TERMS AND CONDITIONS FOR INTEGRATED RESTORATION PROJECT AUTHORIZATION

1. Parties. The terms and conditions set forth herein (“Agreement”) will govern the purchase of goods and services from Integrated Restoration Acquisition, LLC dba Integrated Restoration (“Integrated Restoration”) by the customer (“Customer”) as set forth in the project authorization for such goods and services (“Project Authorization”) enter into by Integrated Restoration and Customer (collectively referred to as the “Parties”).

2. Definitions. As used in this Agreement, the following terms are defined as such: “Services”: the entirety of the goods and services that Integrated Restoration, its agents, or subcontractors provide to Customer for any purpose as described in the Project Authorization. “Service Cost”: the agreed-upon price between Integrated Restoration and Customer for the total cost of the Services provided by Integrated Restoration. “Due Date”: Thirty (30) days from the date, Customer receives an invoice from Integrated Restoration.

3. Work. Customer agrees to pay the full Services Cost for all Services purchased from Integrated Restoration pursuant to the applicable Project Authorization and as shown on the invoice. Payment for any and all Services purchased will be made by check, cash, credit card, or wire transfer by the Due Date. If Customer uses a credit card as its payment method, 3.5% of the Purchase Price will be added to the payment. In the event Customer fails to pay in full by the Due Date, the outstanding balance will be subject to a late fee equal to 1.5% for each month the outstanding balance remains unpaid (calculated as 18% per annum). All payments received will be applied first to any late fees and/or interest and thereafter to the cost of the Services.

4. Prices. All prices for the Services will be set forth on the Project Authorization and attachments thereto and shall be binding upon the Customer. Customer hereby expressly grants Integrated Restoration permission to fax and/or email prices for the Services to the fax number and email address as provided by the Customer. All prices are exclusive of all city, state, and federal sales and excise taxes, including, without limitation, taxes on sales, receipts, or use.

5. Taxes. Customer will promptly pay Integrated Restoration any taxes which Integrated Restoration may be required to pay or collect in its completion of the Services.

6. Performance and Delivery. Integrated Restoration will complete performance or make delivery of Services ordered by Customer at the location(s) specified by the Project Authorization, subject to this Agreement. Completion dates for the Services are not guaranteed and Integrated Restoration will not be held responsible for any delay in performance or delivery, regardless of cause. Customer agrees that Integrated Restoration’s invoice will be conclusive of Integrated Restoration’s actual delivery and Customer’s receipt and acceptance of all Services indicated on the invoice, unless Customer objects in writing within ten (10) days of the date of the invoice.

7. Default. Upon Customer’s default under any term or condition of this Agreement, including, without limitation, Customer’s payment obligations or insolvency as determined in the sole discretion of Integrated Restoration, the Integrated Restoration may, at its option, stop performance or fulfillment of delivery of the Services until paid in cash, in full. Customer consents to Integrated Restoration filing a mechanic’s lien to protect its rights under this Agreement.

8. Recovery of Legal Fees and Costs. In the event it becomes necessary for Integrated Restoration to file a lawsuit to enforce the terms of this Agreement, or to collect any unpaid balance due to Integrated Restoration by Customer, and Integrated Restoration is granted a judgment wholly or partly in its favor, Integrated Restoration will be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees, paralegal fees, expert fees, and court costs incurred in such lawsuit and for all proceedings brought and actions taken to collect on said judgment, to the fullest extent permitted by law, if at all.

9. Excess Costs. If at any time the Services require extra costs above the cost specified or estimated in the Project Authorization that were reasonably unforeseen, but necessary, and the total of all extra costs to date exceeds five thousand dollars ($5,000) over the course of the entire performance or delivery of the Services, the Customer and Integrated Restoration shall enter into to a written change order describing those excess costs before Integrated Restoration or assignee begins performance or delivery of the Services related to those costs. Prior to the Customer’s acceptance of any Services related to an excess cost, Integrated Restoration will disclose to the Customer that if the Customer fails to approve an excess cost, completion of the Services may not be possibleand a charge may be imposed for any disassembly, reassembly, partially completed work, or repossession, which shall be directly related to the actual labor or parts involved.

10. Cancellation. Except as otherwise stated in the Project Authorization or in this Agreement, the Project Authorization is not subject to cancellation or holdup upon completion of performance or delivery of the Services except with Integrated Restoration’s written consent, and only upon such terms agreed to by Integrated Restoration that will compensate Integrated Restoration for its loss from such cancellation or holdup upon completion of performance or delivery of the Services. Customer acknowledges and agrees that any agreement between the Customer and Integrated Restoration resulting from such cancellation or holdup upon completion of performance or delivery of the Services shall contain a consultant fee equal to 10% of the price for the Services to be rendered under the Project Authorization, unless Integrated Restoration chooses to waive the consultant fee.

11. Disclaimer. Integrated Restoration will not be responsible for any damage or injury resulting from or caused by its sale or completion of performance or delivery of the Services hereunder, including, without limitation, any delays or losses, unless such damage or injury is directly caused by the willful misconduct of Integrated Restoration or unless otherwise provided in this Agreement. Furthermore, Integrated Restoration will not be responsible for any damage or injury resulting to or caused by the completion, installation, storage, or use of the Services by Customer, including without limitation, that Integrated Restoration will not be liable for any damages that Integrated Restoration, its agents, or subcontractors cause to Customer’s driveways, walkways, patios, and other similar areas, whether concrete or otherwise, even if the party causing the damage was negligent.

12. Non-Assignment. Customer may not assign or delegate its obligations under the Project Authorization or under this Agreement without Integrated Restoration’s prior written consent; however, Integrated Restoration may assign or subcontract its obligations under the Project Authorization or under this Agreement without Customer’s consent.

13. Force Majeure. Integrated Restoration will not be responsible for any acts or omissions of the Customer. Neither party will be responsible for any acts or omissions of the other party, nor for events beyond its Effective as of February 15, 2024 reasonable control (hereinafter referred to as “Force Majeure”), including, but not limited to, Acts of God, changes of laws or regulations or other acts of government, labor disputes, strikes, riots, pandemics, epidemics, mobs, fires, floods, wars, embargoes, impossibility to obtain necessary material, labor, machinery, or transportation.

14. Governing Law; Jurisdiction. Any Project Authorization and this Agreement will be interpreted under the laws of Ohio and the parties stipulate that this Agreement came into existence, and was entered into, in Cuyahoga County, Ohio. The parties agree that any lawsuits relating to or arising out of the Project Authorization, this Agreement, or the Services, including but not limited to, claims for personal injury, negligence, intentional torts, or breach of contract will be brought only in Cuyahoga County, Ohio. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of Cleveland and County of Cuyahoga and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The parties irrevocably and unconditionally waive any objection to venue of any suit, action, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum.

15. Limitation of Damages. IN NO EVENT WILL INTEGRATED RESTORATION BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT OR THE SERVICES PROVIDED BY INTEGRATED RESTORATION EVEN IF INTEGRATED RESTORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM. IN NO EVENT WILL THE AGGREGATE LIABILITY OF INTEGRATED RESTORATION FOR ANY DAMAGES OR CLAIMS ARISING OUT OF OR RELATING TO THE PROJECT AUTHORIZATION, THIS AGREEMENT, OR THE SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS, OR OTHERWISE, EXCEED THE TOTAL AMOUNT CUSTOMER HAS PAID INTEGRATED RESTORATION FOR THE SERVICES. Customer’s sole remedy will be repair, replacement, or a refund, as determined in the sole discretion of Integrated Restoration.

16. Indemnification by Customer. Customer covenants and agrees at all times to defend, hold harmless, and indemnify Integrated Restoration, its directors, shareholders, officers, employees, representatives, agents, successors, and assigns from and against any and all claims, actions, lawsuits, judgments, losses, damages, liabilities, costs, and expenses, including attorney’s fees, related expenses and any amounts paid in the defense or settlement, arising out of or in connection with any act or omission of Customer or any of its agents, employees, representatives, successors and assigns, the use of the Services by Customer, or any other party, or as a result of Customer's breach of this Agreement. Customer further agrees to take upon itself the settlement of such claims in the defense of any suit, suits, or legal proceedings of any kind brought to enforce such claim or claims, and to pay all judgments entered in such suit, suits, or legal proceedings, and all costs of attorney's fees or other expenses. Customer agrees that in any instance where such claims in any way affect Integrated Restoration’s interest hereunder or otherwise, Customer shall not consummate any settlement without Integrated Restoration’s prior written consent. Customer covenants of indemnity herein shall continue in full force and effect notwithstanding any termination or expiration.

17. Warranty. Except as otherwise stated in the Project Authorization, Integrated Restoration warrants that it will repair or replace, at its election, any Services manufactured, sold, installed, or completed by it that proves to be caused by defective workmanship within a period of three hundred and sixty (360) days from the date of original purchase or completion. This warranty covers normal use and does not cover damage or defect resulting from alteration, accident, neglect, improper installation, improper design, settlement or structural movement and/or movement of materials to which installed products are attached, incidents under Section 13 of this Agreement, lack of protection during application, operation, or maintenance, and any cause other than workmanship defects attributable to Integrated Restoration or assignee. The obligation of Integrated Restoration in this Section 17 is limited to the repair or replacement of the defective Services. Any components not manufactured by Integrated Restoration, but used as part of any Services sold by it will be warranted under the terms of the original manufacturer of the subject component, and not by Integrated Restoration. The Customer will give written notice of such defects to Company within 10 days of first knowledge. EXCEPT AS SET FORTH HEREIN, INTEGRATED RESTORATION MAKES NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF WORKMANSHIP, OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE SALE OF SERVICES HEREUNDER, AND HEREBY DISCLAIMS THE SAME.

18. Notices. Any notice required under this Agreement shall be made in writing and sent to the address of the appropriate party as it appears on the Project Authorization, unless such party has notified the other party, in writing, of a new mailing address. All notices under this Agreement shall be deemed duly given: (a) upon delivery if delivered by hand; (b) upon receipt by the addressee if sent by US mail; (c) upon the date signed for a receipt by a party to this Agreement if sent by US certified mail - return receipt requested; and (d) one business day after being deposited with an overnight delivery service

19. Termination. Integrated Restoration retains the right to terminate any Project Authorization in the event that Integrated Restoration and Customer’s insurance provider cannot agree to terms for the Scope of Work (as defined in the Project Authorization) pursuant to a Project Authorization.

20. Modification. Customer expressly acknowledges and accepts and assets on an on-going basis to be bound by this Agreement, as may be amended form time to time upon thirty (30) days’ prior written notice to Customer at Customer’s last known address. Amendments to this Agreement may also be provided form time to time in this Agreement, addenda, schedules, or exhibits to the foregoing. Customer agrees it is Customer’s responsibility to review this Agreement and any amendments thereto prior to entering any transaction with Integrated Restoration.

21. Miscellaneous. The terms and conditions as set forth herein, as amended from time to time, will be binding upon and inure to the benefit of the parties, their successors, heirs, executors, representatives, and assigns. This Agreement states the entire agreement between the parties and neither party will be bound by any stipulations, representations, agreement, or promises, oral or otherwise, not contained in this Effective as of February 15, 2024 TERMS AND CONDITIONS FOR INTEGRATED RESTORATION PROJECT AUTHORIZATION Agreement. This Agreement, in conjunction with the Project Authorization, supersedes all previous agreements between the parties, either oral or in writing, and may be amended only in a writing signed by both parties. If any term or provision of this Agreement is held to be invalid, void, or unenforceable, the remainder of the Agreement will remain in full force and effect and will in no way be affected, impaired, or invalidated, and this Agreement will be construed as if the invalid, void, or unenforceable provisions were omitted. In no event will the Project Authorization or other documents modify the terms and conditions of this Agreement, whether any such terms conflict, supplement, do not conflict, or add to this Agreement, and any such terms will be considered material deviations from this Agreement. Any waiver or failure of Integrated Restoration to require strict compliance with the provisions of this Agreement in any respect will not be deemed a waiver of Integrated Restoration’s right to insist upon strict compliance in other respects or thereafter in the same respect. All remedies provided to Integrated Restoration are in addition to its rights at law. No action or suit to enforce Customer’s rights or remedies arising from any purchase of Services by Customer will be commenced more than one year from the date of completion of performance or delivery of the applicable Services. CUSTOMER ACKNOWLEDGES THAT ALL SERVICES TO BE PROVIDED BY INTEGRATED RESTORATION AND OBLIGATIONS OF THE CUSTOMER ARE SUBJECT TO THE TERMS AND CONDITIONS PROVIDED IN THIS AGREEMENT. 4881-7966-4036, v. 5