Terms/Condition

This Service Agreement (“Agreement”) is made and entered into by and between ZERO Air Heating, A/C & Refrigeration established under the laws of the State of Texas (“ZERO”), and the individual or entity listed on the signature block of this Agreement (“Customer”), collectively referred to as the “Parties,” hereby agree as follows:

1. ZERO Services.
   ZERO will provide the services as set forth in Exhibit A, Statement of Work, attached hereto and incorporated for all purposes, (“Services”), to the satisfaction of Customer.
2. Fees & Payments.
   1. Fees: Customer shall pay ZERO the amounts set forth in “Exhibit A,” in accordance with this Agreement.
   2. Taxes: All fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, uses, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, and local governmental or regulatory authority on any amounts payable by Customer.
   3. Payment: Customer shall pay all Fees set forth in “Exhibit A,” on a monthly basis and set up automatic payment set forth in “Exhibit B.” If at any time the method of automatic payment changes, the Customer shall inform ZERO before the next billing cycle.
   4. Late Payment: If Customer fails to make any payment when due, ZERO may charge interest on past due amount at a rate of $10 per month. Since the monthly rates are set by Customer’s commitment to set up automatic payments, if payment is not made for more than thirty (30) days, ZERO shall bill Customer the total amount due on the Agreement for the remainder of the Service Term.
3. Service Term.
   1. This Agreement is effective from the Effective Date through the Service Term set forth in the Order Form (“Term”), unless either party gives written notice, pursuant to the Termination clause of this Agreement. The Agreement will automatically renew for an additional one (1) year period at a similar rate determined by ZERO, unless otherwise terminated pursuant to Section 4.
4. Early Cancellation Policy:
   1. Customer agrees to maintain the maintenance plan for a minimum of six (6) consecutive months from the contract effective date.
   2. If the Customer cancels before completing this period, the remaining balance equivalent to the unpaid portion of the six-month term will be due immediately. This policy applies only to cancellations initiated by the Customer and does not apply to terminations by ZERO.
5. Ninety (90) Day Breakdown Guarantee
   1. For Platinum Maintenance Plan members, ZERO guarantees that systems serviced under the plan will remain operational for ninety (90) days following the completion of each scheduled tune-up.
   2. If a covered system experiences a breakdown during this ninety (90) day period, ZERO will waive the diagnostic fee and perform a follow-up visit at no additional charge.Any required parts, refrigerant, or additional labor not covered under this provision will be quoted separately, with all active plan discounts applied. This guarantee applies exclusively to the equipment serviced during the qualifying tune-up and does not cover unrelated system components, neglect, misuse, or damage caused by external factors.
6. After-Hours Fee Waiver (Platinum Members Only)
   1. Active Platinum Plan members will not be charged the standard after-hours service fee for visits scheduled outside of regular business hours (Monday through Friday, 8:00 a.m. to 6:00 p.m.).
   2. The standard diagnostic/service call rate and any applicable repair or parts costs remain in effect. This waiver does not apply on holidays or dates recognized by ZERO as company- observed holidays.
7. Loyalty Reward Credit (Platinum Members Only)
   1. Platinum Plan members who have maintained an active plan for a minimum of six (6) consecutive months may qualify to receive up to one thousand dollars ($1,000) in credit toward the purchase and installation of a new HVAC system provided and installed by ZERO.
   2. This credit is non-transferable, holds no cash value, and cannot be combined with any other promotional offer, discount, or rebate. Eligibility and credit amount will be determined by ZERO at the time of system replacement.
8. Suspension and Termination.
   1. If either party is in default of performance of any material obligation under this Agreement, the party that is not in default may give written notice of the default to the other party and if the party notified fails to correct the default within thirty (30) days or within such period fails to satisfy the party giving notice that the default does not exist, the party giving notice may terminate this Agreement upon expiration of the thirty (30) day period.
   2. This Agreement may be terminated at any time by mutual agreement of the Parties in writing.
   3. The termination of this Agreement will not affect any right or remedy that has accrued to either party at the time of termination.
   4. Upon termination of this Agreement, Customer will deliver to the appropriate representative of ZERO all Work Material related to the services performed by Customer in the format requested by the ZERO together with any keys, identification badges, or equipment owned by ZERO
   5. ZERO may terminate this Agreement, without cause, upon ten (10) days written notice to Customer.
9. Indemnification.
   Each Party agrees to indemnify and hold harmless the other Party and its respective, officers, directors, and employees and, agents, successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees , and permitted successors and assigns that occurs in connection with this Agreement.
   This indemnification will survive the termination of this Agreement.
10. Force Majeure.
    In no event will either party 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 payment obligation), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, pandemic, insurrection, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation, or pandemic or epidemic declared by the U.S. Centers for Disease Control. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.
    Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
11. Miscellaneous.
    1. Interpretation. For purposes of this Agreement the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation.” The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
    2. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
    3. Entire Agreement; Survival. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event that any provision of this Agreement is held void or unenforceable, the entire balance of this Agreement shall remain in full force and effect. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof 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 rights, 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 of any other right, remedy, power or privilege. The following Sections of this Agreement, as well as any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
    4. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except to an Affiliate or an entity that acquires all or substantially all of its business or assets related to the subject matter of this Agreement, whether through merger, reorganization, or otherwise. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assignees.
    5. No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assignees and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    6. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof 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 rights, 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 of any other right, remedy, power or privilege.
    7. Severability. If any 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. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement to bring about the intent of the parties as originally contemplated to the greatest extent possible.
    8. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the County of Bexar County and each party unconditionally and irrevocably submits to the exclusive jurisdiction of, and waives all objections to the laying of venue (including any objection of forum non conveniens) in, such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
    9. Waiver of Jury Trial. Each 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 or the transactions contemplated hereby.
    10. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
    11. Counterparts; Electronic Signature. 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, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Use of the Services shall have the same legal effect as a signature or electronic transmission and shall bind the Customer to the terms contained herein.
    12. Representations and Warranties by Customer. If Customer is a corporation or a limited liability company, Customer warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver this Agreement, and the individual executing this Agreement on behalf of Customer has been duly authorized to act for and bind Customer.

Customer acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate. ZERO and Customer have executed and delivered this Agreement to be effective as of the Effective Date.