it under this Agreement from and after the Effective Date.

BILLING

Invoicing. REZIO will send Client invoices of all fees and charges as agreed, and Client agrees to pay all invoices in full. Invoices will be sent by e-mail to Client and invoice inquiries may be made by e-mail or phone, using the contact information as shown on the invoice. REZIO failure to send or Client’s failure to receive an invoice does not relieve Client of its obligation to pay REZIO; and Client will promptly pay, upon receipt, any duplicate invoice sent because of Client’s non-receipt of the original invoice.

Billing Terms. Client will be responsible for payment for all services provided under this agreement. All invoices are due net-30 days from the date of a received invoice. Late fee of 3% will be applied if due amount is not paid within 30 days after the last day of the net-30 day invoice. 

Billing Fees. Standard billing for project shall be to one central location and one bill-to contact.

Canceled Services. Services and site visits canceled by Notice to REZIO with 15 to 30 days business prior to the scheduled evaluation date will be billed at 50%. Services and site visits canceled by Notice to REZIO with less than 15 business prior to the scheduled evaluation date will be billed at 75%. 

Late Fee; Interest. In the event the invoiced amount due is not paid within thirty (30) days of the date on which the invoice was sent, REZIO will charge, and Client agrees to pay, a late fee of three percent (3%) of the invoiced amount due. In addition, any invoiced amount not paid within thirty (30) days of the date on which the invoice was sent shall accrue interest at the rate of twelve percent (3%) per year until paid. 

Collection Costs; Offsets. In the event REZIO is required to take legal action to collect unpaid fees and charges invoiced to Client, Client shall pay all of REZIO’ collection costs, including reasonable legal and attorney’s fees, expert witness fees, and Court costs. Client may not offset claims it may have against REZIO against sums owed REZIO pursuant to this Agreement.

LIMITATION OF LIABILITY

IF REZIO IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO ITS NEGLIGENCE OR THE FAILURE TO PERFORM ITS OBLIGATIONS IN THIS AGREEMENT, INCLUDING ERRORS OR OMMISSIONS IN DELIVERABLES, IN ANY RESPECT AT ALL, REZIO’ MAXIMUM LIABILITY WILL NOT EXCEED THE COST OF ALL SERVICES AND PRODUCT PROVIDED TO CLIENT, OR $1,000.00, WHICHEVER IS GREATER. REZIO WILL ASSUME A GREATER LIABILITY, BUT ONLY FOR AN ADDITIONAL CHARGE TO BE AGREED UPON BY REZIO AND CLIENT, WHICH SHALL BE DONE BY SEPARATE RIDER TO BE ATTACHED TO THIS AGREEMENT.

REZIO EXPRESSLY DENIES ALL LIABILITY FOR ANY OTHER LOSS OR DAMAGE WHICH MAY OCCUR PRIOR TO, AT OR AFTER SIGNING THIS AGREEMENT. THIS INCLUDES LIABILITY BASED ON CONTRACT, TORT, NEGLIGENCE, WARRANTY (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE) AND ANY OTHER THEORY OF LIABILITY.

THIS EXCLUSION SPECIFICALLY COVERS LIABILITY FOR: LOST PROFITS; LOST OR DAMAGED PROPERTY; LOSS OF USE OF PROPERTY OR THE FACILITIES; GOVERNMENTAL FINES AND CHARGES; AND THE CLAIMS OF THIRD PARTIES. ALSO COVERED BY THIS EXCLUSION ARE THE FOLLOWING TYPES OF DAMAGES: DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE.

INSURANCE

Client understands that REZIO IS NOT AN INSURER. Client is responsible for obtaining all insurance Client thinks is necessary, including coverage for personal injury and property damage. The payments Client makes under this Agreement are not related to the value of the Facilities or Client’s possessions, but rather are based on the cost of the REZIO’ Services.

Client releases REZIO from any liability for any event or condition covered by Client’s insurance.

Client understands that the Deliverable(s) is/are designed to reduce, but not eliminate, certain risks. REZIO does not warrant nor guarantee that the Deliverable(s) will prevent personal injury, death, or property damage. REZIO assumes no liability for those risks.

AUTHORIZED PERSONNEL  

If requested by REZIO, Client agrees to furnish REZIO with a written list of the names, titles, business addresses, phone numbers and signatures of all persons authorized to receive, use, contribute to, comment upon and/or change the Deliverables. All changes, revisions and modifications to the above shall be supplied to REZIO in writing.

EXECUTION OF ADDITIONAL DOCUMENTS

The parties hereto will at any time, upon request of the other party, execute, acknowledge and deliver all such further acts, contracts, agreements, assignments, transfers, powers of attorney and assurances as may be reasonably required to carry out the intent of this Agreement; provided, however, that this Agreement shall be effective regardless of whether any such additional documents are executed.

CHOICE OF LAW; VENUE; JURISDICTION; ATTORNEY'S FEES

The parties acknowledge and agree that this Agreement has been made in Arizona, and that it shall be governed by, construed, and enforced in accordance with the laws of the State of Arizona, without reference to its conflicts of laws principles. The parties also acknowledge and agree that any action or proceeding arising out of or relating to this Agreement or the enforcement thereof shall be brought in the Maricopa County Superior Court, and each of the parties irrevocably submits to the exclusive jurisdiction of that Court in any such action or proceeding, waives any objection the party may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of such action or proceeding shall be heard and determined only in that Court, and agrees not to bring any action or proceeding arising out of or relating to this Agreement or the enforcement hereof in any other court. The parties also acknowledge and agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or convenience of forum, or to personal or subject matter jurisdiction. The parties also acknowledge and agree that any action or proceeding referred to above may be served on any party anywhere in the world without any objection thereto. The parties also acknowledge and agree that the prevailing party in any such action or proceeding shall be awarded the party’s reasonable attorneys’ fees and costs (including, but not limited to, costs of court).

WAIVER OF JURY TRIAL

EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED (OR WHICH MAY IN THE FUTURE BE DELIVERED) IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT. EACH PARTY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE THE COURT AND NOT BEFORE A JURY.

TIME

Time is of the essence of this Agreement and each and every provision hereof. Any extension of time granted for the performance of any duty under this Agreement shall only be effective if in writing signed by or on behalf of all Parties to this Agreement and shall not be considered an extension of time for the performance of any other duty under this Agreement. 

GENDER AND NUMBER

Whenever from the context is appears appropriate, each item in the singular shall include the plural and vice versa and the masculine, feminine, or neutral form shall include the masculine, feminine and neutral forms.

HEADINGS

The headings in this Agreement are for convenience in reference only and in no way define, limit or describe the scope or intent of this Agreement or the provisions of such sections.

SEVERABILITY

The parties acknowledge and agree that if any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or un-enforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalidity, illegality or un-enforceability never existed.

AUTHORITY OF SIGNERS

The parties represent and warrant that the person whose signature is set forth below on behalf of a party is fully authorized to execute this Agreement on behalf of that party.

FAIR MEANING

The parties agree that the wording of this Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against any of the parties to this Agreement, including the party responsible for the drafting of this document. 

MUTUAL DRAFTING

The parties hereto acknowledge and agree that they are sophisticated and have been represented by attorneys who have carefully negotiated the provisions of this Agreement. As a consequence, the parties also agree that they do not intend that the presumptions of any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied to this Agreement and therefore waive their effect.

ENTIRE AGREEMENT

Each of the parties declares and represents that no promise, inducement or agreement not herein expressed has been made, and that this Agreement constitutes the entire agreement between and among the parties, and supersedes all prior negotiations, proposed agreements, or understandings, if any, between or among the parties concerning any of the provisions or contents of this Agreement.

COUNTERPARTS

The parties agree that this Agreement may be signed in one or more counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and that all such counterparts together shall be deemed an original of this Agreement. The parties also agree that delivery of an executed counterpart of the signature to this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

WAIVER; REMEDIES; CUMULATIVE

The parties agree that rights and remedies of the parties to this Agreement are cumulative and not alternative. The parties also agree that neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege shall preclude any other or further exercise of such right, power or privilege, or the exercise of any other right, power or privilege.

ASSIGNMENT

The parties agree that this Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Client acknowledges that this Agreement, and particularly those paragraphs relating to REZIO’ limitation of liability, disclaimer of warranties, maximum liability, limitation on liquidated and other damages, and third-party indemnification, inure to the benefit of and are applicable to any assignees and/or subcontractors of REZIO, and that they bind Client with respect to said assignees and/or subcontractors with the same force and effect that they bind REZIO and Client.

THIRD-PARTY BENEFICIARIES

The parties agree that this Agreement is for the sole benefit of the parties hereto, and their permitted successors and assigns, and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto, and such successors and assigns, any legal or equitable right, remedy or claim hereunder.

AMENDMENT

The parties agree that no amendment of this Agreement shall be effective unless it shall be in writing and signed by each of the parties hereto.