REFRESH REFINISHING, INC.

SUBSCRIPTION SERVICES AGREEMENT (CARPET CLEANING)

This Subscription Services Agreement (“Agreement”) is entered by and between Refresh Refinishing, Inc. (“Refresh”) and the party identified as the subscriber for services on Refresh’s online subscription form for carpet cleaning services (“Customer”) (collectively, the “Parties” or a “Party”).  

The “Effective Date” of this Agreement shall be the first day of the month immediately following the date upon which Customer first submitted a subscription for services on Refresh’s online subscription form for carpet cleaning services (the “Subscription Form”). 

1. Services.  Subject to Customer’s full performance of, and compliance with, this Agreement and the Subscription Form, Refresh shall perform such carpet cleaning and related services as selected by Customer on the Subscription Form (the “Services”).  Refresh is under no obligation to provide any Services other than those selected by Customer on the Subscription Form.  

1. 1. Limitations on Services.  The Services are subject to the following limitations:

• All Services are limited to one (1) use of Services (“Service Use”) per calendar month. For example, if Customer selects the Basic subscription plan (four (4) Service Uses per year), Customer may not use all four (4) Service Uses in one (1) calendar month.

• Customer must schedule each Service Use with Refresh by calling (330) 237-9333 or by emailing workorders@refreshcompanies.com and include Customer’s name, address, account number, phone number, email address, and the requested date/time of service.

• Service dates / times shall be during Refresh’s scheduled business hours and subject to availability of personnel, equipment, and materials.  Customer is not permitted to schedule recurring service dates / times.  Refresh will deny any such requests and no employee, agent, or contractor of Refresh is authorized to grant any such request.

• Customer is not entitled to receive a refund or credit for unused Service Uses during a Term.

• “Rooms” are limited to a maximum area of 275 square feet of carpeted area.  Any carpeted area exceeding 275 square feet will be considered two (2) or more rooms depending on the size of the area.  In the event Customer requests Services for an area exceeding the number of rooms allotted by Customer’s subscription plan, Refresh reserves the right to: (a) stop Services upon reaching the maximum allowed area for the number of allotted rooms; or (b) finish providing Services and bill Customer for the additional rooms.

• All subscription plans include a 10% discount on any other service offered by the Refresh family of companies (available at https://refreshcompanies.com/) and billed at standard full rates.  This discount is not valid with any promotional offers, coupons, or other discounts. 

• All Services and Service Uses are valid for residential dwellings only, are restricted to the residence identified on the Subscription Form, and may not be used at more than one residential address, including multi-unit dwellings. 

1. 2. Rejection of Subscription.  Refresh reserves the right to reject any Subscription Form, for any reason.  If Refresh rejects a Subscription Form, it is not responsible for performing, and will not perform, the Services.

2. Incorporation; Cross-Acknowledgement.  The terms and conditions of the Subscription Form, as well as information, selections, and representations provided by Customer in the Subscription Form are expressly incorporated in this Agreement.  By: (a) submitting a Subscription Form; (b) accepting Services; and/or (c) providing payment, Customer agrees to be legally bound to: (a) this Agreement; (b) Refresh’s standard terms and conditions; (c) any information, selections, or representations provided by Customer when completing the Subscription Form; and (d) any terms and conditions contained in the Subscription Form, or any other document incorporated in the Subscription Form. To the extent that any term of this Agreement conflicts with or contradicts a term in the Subscription Form, the Subscription Form shall supersede this Agreement solely with respect to the conflicting term.

3. Subscription Term.  The term of this Agreement shall be twelve (12) full months from the Effective Date (a “Term”). This Agreement shall automatically renew upon the expiration of a Term unless Customer provides written notice to Refresh at least thirty (30) days prior to expiration of a Term. 

4. Termination.  Customer may terminate this Agreement at any time by providing written notice to Refresh.  If Customer terminates this Agreement within the first twelve (12) month Term, Customer shall pay a cancellation fee of $155.00.  Refresh may terminate this Agreement at any time by providing written notice to Customer. 

1. 1. Termination for Breach. Either Party may immediately terminate this Agreement for a material breach by providing the breaching Party with written notice of termination and a description of the breach.

5. Subscription Fees & Payment Terms. Customer shall pay a monthly subscription fee for the Services, in accordance with subscription plan selected by Customer in the Subscription Form (the “Fee” or “Fees”).  In addition to the Fee, Customer may elect to purchase additional services (“Add-Ons”) at any time.  Customer may cancel Add-Ons at any time prior to the first day of the month following the cancellation. If Customer does not cancel Add-Ons prior to the first day of the month following the cancellation, Customer will be billed for the Add-Ons and Refresh will charge Customer’s preferred payment method. 

The current Fees for subscription plans and Add-On charges are set forth on Schedule A to this Agreement.  

1. 1. Fees Subject to Change.  Fees and Add-On charges are subject to change upon renewal of this Agreement.  Customer agrees, that upon renewal of this Agreement, Refresh may modify the Fees and Add-On charges to reflect current pricing. 

5. 2. Preferred Payment Method; Authorization.  Customer shall provide Refresh with a preferred payment method (credit card, debit card, ACH transfer) upon submission of the Subscription Form.  Customer shall ensure that the preferred payment method remains active. By submitting the Subscription Form or accepting the Services, Customer authorizes Refresh to automatically bill Customer for the Services (including any Add-Ons or other charges) monthly and charge Customer’s preferred payment method.  

5. 3. Additional Charges and Fees.  Customers paying by credit card or debit card may be, at Refresh’s discretion, charged a convenience fee.  The current convenience fee is set forth on Schedule A. Failed or declined payments shall be subject to the additional fee set forth on Schedule A.

5. 4. Billing Party.  Fees and Add-Ons may be billed by Refresh, any of Refresh’s affiliates, or a third-party vendor, without notice to, or consent of, Customer.  
   5. Non-Payment.  Customer agrees to timely and fully pay Fees and other charges.  In the event Refresh is not able to process payment for any reason other than due to Refresh’s own fault, Refresh may, at its discretion and in addition to all remedies under this Agreement, pursue all available legal remedies including recovering all reasonable costs of collection, including reasonable attorney’s fees and expenses, in addition to any outstanding amount due Refresh.

6. Performance; Limitation of Liability.  Refresh shall perform the Services in accordance with the Subscription Form and this Agreement. Refresh will use reasonable care to avoid damage to Customer’s property while performing the Services.  Refresh shall not be liable for any damage caused while performing the Services.  Notwithstanding, Refresh’s liability and damages shall be limited to the Services provided, or at Refresh’s discretion, the cost of the Services provided to Customer by Refresh during the twelve (12) consecutive months directly preceding the month in which the incident causing the damages arose.

7. Authorization.  By submitting the Subscription Form and scheduling Services, Customer authorizes Refresh to: (a) access their property, including any such places as are required to perform the Services; and (b) perform the Services.  Customer agrees to have an authorized adult present at the property on the date of service.  If no authorized adult is present on the date of service, Refresh will wait fifteen (15) minutes from the scheduled appointment time.  After fifteen (15) minutes, Refresh shall have the right to leave the property and assess Customer a no-show fee or deduct one (1) Service Use in its discretion. 

8. No Warranty.  Refresh does not provide any warranty of any kind related to the Services, unless otherwise set forth in this Agreement or explicitly agreed to in writing by Refresh.  Refresh provides the Services strictly on an “as is” basis and does not represent or warrant that: (a) the Services will be effective; (b) that the Services will be performed error-free; (c) that the Services or Customer’s selected subscription plan will satisfy Customer’s specific requirements or purpose; or make any other representation or warranty, without limitation. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REFRESH DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. WAIVER AND RELEASE.  Customer acknowledges that Refresh uses equipment, chemicals, and water to perform the Services.  Customer acknowledges that, while Refresh takes reasonable steps to screen its employees, agents, and contractors, it is impossible to control their actions.  Accordingly, by: (a) submitting a Subscription Form; (b) accepting Services; and/or (c) providing payment, Customer agrees to: (i) comply with all warnings and instructions provided Refresh; (ii) waive any all claims and damages against Refresh arising from or related to the Services, except as otherwise set forth in this Agreement; (iii) release Refresh from all such claims and damages; and (iv) covenant not to sue Refresh for any reason arising from or related to the Services.

10. INDEMNIFICATION.  In accordance with the waiver, release, and covenant not to sue set forth in this Agreement, Customer hereby indemnifies Refresh and holds the Refresh harmless against any damages, liability, costs, expenses and fees (including reasonable attorney’s fees and court costs) incurred as a result of, or in connection with, any claim or proceeding against Refresh arising from or related to: (a) any breach by Customer of any representation or provision contained in this Agreement; (b) Refresh’s employees, agents, or contractors providing the Services in a negligent, reckless, or intentionally deficient manner; (c) any intentional misconduct of Refresh’s employees, agents, or contractors, including intentional torts; or (d) Refresh’s employees, agents, or contractors providing the Services in a manner exceeding the scope of their authority.  This Section specifically includes, but is not limited to, conduct by Refresh’s employees, agents, or contractors that intentionally or unintentionally jeopardize the health, safety, or welfare of the Customer or any third parties.  Further, Customer acknowledges and agrees that this Section specifically applies to any instance in which Customer sues Refresh in contravention of the waiver, release, and covenant not to sue. 

11. AGREEMENT TO TERMS AND CONDITIONS.  By: (a) submitting a Subscription Form; (b) accepting Services; and/or (c) providing payment, Customer agrees to: (i) receive the Services; (ii) this Agreement; (iii) the terms and conditions of the Subscription Form; and (iv) the information, selections, and representations provided by Customer on the Subscription Form.

12. MISCELLANEOUS.

1. 1. Governing Law: Any dispute arising from or related to the Services, this Agreement, or the Subscription Form, shall be governed by Ohio law and shall be brought in a court of competent jurisdiction in Summit County Ohio.

12. 2. Entire Agreement:  This Agreement and the Subscription Form constitute the entire agreement of Refresh and Customer related to the Services.  If any of the terms included in this Agreement conflict with or contradict the Subscription Form, the Subscription Form shall control solely with respect to the conflicting term.  This Agreement and Subscription Form shall not be amended or modified unless in writing and signed by the Parties.

12. 3. Force Majeure. Failure by either Party to perform under this Agreement shall not be deemed a breach if: (a) the Party makes reasonable effort to resume performance; and (b) the failure to perform arose from any cause beyond the reasonable control of the Party, including, but not limited to the following: (i) acts of God; (ii) acts or omissions of any governmental entity; (iii) any rules, regulations, or orders issued by any governmental authority or any officer, department, or agency; (iv) natural disaster, public health crises, economic turmoil, civil strife, fire, storm, flood, earthquake, accident, war, rebellion, insurrection, riot, strikes, and lockouts; or (v) utility, telecommunication, or data failures.

12. 4. Heirs, Successors, and Assigns.  This Agreement may not be assigned, except that Refresh may assign this Agreement to an affiliate or in the case of: (a) merger; (b) reorganization; (c) acquisition; (d) consolidation; or (e) sale of all, or substantially all, of its assets. Any attempt to assign this Agreement other than as permitted shall be void ab initio. Without limiting the foregoing, this Agreement shall inure to the benefit of and bind the Parties’ respective heirs, successors, and permitted assigns.

12. 5. Headings. Section headings are for convenience only and shall not be part of this Agreement or used interpreting any terms or provisions of this Agreement.

12. 6. Waiver. The terms of this Agreement may be waived only by a writing signed by the Party entitled to receive the benefits and delivered pursuant to the notice provision set forth in this Agreement.  Failure by either Party to enforce this Agreement shall not be deemed a waiver of: (a) any rights or remedies of that Party; or (b) any subsequent default of this Agreement.

12. 7. Notices. All notices required to be given under this Agreement shall be in writing and shall be sent by e-mail with delivery receipt requested, to Refresh at: _________________ and to Customer at the email address provided on the Subscription Form.

12. 8. Unenforceability of Provisions. If any term or 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.

12. 9. Acknowledgement of Binding Agreement. By: (a) submitting a Subscription Form; (b) accepting Services; and/or (c) providing payment, Customer acknowledges and agrees that: (i) this Agreement and the Subscription Form is a binding legal agreement; (ii) they have read this Agreement and the Subscription Form prior to its execution; (iii) they fully understand the meaning and effect of this Agreement and the Subscription Form; (iv) they have had the opportunity to have this Agreement and the Subscription Form reviewed by counsel or have expressly elected to forego such review; and (v) they intend to be legally bound by this Agreement and the Subscription Form.

SCHEDULE A

FEE & ADD-ON SCHEDULE

FEES

• Current Convenience Fee:  3.2%

• Failed / Declined Payment Fee: $19.00

• Initiation Fee (1^st month): $45.00

• No Show Fee:   $55.00

• Basic Subscription: $19.95 / month
  • 4 Service uses per Term
  • 2 rooms and a hallway
  • Hot water extraction cleaning and standard deodorizer 

• Standard Subscription: $29.95 / month
  • 5 Service uses per Term
  • 3 rooms and a hallway
  • Hot water extraction cleaning and standard deodorizer 
  • Carpet raking 
  • 10 minutes of stain treatment (as needed)

 *Billed at standard rates after 10 min

• Deluxe Subscription: $34.95 / month 
  • 6 Service uses per Term
  • 5 rooms and a hallway; or up to 1,200 sq. ft. of carpet area 
  • Hot water extraction cleaning and standard deodorizer 
  • Carpet raking and fans 
  • 20 minutes of stain treatment (as needed)

*Billed at standard rates after 20 min

• • Restoration rotary scrub (as needed)
  • 1 free emergency spot clean per year (up to 30 minutes)

*Billed at standard rates after 30 min

ADD-ON CHARGES

• Each Additional Room: $8.00 / month

• Topical Pet Treatments: $24.95 / month 

• Carpet Protectant: $29.95 / month 

• Each Additional Service Use: $11.00 / month + balance owed for previous months in Term

• • Example: Six months into Basic Subscription; Customer adds one additional Service Use
  • $66.00 immediately due (Prior 6 months X $11.00)
  • $30.95 / month for remainder of Term ($19.95 + $11.00)