Services Agreement

This Services Agreement (this "Agreement"), dated as of the date upon which both parties have executed this Agreement (the "Effective Date"), is by and between The Maryland Painting Company, a Maryland limited liability company, with offices located at 107 Phoenix Dr., Upper Marlboro, MD 20774 ("Service Provider") and the undersigned customer ("Customer" and together with Service Provider, the "Parties", and each a "Party").

Service Provider and Customer agree as follows:

1. Services. Service Provider shall provide to Customer the services (the "Services") set out in one or more itemized invoices to be issued by Customer and accepted by Service Provider. The initial accepted itemized invoice shall be incorporated herein by reference. Additional invoices shall be deemed issued and accepted only if signed by the Service Provider Contract Manager and the Customer, appointed pursuant to 2.1(a) and 3.1, respectively.

2. Disclaimer. This contract creates a mortgage or lien against your property to secure payment and may cause a loss of your property if you fail to pay the amount agreed upon. You have the right to consult an attorney. You have the right to rescind this contract within three (3) business days prior to the work being completed by notifying the contractor in writing that you are rescinding the contract. By executing this Agreement, you agree to execute a separate acknowledgement of this provision

3. Service Provider Obligations. Service Provider shall:

   Designate employees or subcontractors that it determines, in its sole discretion, to be capable of filling the following positions:

   1. A telephone dispatcher to act as its authorized representative with respect to all matters pertaining to this Agreement.

   2. A number of employees or subcontractors that it deems sufficient to perform the Services set out in each invoice, (collectively, with the telephone dispatcher, "Provider Representatives").

   3. Maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Service Provider in providing the Services. During the Term, upon Customer's written request, Service Provider shall allow Customer or Customer's representative to inspect and make copies of such records in connection with the provision of the Services; provided that Customer provides Service Provider with at least seven (7) business days advance written notice of the planned inspection, and any such inspection shall take place during regular business hours, and any such inspection shall occur no more than once per thirty (30) day period.

4. Customer Obligations.

   Customer shall:

   1. Respond promptly to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services.

   2. Cooperate with Service Provider in its performance of the Services and provide access to Customer's premises, as required to enable Service Provider to provide the Services.

   3. Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Service Provider's provision of the Services.

   4. File any service-related complaints within seven (7) days of identifying the underlying incident or damage via email to support@marylandpainting.com, or by calling 1 (301) 241-6440 during regular business hours Monday through Friday.

5. Fees and Expenses.

   In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in the applicable invoice. Payment to Service Provider of such fees and the reimbursement of expenses pursuant to this Section 5 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable invoice, said fee will be payable within twenty-four (24) hours of receipt by the Customer of an invoice from Service Provider but in no event more than thirty (30) days after completion of the Services performed pursuant to the applicable invoice.

   For the avoidance of doubt, a nonrefundable one-third (⅓) deposit for garage door installation services outlined in the applicable invoice shall be due upon execution of this

   Agreement, subject to the Maryland Door to Door Sales Act.

   1. Customer shall reimburse Service Provider for all reasonable expenses incurred in accordance with the invoice, within twenty-four (24) hours of receipt by the Customer of an invoice from Service Provider accompanied by receipts and reasonable supporting documentation.

      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; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Service Provider's income, revenues, gross receipts, personnel, or real or personal property or other assets.

      Except for the invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of (a) the rate of ten percent (10%) per month and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Service Provider for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees.

6. Forms of Payment.

   Applicable forms of payment include debit or credit card, Cashapp, personal checks, certified checks or cash. All payments made by check or cash must be provided in person immediately upon completion of services. Checks and cash payments will not be accepted via mail.

7. Limited Warranty.

   Limited 48-Hour Warranty

   At The Maryland Painting Company, we prioritize rapid and responsive service. Our limited 48-hour warranty is designed to offer prompt resolution for any concerns post-service.

   To make a valid warranty claim, you must:

   • Pay the full contract price.

   • Retain a copy of the original contract.

   • Retain evidence of payment in full.

   • Pay for all materials used for the repairs.

   • Ensure the property is accessible for The Maryland Painting Company to inspect and perform any warranty work or repairs.

   Please Note:

   This warranty provides you with specific legal rights. Certain jurisdictions may have limitations or restrictions that could alter these rights. This limited warranty replaces any other warranties, whether direct or implied. It applies only to services rendered by The Maryland Painting Company to the original contract signee. The Maryland Painting Company is not liable for damages surpassing the original contract price. Any changes to this warranty must be documented and agreed upon by all parties involved.

   For 48 hours from the job completion date, The Maryland Painting Company will address any immediate concerns related to our service. Any corrections or issues pointed out after the 48-hour period will be subject to additional charges.

   Initiating a Warranty Claim

   For warranty services, please contact The Maryland Painting Company directly within the 48-hour window to address your concerns.

   Warranty Exclusions

   This 48-hour warranty does not cover:

   1. Projects where The Maryland Painting Company did not provide the paint or materials.

   2. Work not conducted by The Maryland Painting Company.

   3. Varnished surfaces.

   4. Surfaces made of or containing galvanized metal.

   5. The cost of paint for repairs.

   6. Issues resulting from paint defects, irrespective of the supplier.

   7. Knot, rust, or cedar bleeding.

   8. Drywall, plaster, or wood cracks.

   9. Peeling, blistering, or chipping due to:

      • previous paint layers,

      • abnormal usage,

      • structural defects,

      • moisture in the substrate,

      • chemical exposure, abrasions, or damage,

      • uncontrollable events like fires, floods, or acts of God.

        Immediate concerns will be addressed only within the regions serviced and agreed upon in the contract.

8. Term, Termination, and Survival.

   This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all applicable invoices unless sooner

   terminated pursuant to Section 8.1 below.

   1. Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party") if the Defaulting Party:

      1. Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach.

      2. Files for bankruptcy or admits its inability to pay its debts generally as they become due.

      3. Becomes subject, voluntarily, or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing.

      4. Is dissolved or liquidated or takes any corporate action for such purpose.

      5. Makes a general assignment for the benefit of creditors.

      6. Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

   Notwithstanding anything to the contrary, Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder, and such failure continues for seven (7) days after Customer's receipt of written notice of nonpayment; or more than once in any one (1) week period.

   The rights and obligations of the Parties set forth in this Section 8.1 and in Sections 1-7, and any right or obligation of the Parties in this Agreement which, its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

9. Limitation of Liability and Indemnification.

   SERVICE PROVIDER IS NOT RESPONSIBLE FOR MINOR PAINT SPLATTERS OR OVERSPRAY WITHIN REASON ON FLOORING, FURNITURE, OR OTHER INCIDENTAL AREAS NOT DESIGNATED FOR PAINTING, PROVIDED THAT STANDARD PROTECTIVE MEASURES HAVE BEEN EMPLOYED.

   IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR PAINT OR MATERIAL

   DEFECTS NOT SUPPLIED BY SERVICE PROVIDER, DAMAGE TO ITEMS NOT INCLUDED IN THE PAINTING SCOPE OF WORK, NOR STRUCTURAL, ARCHITECTURAL, ELECTRICAL, OR ENGINEERING DEFECTS EXISTING PRIOR TO THE SERVICES OR FAILURES THAT OCCUR AT NO FAULT OF SERVICE PROVIDER'S EMPLOYEES OR SUBCONTRACTORS.

   IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO THE 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.

   IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT AND THE APPLICABLE INVOICE.

10. Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

11. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 10.

    Notice to Service Provider: Attention: The Maryland Painting Company Address: 107 Phoenix Drive, Upper Marlboro, Maryland, 20774

    Telephone Number: (301)241-6440

    Maryland Home Improvement Commission (MHIC) Number: 115194

12. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be 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

13. Amendments. No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by an authorized representative of each Party.

14. Waiver. 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.

15. Assignment. Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section 14 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Service Provider may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Service Provider's assets without Customer's consent.

16. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

17. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Customer being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Customer the right to instruct, supervise,

    control, or direct the details and manner of the completion of the Services. The Services must meet the Customer's final approval and shall be subject to the Customer's general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

18. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

19. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Maryland, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Maryland.

20. Disputes. Service Provider and Customer shall attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and the spirit of mutual cooperation. If those attempts fail, then the dispute will be submitted for non-binding mediation conducted by a mutually acceptable mediator. The mediator will be chosen by the Service Provider and Customer within twenty-one (21) days after written notice by either Party demanding mediation. In no event shall either Party unreasonably withhold consent to the selection of a mediator and the Service Provider and Customer will share equally the costs of the mediation. Any dispute that cannot be resolved between the Parties through negotiation or mediation within forty-five (45) days of the date of the initial demand for mediation by one of the Parties may then be submitted to binding arbitration, conducted before an arbitrator in Prince George's County, Maryland in accordance with the National Rules for the Resolution of Commercial Disputes of the American Arbitration Association then in effect. The use of any mediation procedures will not be construed under the doctrines of laches, waiver, or estoppel to adversely affect the rights of either Party. Judgment may be entered on the arbitration award in any court having jurisdiction and the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of this Agreement. Nothing in this Section 19 will prevent either Party from resorting to judicial proceedings, if: (a) good faith efforts to resolve the dispute have been unsuccessful, (b) the claim or suit involves intellectual property rights, or (c) interim relief from a court is necessary to prevent serious and irreparable injury to that Party or to others. By executing this Agreement, both parties agree to execute a separate acknowledgment of this provision.

    Notwithstanding the foregoing, formal mediation may also be available through the MHIC following your filing of a signed, complete complaint form available at:

    https://www.dllr.state.md.us/forms/mhiccomplaint.doc.

21. 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.

22. 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. Notwithstanding anything to the contrary in Section 12, 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.

23. Force Majeure. No Party shall be liable or responsible to the other Party, nor 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 the Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemics such as the novel coronavirus COVID-19, or explosion; (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; and (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party.

    The Impacted Party shall give notice within two (2) 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. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 22, the

    other Party may thereafter terminate this Agreement upon seven (7) days' written notice.

24. COVID-19 Disclaimer. While Service Provider commits to following Center for Disease Control (CDC) protocol(s) in their provision of all services under this Agreement, and the applicable invoice, Customer assumes the risk of contracting the novel coronavirus COVID-19 by virtue of entering this Agreement and interacting with any of Service Provider's staff or subcontractors as required to fulfill their obligations of this Agreement.

25. STANDARD OF WORK. All finished work performed by SERVICE PROVIDER shall be judged against the standard set by the Painting Contractors Association (PCA) Industry Standards P1. By moving forward with the services provided by SERVICE PROVIDER, the CUSTOMER agrees that any work meeting the criteria and specifications outlined in the PCA P1 is deemed complete and satisfactory. For a detailed understanding of the

PCA P1 standards, click here.