TERMS AND CONDITIONS for PAUL’S TREE REMOVAL, LLC

Last Updated: August 20, 2023

I. Applicability.
1. These terms and conditions for services (these “Terms”) are the only terms that
govern the provision of services by Paul’s Tree Removal, LLC (“Paul’s Tree
Removal”) to the person, firm, or entity hiring Paul’s Tree Removal (“Customer”).

2. These Terms prevail over any of Customer’s general terms and conditions
regardless of whether or when Customer has submitted its request for proposal,
order, or such terms. Provision of services to Customer does not constitute
acceptance of any of Customer’s terms and conditions and does not serve to
modify or amend these terms.

II. Services.
Paul’s Tree Removal shall provide the services to Customer as mutually
agreed upon between Paul’s Tree Removal and Customer (the “Services”), in accordance
with these Terms.

III. Customer Obligations. Customer shall:
1. Cooperate with Paul’s Tree Removal in all matters relating to the Services and
provide such access to Customer’s premises as may reasonably be requested by
Paul’s Tree Removal, for the purposes of performing the Services.

2. Respond promptly to any request of Paul’s Tree Removal to provide direction,
information, approvals, authorizations, or decisions that are reasonably
necessary for Paul’s Tree Removal to perform Services in accordance with the
requirements of these Terms.

3. Obtain and maintain all necessary licenses and consents and comply with all
applicable laws in relation to the Services before the date on which the Services
are to start.

IV. Tree and Shrubbery Ownership.
Customer explicitly represents, warrants, and
covenants that all trees, shrubbery, or other such material to which the Customer has
authorized the Services are the Customer’s property and that Customer has full authority
to authorize such Services.

V. Customer Acts or Omissions.
If Paul’s Tree Removal’s performance of its obligations is
prevented or delayed by any act or omission of Customer or its agents, subcontractors,
consultants, or employee, Paul’s Tree Removal shall not be deemed in breach of its
obligations 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.

VI. Fees and Expenses; Payment Terms; Interest on Late Payments.
1. In consideration of the provision of Services by Paul’s Tree Removal, Customer
shall pay all amounts due to Paul’s Tree Removal within seven (7) days from the
first date of provision of the Services. This is a material term of the Terms and
time is of the essence.

2. In the event payments are not received by Paul’s Tree Removal within five (5) days
after becoming due, Customer shall pay interest on any such unpaid amounts at
a rate of 1% per month or, if lower, the maximum amount permitted under
applicable law, from the date such payment was due until the date paid.

3. Customer shall reimburse Paul’s Tree Removal for all costs incurred in collecting
any overdue payments and related interest, including, without limitation,
attorneys’ fees, legal costs, court costs, and collection agency fees. If a check
tendered by Customer is returned for insufficient funds, uncollected funds or
stopped payment, Customer shall pay Paul’s Tree Removal a $50 service fee.

4. Customer shall be responsible for all sales, use, and excise taxes, and any other
similar taxes, dues, and charges of any kind imposed by any federal, state, or
local governmental entity on any amounts payable by Customer hereunder.

5. No endorsement, statement or disclaimer on any check, letter, or any method of
payment shall act as an accord or satisfaction, or as a waiver of any condition
specified in these Terms unless and until it is accepted by Paul’s Tree Removal in

a separate, written agreement signed by a duly authorized representative of
Paul’s Tree Removal.

VII. Limitation of Liability.

1. IN NO EVENT SHALL PAUL’S TREE REMOVAL BE LIABLE TO CUSTOMER OR ANY
THIRD PARTY FOR ANY LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFIT, OR
BUSINESS INTERRUPTION (OR LOSS OF DATA OR DIMINUTION IN VALUE), OR FOR
ANY CONSEQENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR
PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT
(INCLUDING NEGLIENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH
FAMAGES WERE FORESEEABLE AND WHETHER OR NOT PAUL’S TREE REMOVAL
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTADING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS
ESSENTIAL PURPOSES.

2. IN NO EVENT SHALL PAUL’S TREE REMOVAL’S AGGREGATE LIABILITY ARISING
OUR OF OR RELATED TO THESE TERMS OR THE SERVIES, WHETHER ARISING OUT
OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIENCE) OR
OTHERWISE, EXCEED ONE TIMES THE AGGREGATE AMOUNTS PAID OR
PAYABLE TO CUSTOMER PURSUANT TO THE SERVICES.

3. The limitation set forth in this section shall not apply to liability resulting from
Paul’s Tree Removal’s willful or wanton misconduct.

VIII. Job Site Conditions.
Paul’s Tree Removal is not responsible for damages to underground
sprinklers, drain lines, invisible fences, underground cables, septic systems, or any other
such underground system or equipment, unless such equipment or systems is
adequately and accurately mapped by Customer prior to provision of the Services.
Customer acknowledges that small ground impressions may occur during the tree
trimming / removal process and it will be Customer’s responsibility to fix them.

IX. Waiver.
No waiver by Paul’s Tree Removal of any of the provisions of these Terms is
effective unless explicitly set forth in writing and signed by Paul’s Tree Removal,
notwithstanding any course of conduct. No failure to exercise, or delay in exercising, any
rights, remedy, power, or privilege arising from this Agreement operates or may be
construed as a waiver thereof. No single or partial exercise of any right, remedy, power,
or privilege hereunder precludes any other or further exercise thereof or the exercise
of any other right, remedy, power, or privilege.

X. Indemnification.
Customer shall defend, indemnify and hold harmless Paul’s Tree
Removal, its subsidiaries, affiliates, successors or assigns, and its respective directors,
officers, shareholders, and employees against any and all loss, damage, liability, claim
deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including
reasonable attorney and professional fees and costs, and the cost of enforcing any right
to indemnification hereunder and the cost of pursuing any insurance providers arising
out of or related to:

1. The Customer’s breach or non-fulfillment of any provision of these Terms or the
Services by Customer or Customer’s personnel, including but not limited to
breach of Section IV;

2. Any negligent or more culpable act or omission of Customer or its personnel
(including any reckless or willful misconduct) in connection with the performance
of its obligations under these Terms;

3. Any bodily injury, death of any person, or damage to real or tangible personal
property caused by the negligent or more culpable acts or omissions of Customer
or its personnel (including any reckless or willful misconduct); or

4. Any failure by Customer or its personnel to comply with any applicable federal,
state, or local laws, regulations, or codes.

XI. Driveways and Sidewalks.
Paul’s Tree Removal is not responsible for any cracks or other
damage caused to sidewalks and / or driveways from its vehicles or equipment.

XII. Statute of Limitations.
Customer must file any action arising directly or indirectly from
or relating to these Terms or the Services no later than three hundred and sixty five (365)
days after the first date of provision of the Services. Customer waives the right to file
any action arising directly or indirectly from or relating to these Terms or the Services
under any longer statute of limitations or statute of repose.

XIII. No Third-Party Beneficiaries.
These Terms are for the sole benefit of the parties hereto
and their respective successors and permitted assigned and nothing herein, express or
implied, is intended to or shall confer upon any other person or entity any legal or
equitable right, benefits, or remedy of any nature whatsoever under or by reason of these
terms.

XIV. Governing Law.
These Terms and all related documents, and all matters arising out of or
relating to these Terms or the Services, whether sounding in contract, tort, or statute,
are governed by, and construed in accordance with, the laws of the State of Ohio,
including its statutes of limitations, 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 Ohio.

XV. Submission to Jurisdiction.
Any legal suit, action, or proceeding arising out of or relating
to these Terms or the Services shall be instituted in the federal or state courts of the
State of Ohio, in each case located in the City of Cincinnati and County or Hamilton, and
each party irrevocably submits to the exclusive jurisdiction of such courts in any such
suit, action, or proceeding.
Severability. If any term or provision of these Terms is found to be invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not
affect any other term or provision of these Terms or invalidate or render
unenforceable such term or provision in any other jurisdiction. Upon a determination
that any term or provision is invalid, illegal, or unenforceable, a court may modify
these Terms to give effect to the original intent of the parties as closely as possible in
order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent