1. Definitions

As used herein,

1. Applicable Law means all statutes, ordinances, regulations, rules or orders of any kind whatsoever of any federal, state or local governmental authority or agency that may be in effect from time to time and applicable to the relevant activities contemplated by these Terms and Conditions and/or Customer's ownership, movement, shipment, maintenance, labeling, repair or operation of the Equipment in any state or territory.
2. Authorized Repair Facility means (i) any franchised dealer of the Equipment that is authorized by the manufacturer of the Equipment to repair the Equipment, and (ii) any other repair facility approved by the Provider in writing to repair the Equipment.
3. Commercial Equipment Protection ESP Registration means such document by which Customer registers for coverage under the ESP and on which Provider may fully rely.
4. Coverage Term means the one-year period during which coverage under ESP is in effect as set out below:
   1. Customer is afforded the opportunity at any time to purchase this ESP in accordance with the then current practices of Provider and at the then current rates, each of which may be altered in Provider's sole discretion. Coverage under the ESP begins on the later of: (1) immediately if Customer purchases the ESP at the same time Customer purchases the Equipment, or (2) If the ESP is purchased after the Equipment has been installed, 90 days after Provider receives payment from Customer for the purchase of the ESP.
   2. The ESP will automatically renew on a rolling 12-month basis and Customer will automatically be billed unless the ESP is cancelled by Customer. Should Customer choose not to renew the ESP, Customer can simply contact Provider in writing (email is fine) and express his desire not to renew.
5. Customer means the purchaser of the ESP as defined on the Summary Page or an assignee thereof as expressly permitted hereunder, or the legal owner of the Covered Equipment.
6. Equipment or Covered Equipment means the equipment described on the Summary Page.
7. Failure means a failure of a Covered Part (i) arising from any cause not expressly excluded from coverage
8. Service Fee The Service Fee is that payment made by Customer to Provider for the purchase of the ESP.

2. Customer Responsibilities

Commencing on the ESP Effective Date and continuing until the ESP Expiration Date, Customer shall:

1. Operate the Equipment reasonably and without abuse.
2. Use reasonable care when operating the equipment.
3. Comply with all Applicable Laws relating to ownership of the Equipment.
4. Customer shall be current with all payments, which are not the subject of a good faith dispute.
5. Customer shall afford Provider or his designee reasonable access to the Equipment for the purpose of inspection and repair.
6. Customer understands that the ESP does not cover the cost of labor and installation. The ESP only covers the cost of parts necessary to repair Equipment or replacement the Equipment.

3. Provider Responsibilities

1. In consideration for the Service Fee, Provider shall provide the coverage described on the Summary Page in strict accordance with the terms and conditions set forth herein.
2. In performance of its responsibilities under the ESP, Provider will comply with the laws of the state or United States territory where the Equipment is installed.
3. THE SCOPE OF PROVIDER'S RESPONSIBILITIES UNDER THE ESP IS GOVERNED SOLELY AND EXCLUSIVELY TO BY THE TERMS AND CONDITIONS SET OUT HEREIN, AND THE CUSTOMER IS BOUND BY SUCH TERMS AND CONDITIONS. ANY ADDITIONAL OR INCONSISTENT TERMS CONTAINED IN ANY OTHER DOCUMENT OR COMMUNICATION, ORAL OR WRITTEN, PROVIDED BY CUSTOMER OR ANY THIRD PARTY REGARDLESS OF FORM ARE EXPRESSLY REJECTED, VOID AND OF NO FORCE OR EFFECT.
4. PROVIDER MAKES NO WARRANTIES OF ANY KIND HEREUNDER. THE PROVIDER SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE. WITHOUT LIMITATION, THE PROVIDER NEITHER OFFERS NOR PROVIDES ANY WARRANTY FOR ANY PART, COMPONENT, OR OTHER ITEM RELATING TO THE EQUIPMENT, THAT IS OR MAY BE SEPARATELY WARRANTED BY SUCH PART'S, COMPONENT'S OR OTHER ITEM'S MANUFACTURER NOR OFFERS NOR PROVIDES ANY GUARANTEE OR WARRANTY THAT REPAIRS PERFORMED BY AUTHORIZED REPAIR FACILITIES WILL BE PERFORMED IN ACCORDANCE WITH APPLICABLE LAWS OR IN A PROFESSIONAL OR WORKMANLIKE MANNER. EXCEPT AS OTHERWISE PROVIDED BY THE LAWS OF THE STATE OR TERRITORY WHERE THE ESP IS PURCHASED:
   1. IN NO EVENT SHALL PROVIDER BE RESPONSIBLE TO CUSTOMER, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, SUPPLIERS, AGENTS, REPRESENTATIVES OR EMPLOYEES UNDER THE ESP OR THESE TERMS AND CONDITIONS FOR ANY (1) SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOST SALES, LOST BUSINESS OPPORTUNITY, LOSS OF PREVIOUS EXPENDITURES OR INVESTMENTS, COSTS OF RENTAL OR REPLACEMENT EQUIPMENT OR HARM TO REPUTATION OR GOODWILL), REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (2) DAMAGE TO PROPERTY OR INJURY, ILLNESS OR DEATH INVOLVING THE EQUIPMENT, COVERED PARTS OR ANY FAILURE;
   2. IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY UNDER THE ESP EXCEED THE VALUE OF THE PAYMENTS DUE PROVIDER UNDER THE ESP IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET OUT HEREIN; AND
   3. OBTAINING A REIMBURSEMENT OF PAYMENT MADE TO PROVIDER IS THE CUSTOMER'S EXCLUSIVE REMEDY UNDER THE ESP AND IS IN LIEU OF ANY OTHER REMEDY OR REMEDIES OTHERWISE AVAILABLE.

4. Territory

1. Coverage under the ESP applies exclusively to Equipment sold and registered by an authorized dealer in the United States and operated exclusively in the United States,

5. Exclusions

The ESP is not a policy or contract of insurance and is not subject to state or federal insurance laws. The ESP also does not cover the cost of labor and installation. The coverage provided by the ESP is limited to the cost of the Equipment only. The following exclusions and limitations are provided without limitation to any other exclusions or limitations set out hereunder, and shall apply to the ESP except to the extent in which they disallowed by the laws of the state where the ESP is purchased:

1. The ESP does not provide coverage for any failure Provider reasonably believes is the result of intentional abuse of the Equipment.
2. Provider may refuse to repair any Equipment believed to be sabotaged or repeatedly damaged. For the sake of clarity, Provider shall be under no obligation to repair Equipment which has repeatedly failed and where the likelihood of the failure originating from installation error or design/manufacturing defect can reasonably be ruled out by Provider. Provider's determination as to the reasonableness of the evidence being relied on to meet this threshold shall be final.
3. In addition and not limitation to the above, Provider may determine Equipment is not covered under the ESP in its sole, reasonable discretion if (i) the Equipment is not purchased from Provider or a Provider authorized seller, (ii) the Equipment is being used in any setting other than single family residential, (iii) the ESP expressly excludes the cost of labor, (iv) Customer provides Provider with false or misleading information. Lies by omission will be considered misleading information. (v) any other reason Provider may determine in its reasonable discretion shows bad faith by Customer.

NOTWITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS TO THE CONTRARY, NO COVERAGE WILL BE PROVIDED UNLESS CUSTOMER PROMPTLY PROVIDES WRITTEN NOTICE OF A POTENTIAL FAILURE TO PROVIDER PRIOR TO OR ON THE ESP EXPIRATION DATE.

6. Transferability

1. Coverage under the ESP is not transferrable by Customer to any other party without the express written consent of Provider. Provider may assign any and/or all of its rights and obligations under the ESP to any party, at anytime and in its sole discretion.

7. Cancellation

1. Provider may cancel the ESP with immediate effect and without liability of any kind if Provider reasonably believes Customer is intentionally damaging or destroying the Equipment.
2. Customer may cancel the ESP by providing Provider written notice of Customer's intent to cancel. Such cancellation will be effective 30 days from Provider's receipt of written notice and no further billing will be sent to Customer.

8. Disputes

1. To encourage the prompt and equitable settlement of any dispute under the ESP that may arise between the parties, the parties agree to negotiate their dispute(s) directly and in good faith for a period of not less than thirty (30) days after receiving written notification of the existence of a dispute. If either party desires, it may request in writing that both parties submit their dispute(s) to a licensed attorney who is an experienced mediator located in the county where the Customer resides, in which instance the Provider shall select the attorney who will work with the parties in an effort to resolve the dispute utilizing non-binding mediation. Fees for the non-binding mediation shall be born equally by the Parties.
2. If a resolution of the dispute is not achieved in accordance with the above, the dispute shall be resolved through arbitration in the state of Florida before three (3) arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award rendered by the arbitrators may be entered in any court of having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
3. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING DIRECTLY OR INDIRECTLY UNDER THE ESP.

9. Miscellaneous Provisions

1. No person, dealer or agent may in any way alter or extend the terms and conditions set out herein without the prior written authorization of the Provider. Any accommodation made to the Customer by any party shall not constitute a waiver, modification or extension of the terms and conditions of the ESP as expressed herein.
2. The ESP gives the Customer specific legal rights and the Customer may also have other rights, which may vary, from state to state.
3. EXCEPT WHERE EXPRESSLY PROHIBITED BY LAW, THE TERMS AND CONDITIONS OF THE ESP ARE THE CUSTOMER'S EXCLUSIVE REMEDIES UNDER THE ESP AND ARE IN LIEU OF ANY OTHER REMEDY OR REMEDIES OTHERWISE AVAILABLE.
4. The terms and conditions set out herein supersede and replace any and all ESPs, representations, understandings, and terms and conditions whatsoever made by any party prior to the execution of the ESP. The terms contained herein constitute the entire understanding of the Customer, and all other parties named herein, with respect to the subject matter hereof. The unenforceability of any term or condition set out herein shall not be construed to limit the enforceability of any other term or condition set out herein. The waiver or non-enforcement by a party shall not operate in law or in equity to prevent such party from later enforcing such or similar rights, requirements, terms or conditions. No changes may be made to the ESP unless approved by the Provider in writing.
5. The ESP shall be interpreted for all purposes in accordance with the laws of the state of Florida.
6. The ESP does not guarantee Equipment uptime.
7. This ESP is not insurance and is not subject to state insurance laws.
8. Purchase of this ESP is not required.
9. Each party acknowledges and agrees that each party and its counsel has reviewed and revised this document and that this document will 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.