Estimating Service Agreement

SERVICE AGREEMENT

This Service Agreement, hereinafter referred to as “Agreement”, is made between Incept Technologies LLC. dba ReadyAdjuster.com (“ReadyAdjuster.com”) and you, as a client (hereinafter referred to as “you” or “Client”), of our services, as defined further below.

ESTIMATES AND ESTIMATING FEES

ReadyAdjuster.com charges a fee for its estimating services based on the total replacement cost of the estimate, determined after ReadyAdjuster.com completes the estimate. Client pays ReadyAdjuster.com a minimum fee, which is a non-refundable deposit, to start the estimating process for each project.

Estimating Fees:

Three-Day Turnaround is 1% of the estimated project amount, with a $175 minimum non-refundable deposit due before commencing estimating services.

Next Day Turnaround is 1.5% of the estimated project amount, with a $175 minimum non-refundable deposit due prior to commencing estimating services

BILLING TERMS

Client must keep an updated credit or debit card on file with ReadyAdjuster.com at all times.  Any unpaid invoices will be sent to collections, and Client shall be responsible for all accrued interest, collection costs, and attorney’s fees for collecting overdue sums.

Each time an estimate is sent to the Client for review, the Client will have one (1) week to review the estimate and request any revisions. If revisions are needed, ReadyAdjuster.com will make the changes and return the revised estimate at no cost.  For each updated revision, the client receives another one (1) week to review the updated estimate.  Clients are limited to six revisions to an estimate for a particular project.

If the Client needs to keep an estimate open for additional time beyond the one (1) week revision period prior to ReadyAdjuster.com’s billing, the Client must communicate their request for an extension in writing to their assigned estimator. If the Client needs to keep an estimate open for more than thirty (30) days, a 75% payment of ReadyAdjuster.com’s anticipated estimating fee will be due thirty (30) days following the Client’s receipt of ReadyAdjuster.com’s most recent estimate. The fee due is based on the estimate’s total replacement cost amount. ReadyAdjuster.com will hold the collection of the remaining balance in abeyance up to sixty (60) days from the original estimate due date, or 30 days from the granting of any thirty (30) day extension of time.

MUTUAL REPRESENTATIONS AND WARRANTIES.

Each Party represents and warrants to the other Party that:

  1. it is a duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
  2. it has, and throughout the Agreement Term and any additional periods during which it does or is required to perform the Services, will retain the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

READYADJUSTER WARRANTY.  

ReadyAdjuster.com represents and warrants that: (a) the services will be performed in a professional and workmanlike manner; (b) none of the services or any part of this Agreement is or will be inconsistent with any obligation ReadyAdjuster.com may have to others; and (c) ReadyAdjuster.com will not disclose to Client or use for its benefit any trade secret or proprietary or confidential information of any third party.

EXCLUSION/DISCLAIMER.  

ReadyAdjuster.com is not responsible for any decisions by the Client before, during, or after a loss event, including the Client’s assembly and preparation of scope of work materials which may comprise photographs, Matterport® scans, videos, diagrams, measurements, roof reports, moisture readings, aerial imagery, and any other relevant scope of work information customarily provided to estimate the cost associated with a restoration project.  ReadyAdjuster.com shall rely upon the scope of work information presented by Client on an “As Is” basis.  ReadyAdjuster.com has no obligation to confirm or question the scope of work information submitted by Client.  ReadyAdjuster.com is not an insurance broker, agent, or claim adjuster, and Client is solely responsible for communicating with insurance carriers, their adjusters, and property owners.

INDEMNIFICATION.

Client shall, to the extent permissible under law, indemnify ReadyAdjuster.com from and against all actions, claims, and demands brought against ReadyAdjuster.com by any third party relating to the performance of the Services pursuant to this Agreement based upon erroneous, false, or incorrect information provided by the Client.

DISPUTES.

  1. In the event of any disputes between the parties arising from this Agreement, the parties shall first engage in discussions (Discussions) aimed at amicably resolving the dispute for no less than thirty (30) days.  Should the parties’ Discussions fail, the parties shall retain the services of an accredited mediator located within the jurisdiction set forth in sub-paragraph (c) for a one-day session to assist with further Discussions to resolve the dispute before commencing litigation before any court of law or equity.
  2. Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to the laws of any other jurisdiction.
  3. Jurisdiction. The parties hereby agree that the state and federal courts that serve Fulton County, State of Georgia, shall have exclusive jurisdiction over any litigation commenced and prosecuted in connection with this Agreement.
  4. Attorneys’ Fees. Should any litigation be commenced between the Parties hereto or their representatives concerning any provision of this Agreement or the rights and duties of any person or entity in relation thereto, the Party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to an award of all actual attorneys’ and experts’ fees and costs incurred in such litigation, without regard to any schedule or rule of court purporting to restrict such an award, including, without limitation, actual attorneys’ and experts’ fees, costs and expenses incurred in connection with (i) enforcing, perfecting and executing such judgment, (ii) post-judgment motions and/or appeals; (iii) contempt proceedings; (iv) garnishment, levee, and debtor and third-Party examinations; and (v) collateral bankruptcy litigation.


NOTICES.  

Unless otherwise specified in this Agreement, all notices or other communications must be in English and are deemed to have been fully given when made in writing and delivered by any one of the following methods:  personally; by overnight courier service from which proof of delivery can be obtained, via next business day delivery, delivery charges prepaid; or by registered or certified mail, return-receipt requested, and addressed as follows: to ReadyAdjuster.com, 933 Lee St SW Suite B-1, Atlanta, Georgia 30310 with a copy emailed to alex@readyadjuster.com, and to Client at either the physical address or email address associated with the Customer’s Account. Notices shall be deemed received (a) if personally delivered or via overnight courier, upon date of delivery to the address of the person to receive such notice if delivered before 5:00 p.m., or otherwise on the business day following delivery to the Party to whom the notice is addressed; (b) if mailed, two (2) business days after deposit in the U.S. mail. Customer is solely responsible for the accuracy and completeness of Customer’s physical address and email address and must immediately update such addresses on the Site upon any change. Customer acknowledges and agrees that all electronic notices have the full force and effect of paper notices.  

MISCELLANEOUS

  1. Remedies; Waivers.  All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or then be available at law, in equity, by statute, or in any other agreement between the Parties.  No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.  Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  2. Assignment.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assignees.  Neither Party may assign its rights or obligations under this Agreement without the other Party’s prior written consent, except that ReadyAdjuster.com shall not be required to obtain Client’s written consent to employ additional companies, contractors, or employees so long as ReadyAdjuster.com remains responsible for the work product of such independent contractors and employees, and said employees and contractors are subject to written agreements which include provision which are commensurate to Paragraph 7(c) of this Agreement regarding Client’s confidential and trade secret information.
  3. No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.
  4. Interpretation.
  1. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.  The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
  2. Integration.  Every provision of this Agreement is intended to be several.  If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement.  It is agreed that (a) all understandings and agreements heretofore had between the parties respecting this transaction are merged in this Agreement, (b) this Agreement alone, fully and completely, expresses their agreement, and (c) there are no agreements except as specifically set forth in this Agreement regarding the subject matter of this Agreement.
  3. Severability.  If any 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.  Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  4. Captions and Headings.  Captions and organization are for convenience only and shall not be used in construing the meaning of this Agreement.
  1. Counterparts; Facsimile or Electronic Transmission Signatures.  This Agreement and any Work Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Facsimile signatures or an electronic copy bearing signatures shall be deemed original documents and shall be binding upon receipt.
  1. Binding Effect.  Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the legal representatives, successors, and assigns of the respective parties hereto.
  1. Force Majeure.  In no event will either Party 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, when and to the extent such failure or delay is caused by any circumstances outside such Party’s commercially reasonable control (a “Force Majeure Event”), including acts of God, flood, pandemic, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, government orders, embargoes or blockades in effect on or after the Agreement Effective Date, national or regional emergency, passage of Law or any action taken by a governmental or public authority, including imposing public closures or curfews, an embargo, export or import restriction, quota or other restriction or prohibition, any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.  For purposes of clarity, either Party’s failure to compensate its respective personnel and/or its third-party vendors shall not constitute a Force Majeure Event.