Authorized Installer Terms & Conditions

The Authorized Installer (herein AI or Authorized Installer), including its employees, agents, affiliates, or any other party or person with whom AI engages or otherwise utilizes, agrees that these Terms & Conditions may be modified or amended periodically. It is incumbent upon the Authorized Installer to review and comply with the current Terms & Conditions:

Non-Exclusive: Authorized Installer acknowledges that the authority to purchase and install the Roof Maxx product pursuant to this Agreement and included Terms & Conditions is a non-exclusive grant. Roof Maxx Technologies, LLC reserves the right to sell its product to other Authorized Installers and Exclusive Certified Dealers.
Minimum Annual Purchase Requirement: Authorized Installer is required to purchase twenty (20) gallons annually. This annual requirement is a rolling (i.e. resetting) period, requiring the minimum purchase amount within 12 months of the AI’s last product purchase.
Refund Policy: Any and all amounts paid to Roof Maxx shall be deemed immediately earned and are strictly non-refundable, including amounts paid by credit card.
Installation: Authorized Installer warrants that it has or will have and maintain qualified staff and necessary equipment for the purpose of providing the adequate application of Product for its customers. Authorized Installer agrees to mix Product at a ratio of no less than 1:1, (Product with water), and ensure proper mixing, prior to applying Product. Authorized Installer agrees to apply Product at a mixed rate of one (1) gallon per one-hundred (100) square feet. Authorized Installer will obtain and maintain a full understanding of the Product installation requirements and will be fully responsible for executing RMT’s Product Application Guidelines. RMT will not honor the product warranty as a result of faulty installation, including but not limited to, under-application of Product. In such an event, Authorized Installer will be responsible at its sole cost for all obligations under the provided Warranty.
Safety: Authorized Installer acknowledges and understands that the Product is a “soy-based oil” and therefore “slippery” and proper installer training and safety procedures must be followed to avoid serious harm or death. RMT will not be held responsible for any claims relating to slip or fall or another injury attendant to Authorized Installer’s operations. Roof Maxx recommends Authorized Installer to follow OSHA and/or other industry or government safety rules & guidelines. Authorized Installer acknowledges the need to safely operate and maintain all equipment, including trucks, trailers, vans, etc.
Covenant Not To Compete / Not Solicit: Neither during, nor for a period of three (3) years from and after the termination of this Agreement, neither the Authorized Installer nor his affiliates shall, without prior written consent from Roof Maxx, individually or in partnership, or otherwise in connection with any other person or entity, as principal, agent, partner, shareholder, member, director, officer, manager, employee, consultant, or otherwise, directly or indirectly, in the exclusive area or the state in which such area is located, engage in or be financially interested or involved with, any person or entity that engages or conducts any business that Roof Maxx engages or conducts at the time of execution or during the term of this Agreement. This Covenant shall not include any traditional home painting (interior/exterior) or power-washing activities that the Authorized Installer is actively engaged in at the time of becoming an Authorized Installer.

Authorized Installer shall otherwise not compete with Roof Maxx for any similar or identical business or work that Roof Maxx does or could engage in or otherwise provide, during this period. Authorized Installer specifically acknowledges that such Covenant is reasonable in its scope, geographic limits, and duration.

Authorized Installer agrees to not solicit for employment or other professional services, any Roof Maxx employee, officer, agent, affiliate, Authorized Installer, or other personnel, during the term of this Agreement, or for a period of three (3) years after the termination thereof.
Marketing:Authorized Installer acknowledges and understands that under no circumstance are they allowed to market or advertise Roof Rejuvenation or utilize the name Roof Maxx or use the logo, including but not limited to email marketing, social media, Google Ads (including AdWords), website, print media, mass media (television, radio), internet TV, door hangers, yard signs, vehicle decals, etc. However, Authorized Installers are allowed to add Roof Rejuvenation as a service they offer to an existing home services website using the language included in Exhibit A hereto. Authorized Installer may upsell to their existing customers as well as referrals from the existing customer base. Blanket canvassing is prohibited. Authorized Installers are not allowed to create a stand-alone website specifically to promote roof rejuvenation. The limitations set forth above are subject to a ZERO-TOLERANCE rule. Failure to comply will result in immediate separation and permanent prohibition in installing Roof Maxx products.
Warranties/Disclaimer:
RMT will provide to the Authorized Installer’s customer, a 5-year Product Warranty from the date of Product application. This warranty is address-specific and transferable without any additional approval or forms. Warranty information MUST be entered into Roof Maxx Connect for every completed treatment application. Any job not entered or completed in the Lead Management and Production Software Platform is not eligible for this product credit. RMT will supply Authorized Installer with product credit equivalent to the amount used on the project on a prorated basis.

Authorized Installer shall not state or otherwise imply that Product application carries any “leak-free” or “leak-proof” guarantee. In no event shall RMT be liable for any of Authorized Installer’s customer’s leaks or other damage caused by customer’s roof-related deficiencies. Any warranty for the Products shall run directly from RMT to the Authorized Installer’s customer’s (or property owner’s) property. Pursuant to any such warranty, the customer (or property owner) shall contact RMT directly to make arrangements for replacement or reapplication of any allegedly defective Product. Authorized Installer will immediately notify RMT of any warranty claim it receives. RMT shall have sole authority to deal with the customer (property owner) regarding any such warrantable placement/reapplication. Upon receipt of any such warrantable claim, RMT will contact the Authorized Installer to arrange for credit (prorated) for the defective Product consistent with above.

The decision for determination of defect and replacement or credit for these products shall be solely at the RMT’s discretion. Except as expressly warranted in this agreement, RMT hereby disclaims all warranties, conditions, and representations express, statutory and implied, applicable to the Product, including, but not limited to, any warranty of merchantability or fitness for a particular purpose and free of claims of third parties by way of infringement or the like.
INDEMNIFICATION
1. General Indemnity: Each party (Roof Maxx and Authorized Installer) shall indemnify, defend and hold the other harmless from and against any and all claims, actions, damages, demands, liabilities, costs and expenses, including reasonable attorney’s fees and expenses, resulting from any act or omission of the acting party or its employees under this Agreement, that causes or results in property damage, personal injury or death.
  
  RMT is supplying the Product with the understanding that you, as the Authorized Installer, have the appropriate licenses, training, experience, and insurance to perform the application safely and legally. RMT accepts no responsibility in the event any property damage or injury occurs to users, installers, and Authorized Installer clients or others in regard to the use of our Product.
  
  In addition, to the full extent detailed above as to actions, damages, etc., RMT also indemnifies Authorized Installer for any claim of violation of United States patents, trademarks, or other proprietary right as to Products, the methods of installation, and other matters related to the product or services covered hereunder.
2. Limitation of Liability: Neither party shall be liable to the other for lost profits of business, indirect, consequential or punitive damages, whether based in contract or tort (including negligence, strict liability or otherwise), and whether advised of the possibility of such damages. RMT’s liability with respect to the Product shall in no event exceed the amount actually paid by Authorized Installer to RMT.
  
  The work performed by the Authorized Installer shall be at the risk of the Authorized Installer exclusively. To the fullest extent permitted by law, Authorized Installer shall indemnify, defend (at Authorized Installer’s sole expense) and hold harmless RM, affiliated companies of RM, their parents, joint ventures, representatives, members, designees, officers, directors, shareholders, employees, agents, successors and assigns (Indemnified Parties), from and against any and all claims for bodily injury, death or damage to property, demands, damages, actions, causes of action, suits, losses, judgments, obligations and any liabilities, costs and expenses (including but not limited to investigative and repair costs, attorneys’ fees and costs and consultant fees and costs) (Claims) which arise or are in any way connected with the Work performed, Materials furnished, or Services provided under this Agreement by Authorized Installer or its agents.
  
  These indemnity and defense obligations shall apply to any acts or omissions, negligent or willful misconduct of Authorized Installer, its employees or agents, whether active or passive. Said indemnity and defense obligations shall further apply, whether said claims arise out of the concurrent act, omission, or negligence of the Indemnified Parties, whether active or passive. Authorized Installer shall not be obligated to indemnify and defend Indemnified Parties for claims found to be due to the sole negligence or willful misconduct of Indemnified Parties.Authorized Installer’s indemnification and defense obligations hereunder shall extend to Claims occurring after this Agreement is terminated as well as while in force and shall continue until it is finally adjudicated that any and all actions against the Indemnified Parties for such matters which are indemnified hereunder are fully and finally barred by applicable Laws.
3. Entire Agreement: This Agreement, together with any attached schedules or addendums, or other documents incorporated by reference, constitutes the entire Agreement between Company and Authorized Installer and supersedes all prior agreements or understandings with respect to the subject matter contained herein.
4. No Guaranty: Company acknowledges and warrants that they have not been made any promise, guarantee, or representation that their Company operations will generate any revenue, profit, or other successful outcome, notwithstanding any information they have received in any materials, communications, or discussions.Company hereby acknowledge that this Agreement does not offer, provide, or otherwise qualify as “Business Opportunity” as is commonly defined by state statutes.
5. Amendments: These Terms & Conditions shall not be amended, altered, or changed except by a written agreement signed by a senior representative of Roof Maxx.
6. Confidentiality: Each party acknowledges that in the course of its obligations pursuant to this Agreement and related Terms & Conditions, it may obtain certain information specifically marked or communicated as confidential or proprietary (“Confidential Information”). Each party hereby agrees that all such Confidential Information communicated to it by the other party, its parents, affiliates, subsidiaries, or Customers, whether before or after the date of this Agreement, shall be and was received in strict confidence, shall be used only for the purposes of this Agreement, and shall not be disclosed without the prior written consent of the other party, except Confidential Information which (i) is already known to the recipient of such Confidential Information (“Recipient”) at the time of its disclosure; (ii) is or becomes publicly known through no wrongful act of the Recipient; (iii) is received from a third party without similar restrictions and without breach of this Agreement; (iv) is independently developed by the Recipient ; or (v) is lawfully required to be disclosed to any government agency or is otherwise required to be disclosed by law.