MOBILE ILLUMINATION, INC.
GENERAL TERMS AND CONDITIONS
FOR GOODS AND SERVICES CONTRACTS

These General Terms and Conditions for Goods and Services Contracts (these “General Terms”) are a material part of every product offer, and installation proposal (a “Proposal”) provided by MOBILE ILLUMINATION, INC., a California corporation (“Company”), to a customer of Company’s goods or services (“Customer”). Company and Customer shall be collectively referred to as the “Parties” and, as to each, a “Party” herein.1. Proposal for Services: The Company has provided the Customer with a Proposal for the purchase or lease, installation, service and maintenance of various lighting, audio/visual and décor elements (the “Project”) as specified in the purchase order related to the specific Proposal (the “Purchase Order”). The lighting and décor elements to be purchased, leased or installed are set forth in the itemized listing of goods and services on the Purchase Order. The Project is to be installed at the real property (the “Property”) specified in the Purchase Order. Customer represents that it is (i) the owner, lessee or authorized manager of the Property, (ii) authorized to enter into this Sales Contract (as defined below), and (iii) to the installation of the Project does not violate the scope of the Customer’s authorization to use such Property.2. Acceptance: Upon acceptance of a Purchase Order, the Purchase Order and these General Terms shall form a binding contract for the Company’s goods and/or services between the Company and the Customer (the “Contract”). These General Terms shall not be altered, amended, revised or replaced, unless specifically acknowledged and approved by both Company and Customer in writing. The Purchase Order must be accepted on its exact terms. If additional or different terms are proposed by Customer, its response shall constitute a counter-offer and no Contract shall be formed by such counter-offer without Company’s written assent to the counter-offer terms. Customer represents and warrants that it has examined and is fully familiar with all the terms and conditions contained in these General Terms, and that Customer enters into the Sales Contract with full knowledge of such terms and conditions, and no terms additional to or different from those contained in these General Terms are binding upon Company. There are no understandings, terms, conditions or warranties not fully expressed herein. 3. Payment Terms: Unless otherwise specified in the Purchase Order, and subject to Customer’s credit approval, Customer shall make an initial payment of fifty percent (50%) of the price set forth on the Purchase Order (the “Contract Amount”) no later than seven (7) calendar days prior to the Project Commencement Date as set forth on the Purchase Order. The fifty percent (50%) balance due of the Contract Amount shall be paid no later than the Project Completion Date as set forth on the Purchase Order. In the event that the Customer fails to make a payment within thirty (30) days of the due date of such payment, Customer will be charged a one-time late fee of $100.00 plus default interest that shall accrue at a rate of ten percent (10%) per annum on any such delinquent balance until such balance is paid in full. Applicable sales taxes will be charged on all materials purchased by the Customer. A cancelation and/or restocking fee equal to twenty percent (20%) of the Contract Amount will be charged for any cancellations of the Contract made within seven calendar days of the Project Commencement Date price set Customer represents that Customer is solvent and can and will pay for the goods and/or services sold in accordance with these General Terms. Customer must maintain a good and valid credit card on file with Company at all times.4. Change Orders:
a. If either Party wishes to change the scope or performance of the Project, it shall submit details of the requested change to the other Party in writing. Company shall, within a reasonable time after such request, provide a written estimate to Customer of:

• i. the likely time required to implement the change;
• ii. any necessary variations to the fees and other charges for the Project arising from the change;
• iii. the likely effect of the change on the Services; and
• iv. any other impact the change might have on the performance of this Contract.

b. Promptly after receipt of the written estimate, the Parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither Party shall be bound by any Change Order unless mutually agreed upon in writing.

c. Notwithstanding Section 4(a) and 4(b) of this Paragraph, Company may, from time to time change the Project without the consent of Customer provided that such changes do not materially affect the nature or scope of the Project, or the fees or any performance dates set forth in the Purchase Order.

d. Company may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis.

e. Any Change Order must be made at least three (3) business days before the Project Commencement Date as specified in the Purchase Order.5. Installation Policy: Installation dates for Projects are generally on a first-come, first served basis unless otherwise specified in the Purchase Order. Company will try to accommodate specific request to install Projects by a certain date but cannot make any guarantees because of weather delays or possible staffing issues. Customers are given a date but these dates may change depending on weather conditions or other unforeseen circumstances. Company will do it’s best to honor any installation window that it provides, subject to any changes that are beyond Company’s control Company is not responsible for any damages occurring from not performing an installation by a specific time frame.6. Roof Installations: If the Project includes any work required to be undertaken on or around the roof of any structure located at the Property, including without limitation, any roofing surface or underlayment, radio and television antennas/dishes, plants which are clinging or close to the structure, awnings, gutters, patio covers, solar heating panels, plumbing fixtures, or any other items on or connected to the roof, including the chimney (collectively, the “Roof”). Customer represents and warrants that the Roof is in good condition and free from any defect or damage. Customer acknowledges and understands that the work to be performed may include walking on the Roof, and that many Roofs can be brittle (such as terra cotta tiles) and may suffer some damage when walked upon. Company will not be responsible for damage to the Roof resulting from walking or working on the Roof.

7. Service and Repair Policy for Seasonal Installations:

a. Upon completion of the installation of a Project intended for the holiday season (October through January), Company will perform an inspection of all lights, cords, timers and outlets to ensure everything is working correctly. Company’s temporary electrical and visual inspection includes, but is not limited to: assessing problems with materials used; placement or hiding of electrical cord; work-site cleanup, assessing timer and bulb functionality, and ensuring work being completed to Customer’s reasonable expectations.

b. If any Project elements installed by Company are not operative, Company will repair the defective lights as scheduling permits. Deliverable boom lift costs for any repairs are not included in free maintenance.

c. Repair charges will apply for any damaged Project elements if Company determines that such damage has been caused by Customer’s own actions or inactions, or if the damage was caused by vandalism, extreme weather conditions, faulty outlets, electrical wiring on the property or clients adding lights which overload the circuits or trip GFIs. These Project elements will be repaired at Company’s hourly rate ($95.00 per hour with a three (3) hour minimum plus any equipment rental fees) plus any cost of new and/or damaged materials. All service requests may be invoiced ($95.00 per hour with a three (3) hour minimum plus any equipment rental fees).

• i. GFI Notification:
  The GFI outlet is designed to protect people from electric shock. With respect to seasonal lighting and décor installations, Customer understands that if a GFI trips it may be caused by water, dew, or rain that makes contact with the Project installed (such as cords, seasonal trunk wraps, roof-line lights, decor and etc.). If this occurs, Customer understands this is not a fault of Company but rather acts of nature that cannot be prevented. If a GFI circuit trips, Customer acknowledges a repair of this nature is not covered under our free warranty service. Customer understands that if a GFI circuit trips, Customer must wait until the products are completely dry before the GFI can be reset. If it is raining, Customer understands the GFI circuit will continue to trip and the products installed may not work until all products and/or connections have dried.

d. Company will do it’s best to have all repairs completed on Customer’s Project in a timely manner. If Customer should need a repair to its Project, Company will do it’s best to be there within a 24 to 48 hour period, but cannot guarantee that timeframe depending on project schedule, weather conditions, staffing and possible extenuating circumstances. Company has some projects that take precedence and may cause blackout dates for availability.

e. Customer shall be responsible and pay for all lost or damaged Project elements supplied by Company to Customer, which shall be charged at no less than Company’s replacement cost, to be paid within ten (10) calendar days of Company’s written demand.

8. Removal of Project Installations: For seasonal Project installations, Company will provide Customer with a date range in which Company will arrive to take down the Project, but these dates may change depending on weather conditions or other unforeseen circumstances. Company cannot make any guarantees due to weather delays or other unforeseen circumstances. Company requires all Projects removed on or before January 25th unless otherwise agreed upon in writing. If Company stores the Project elements at its facilities, the Company will be responsible for the transportation and storage of such Project elements. Upon removal of the Project elements, Company has no liability for the safe keeping of the Project elements left behind. In the event that Customer, elects to delay the removal of the Project beyond January 25th, Customer will be responsible for additional rental costs as specified in the Purchase Order for all leased Project elements.9. String and Landscape Lighting Projects: Company provides no warranty whatsoever to any Customer that wants lighting elements installed for more than ninety (90) days using product not specifically designed for long term use. Any damage, defects, malfunctions or other loss of display for Customers with Projects left up for longer than ninety (90) days have no right to any repairs, consultation of repairs without paying Company its standard hourly rate ($95.00 per hour with a three (3) hour minimum plus any equipment rental fees). Customer acknowledges and agrees that String and Landscape lighting Projects require on-going maintenance at a minimum of every six (6) months for trees, hedges, shrubs, etc. Customer acknowledges and agrees that Company can provide maintenance for String and Landscape lighting Projects at Company’s standard hourly rate ($95.00 per hour with a three (3) hour minimum plus any equipment rental fees) plus any required materials. Company is not responsible for any String and Landscape lighting Projects that are not properly maintained under Company’s maintenance program.10. Limited Warranty: All services performed by Company with respect to Project elements purchased through Company, shall be guaranteed against defective workmanship for a period of ninety (90) days after the Project Installation Date. Other than this limited warranty, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. Products manufactured by a third-party (“Third-Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Project. For the avoidance of doubt, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT OR SERVICE, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.11. Limitations Regarding Warranties: EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES AND THE GOODS ARE PROVIDED “AS IS”, AND COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES AND THE GOODS, AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY COMPANY TO CUSTOMER UNDER ANY CONTRACT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FITNESS TO MEET A PROJECT SPECIFICATION. No agent, employee, or representative of Company has authority to bind Company to any affirmation, representation, or warranty concerning the services and/or goods sold to Customer, unless and until such affirmation, representation, or warranty is expressed in writing by an authorized officer of Company. No statement of fact, promise, representation, affirmation, or other indication has been made with respect to the performance of services and/or goods, other than that which appears in these General Terms or any written Purchase Order. The description of the services and goods contained within any Purchase Order given by Company to Customer shall be the sole basis for any Contract, and no statement or representation, other than those embodied therein, have been made or relied upon.12. Limitation of Customer’s Remedies and Company’s Liability: In the event any goods fail to comply with a warranty set forth in these General Terms, and Customer provides timely written notice, Company will repair or replace the goods proven to have been defective in material or workmanship at the time of delivery with conforming goods within a reasonable period of time. Company’s total cumulative liability in any way arising from or pertaining to any goods shall NOT in any case exceed the purchase price paid by Customer for such goods. In the event that Company fails to adequately repair or replace the defective goods, Customer’s sole and exclusive remedy shall be the replacement or repair costs of the defective goods. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE GENERAL TERMS OR ANY CONTRACT, IN NO EVENT SHALL COMPANY AND ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING, WITHOUT LIMITATION, LOST BUSINESS, LOST PROFITS, OR OTHER INDIRECT LIABILITY, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER.13. Limitations of Customer’s Remedies and Company’s Liability for Failure or Delay in Delivery: No delivery dates are guaranteed by Company. Customer agrees that in further consideration of the compensation set forth in any Quote, Company will not be liable, absent any actual fraud or intentional tortuous conduct, for any damages or costs incurred by Customer due to delays in the approval, delivery, and/or installation of goods. Customer’s sole and exclusive remedy and Company’s only liability for any delay in delivery shall be limited as set forth in Section 4.14. Security Interest: In the event that Customer fails to make timely payment for the goods and/or services specified in any Contract, Company reserves, and Customer hereby grants, a security interest in all goods and/or services sold by Company to Customer. In the event that Customer breaches a Contract, Company reserves the right to repossess all such goods pursuant to the terms of the Uniform Commercial Code.15. Intellectual Property: Customer agrees that Company shall own all right, title, and, interest in any and all inventions, changes, modifications, improvements or enhancements (collectively, “Product Enhancements”) developed or discovered in conjunction with Customer’s use of Company’s goods. Customer agrees to notify Company within thirty (30) days of the development or discovery of any Product Enhancements, to assign all right, title, and interest in any Product Enhancements to Company, and to take any and all other actions reasonably necessary to assist Company’s efforts to timely prepare and file a patent application and/or to take any other actions reasonably necessary to obtain intellectual property protection for the Product Enhancements in the United States of America or in any other jurisdiction. Customer further certifies that Customer’s employees, officers, directors, contractors, and agents are currently obligated to disclose any and all Product Enhancements to Customer, and to convey their right, title, and interest in any and all Product Enhancements to Customer, to the same extent that Customer is obligated to Company.16. Technical Advice: Customer represents that it has made its own independent determination that Company’s goods that it is purchasing under a Contract meet the design requirements of Customer’s Project and are suitable for Customer’s intended application. Customer further represents that it has not relied in any respect on any written or oral statements or advice from Company in making that determination.17. Safety: Customer agrees to provide a safe Property site and comply with all Federal, state, and local safety requirements. Customer further agrees to hold Company harmless and to defend any and all actions, claims, suits, or proceedings that may subject Company to liability due to Customer’s failures to properly handle the Project elements or provide a safe delivery site.18. Customer ‘s Bankruptcy: Should Customer become bankrupt or insolvent during the period covered by any Sales Contract, Company may immediately terminate any such Contract by written notice to Customer. This termination shall not prejudice Company’s rights to the amounts then due under the Contract.19. Compliance With Law: Customer agrees to comply with all federal, state and local laws, codes, regulations and ordinances in effect where the Project is to be performed.20. Indemnity: Customer agrees to defend, indemnify and hold Company harmless from any and all claims, losses, damages, liabilities, or costs, including attorneys’ fees and court costs, whether real or alleged, with legal counsel acceptable to Company, related to or arising out of the sale of the goods and/or services by Company to Customer without regard to Customer’s negligence or fault. The foregoing duty to defend, indemnify and hold Company harmless shall only exclude claims, losses, damages, liabilities, or costs, arising from Company’s sole gross negligence or willful misconduct.21. Waiver: Failure or inability of either party to enforce any right hereunder shall not waive any right in respect to any other future rights or occurrences.22. Merger Clause: The Purchase Order and these General Terms constitute the entire Contract between Company and Customer with respect to the goods and/or services provided by Company, and exclusively determine the rights and obligations of these parties, notwithstanding any prior course of dealings, custom or usage of trade, or course of performance. Any terms and conditions of any Purchase Order or other writing issued by Customer in connection with the goods and/or services provided by Company, which are in addition to or inconsistent with the terms and conditions expressed in these General Terms, will not be binding on Company unless accepted by Company in writing. 23. Written Modification: Company and Customer agree that these General Terms, the Purchaser Order, and the Contract may only be modified or altered by an instrument in writing signed by both Parties.24. Severability Clause: If any provision of these General Terms is held by a court of competent jurisdiction to be void or unenforceable, the validity, legality, and enforceability of the remainder of these General Terms shall remain in full force and effect, and shall not be affected or impaired.25. Choice of Law: These the rights and obligations of the Parties under the Contract, shall be governed by, and construed and enforced in accordance with, the laws of the State of California and the Uniform Commercial Code in such state. The exclusive and sole venue for resolution of any disputes which arise under the Contract shall be within a court of competent jurisdiction within the county and state of Company’s place of business is located, or at the option of Company, the county in which the goods are used or incorporated into a work of improvement.26. Dispute Resolution:

a. Arbitration of Disputes: If the Parties cannot amicably and mutually resolve any disputes between them, both Parties agree that all disputes arising out of or relating in any way to this Contract or the services performed thereunder, shall be submitted, as soon as practicable, to final and binding arbitration in Los Angeles, before ADR Services, a private mediation and arbitration tribunal, pursuant to its Arbitration Rules and Procedures (“ADR Rules”), before a single neutral arbitrator who is a retired judge or justice, as mutually agreed upon by the Parties.  If no agreement on the arbitrator can be reached within fifteen (15) days after initiation of the arbitration, then the arbitrator will be selected in accordance with the ADR Rules.  Any decision of the arbitrator may be confirmed in a court of competent jurisdiction and the ensuing judgment may thereafter be enforced in the same manner as a judgment in a civil action.

b. Jury Waiver/Appeal: By agreeing to arbitrate any disputes between the Parties as set forth in the preceding paragraph, each Party acknowledges that they are giving up their right to have such disputes heard and determined by a non-retired judge or by a jury in a court of law.  Moreover, appeals from arbitration awards are more limited than appeals from court judgments, and discovery is generally less broad than permitted in a court of law.27. Period of Limitations: Customer and Company agree that any action by Customer against Company for a breach of these Standard Terms or any Sales Contract, including any action for breach of warranty, or otherwise in connection with the goods and/or services provided by Company, must be commenced by Customer against Company within one (1) year after the cause of action accrues.28. Attorneys’ Fees and Costs: Should Company be required to initiate any legal action or proceeding to enforce payment under any Contract, or to recover damages for the breach thereof, Customer agrees to pay all reasonable collection fees and costs, including but not limited to attorneys’ fees and costs, incurred by Company.29. Force Majeure: In any event and in addition to all other limitations stated herein, Company shall not be liable for any act, omission, result or consequence, including but not limited to any delay in delivery or performance, which is (a) due to any act of God, the restrictions or performance of any government order, local labor shortage, fire, flood, epidemics, pandemic or other casualty, governmental regulation or requirements, shortage or failure of raw material, supply, fuel, power or transportation, breakdown of equipment, or any cause beyond Company’s reasonable control whether of similar or dissimilar nature to those above enumerated, or (b) due to any strike, labor dispute, or difference with workers, regardless of whether or not Company is capable of settling any such labor problem.30. Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the Purchase Order or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail (in each case, return receipt requested, postage prepaid), electronically by facsimile (with confirmation of transmission). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this paragraph.