TERMS AND CONDITIONS FOR CLEANING SERVICES

By accepting services and/or agreeing to an invoice from B.A.D. Ventures L.L.C. d/b/a All Clear, in Iowa limited liability company (“All Clear”), you (“Customer”) acknowledge and agree to the terms and conditions of service as stated in these Terms and Conditions for Cleaning Services (this “Agreement”). This Agreement, along with our estimate(s), invoice(s), and cleaning schedule(s), constitute the entire agreement between the parties and no other representation or statement, whether written or oral, shall be binding upon the parties.

1.                  Services.

(a)               All Clear shall provide to Customer certain cleaning services as set out in its estimate (the “Estimate”) to Customer (the “Services”), at the location(s) set out in the Estimate. In the event Customer desires All Clear to regularly perform additional Services beyond those listed in the Estimate, the parties may enter into an additional agreement, setting out the (i) scope of the additional Services, (ii) the schedule of the additional Services, and (iii) the payment terms for the additional Services.

(b)               Customer may request All Clear perform one-off, as-needed cleaning services, the terms of which will be set out in an additional invoice between Customer and All Clear, or as otherwise agreed between Customer and All Clear.

2.                  Cleaning Service Schedule. All Clear shall perform the Services on the schedule set out in the Estimate (the “Service Schedule”). All Clear’s cleaning staff shall perform the Services on the dates and times as set out in the Invoice, observing all standard major U.S. holidays.

3.                  Payment.  All Clear shall invoice Customer for Services performed for Customer. Invoices will include a description of the cleaning services performed under this Agreement as well as any pre-approved expenses incurred in the performance of the Services.  Payment will be due within thirty (30) days of invoicing. A late charge of 1% per month of the total invoice amount or the highest rate permissible under applicable law will be added to any invoice not timely paid.  In addition to all other remedies available under this Agreement or otherwise, in the event Customer fails to pay an invoice in full and the failure to pay continues for thirty (30) days, All Clear may suspend the provision of any Services under this Agreement. 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.

4.                  Customer Obligations.

(a)               Customer shall provide All Clear and its employees with means and instructions of access for the locations where All Clear is to provide Services.

(b)               Customer shall keep the premises to be cleaned in such condition to allow All Clear’s cleaning staff to properly and safely perform the Services. Customer will warn All Clear and its cleaning staff of any hidden or concealed dangers or any unsafe conditions that may potentially harm All Clear’s cleaning staff while they perform the Services.

(c)               In the event Customer does not want All Clear to perform cleaning services on any particular day or at a particular time, Customer shall give All Clear prior notice at least 24 hours prior to the regularly scheduled cleaning time. If Customer cancels cleaning services with less than 24 hours of prior notice, All Clear may charge Customer a cancellation fee of up to $100.00.

(d)               Customer will reasonably cooperate with All Clear to answer questions, provide instructions, or otherwise aid All Clear in providing the Services and will not unreasonably interfere with All Clear’s performance of the Services. If All Clear’s performance of its obligations under this Agreement is prevented by any act or omission of Customer or its agents, subcontractors, consultants, or employees, All Clear 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.

5.                  All Clear Obligations.

(a)               All Clear will perform the Services in a professional manner according to industry standards.

(b)               In the event All Clear needs to cancel a regularly scheduled cleaning, All Clear shall give Customer prior notice at least 24 hours prior to the regularly scheduled cleaning time.

(c)               During the Term of this Agreement, All Clear shall maintain insurance, including a general commercial liability policy, for such amounts and with such limits reasonably in line with industry standards.

ALL CLEAR MAKES NO WARRANTIES EXCEPT FOR THAT PROMISED IN SECTION 5(a) ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

6.                  Term; Termination.

(a)               This Agreement shall continue for the period set forth in the applicable Invoice unless sooner terminated under Section 6(b) or Section 6(c) (the “Initial Term”). This Agreement shall automatically renew for a period equal to the Initial Term or the latest Renewal Term (each a “Renewal Term”) unless either party gives notice to the other party of an election not to renew at least 30 days prior to the expiration of the Initial Term or the Renewal Term then expiring.

(b)               Either party may terminate this Agreement for convenience at any time by 90 days written notice to the other party.

(c)               All Clear may terminate this Agreement by written notice if Customer fails to pay any amount when due hereunder and (a) such failure continues for thirty (30) days after Customer's receipt of written notice of nonpayment, or (b) more than three (3) times in any six (6) month period. Any termination under this Section 6(c) shall be effective immediately unless otherwise described in the written notice.

(d)               Customer’s obligation to pay All Clear for services provided prior to termination, and, except in the case of termination under Section 6(c), after termination, shall survive any such termination.

7.                  Limitation of Liability. IN NO EVENT SHALL ALL CLEAR BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

8.                  Independent Contractor. It is understood and acknowledged by the parties to this Agreement that All Clear is an independent contractor of Customer and not an employee or agent. All Clear shall control the conditions, details, and means by which it provides the Services, and shall provide its own tools, equipment, and supplies (unless otherwise set out in this Agreement).

9.                  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 All Clear hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, wind storms, explosions, or other similar disasters; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (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; and (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. The Impacted Party shall give notice within three days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

10.              Miscellaneous.

(a)               Notices. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated:  (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.  Notice will be sent to the address of All Clear set forth below, the address of Customer set forth on the signature to this Agreement, or such other address as either party may specify in writing.

Notice to All Clear:                                        

All Clear

1237 Lake Ave NE

Cedar Rapids, IA 52403

(b)               Governing Law; Forum.  This Agreement will be governed in all respects by the laws of the State of Iowa, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Any action or proceeding of any kind in any way arising from or relating to this Agreement shall be brought in the courts located in Linn County, Iowa.

(c)               Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

(d)               Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.

(e)               Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.

(f)                Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g)               Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.