OFFICE KLEEN MASTER SUBSCRIPTION AGREEMENT AND TERMS OF SERVICE

MASTER SUBSCRIPTION AGREEMENT / Purchase Order Form (POF) / Janitorial Services Rental Subscription Agreement (A) / THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF JAARS (janitorial as a rental subscription) SERVICES - ALSO KNOWN AS - BASIC  JANITORIAL SUBSCIPTION SERVICE AND OR RENTAL AGREEMENT CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. IF CUSTOMER IS GIVEN A FREE SERVICE OF JAARS SERVICES OR ANY FREE PRODUCT, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE SERVICES / PRODUCT OR THOSE FREE SERVICES / PRODUCTS. BY ACCEPTING THIS AGREEMENT, BY (1) TICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES / PRODUCTS, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. 

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Office Kleen’s  direct competitors are prohibited from accessing the Services, except with Office Kleen’s prior written consent. This Agreement was last updated on June 1st, 2022, address for notiice updated on April 6th 2024. It is effective between Customer and OKJSC LLC, OFFICE-KLEEN JANITORIAL SERVICES Corp, Office Kleen of Charleston LLC / Health Kleen LLC DBA Health Kleen  ('Company or Office Kleen / Health Kleen) or any of its subsidiaries, successors, for the purpose of this document known as Company as of the date of Customer’s accepting the Agreement (the “Effective Date”). 

1. DEFINITIONS “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Agreement” means this Master Subscription Agreement. “Beta Services/products or Free services/products or No additional charge services/products or discounted or bundled services/products” means Company services and/or products that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, add on services / product preview, non-production, evaluation, or by a similar description and will be charged at full price should Customer breach Agreement or not complete Purchase Order Form / JAARS. “Content” means all items / persons / subcontractors / information / products / services / obtained by Company via its third party providers and made available to Customer through the JAARS or One Time Services, Beta Services or pursuant to an Purchase Order Form, or as more otherwise described in the Customer's Individual Agreement. “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Purchase Order Forms / Agreement (or POF/A). “Customer Data” means electronic data and information submitted by or for Customer to the (JAARS / OKJS/ Company) Services, excluding Content and Non-OKJS Applications. 

“Free Services” means Services that OKJS makes available to Customer free of charge, subject to customer abiding by all Terms and Conditions Agreed be that written or verbal.  Free Services exclude Services offered in Charity and/or outright Purchased Services. “Malicious intentions” means Purchase Orders / Agreements entered into or services/products requested with no real intention of making payment for the requested / offered Services/Products. 

“Purchase Order Form / Agreement (POF/A) / Rental Agreement” means an ordering document or online order specifying the Services / Products to be provided hereunder that is entered into between Customer and OKJS/Company or any of their Affiliates, including any addenda and supplements thereto. By entering into an (POF/A) Purchase Order Form / Agreement / Rental Agreement hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. “Purchased Services” means Services/Products that Customer or Customer’s Affiliate purchases under an Order Form / verbal instruction or online purchasing portal, as distinguished from Free Services / Products or those provided pursuant to a free trial. 

“Services” means the products and services that are ordered by Customer under an Purchase Order Form / Subsciption Agreement / Rental Agreement, by verbal agreement or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available by OKJS, including associated OKJS / CINTAS components.

 “OKJS” and/or “Company” means the OKJSC LLC, OFFICE-KLEEN JANITORIAL SERVICES Corp, Office Kleen of Charleston LLC / Health Kleen LLC DBA Health Kleen  ('Company or Office Kleen / Health Kleen) or any of its subsidiaries, successors described in the “OKJS Contracting Entity, Notices, Governing Law, and Venue” section below. “User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use/order a Service/Product, for whom Customer has purchased a subscription (or in the case of any Services/ Product provided by OKJS with or without charge, for whom a Service/Product has been provisioned), and to whom Customer (or, when applicable, OKJS at Customer’s request, written or verbal) has acted on the instruction (for Services/Products). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business. 

2. OKJS RESPONSIBILITIES 2.1 Provision of Purchased Services/Products. OKJS will (a) make the Services/Product available to Customer pursuant to the Agreement, and the applicable Purchase Order Forms and Scope of Work, (b) provide applicable OKJS standard support for the Purchased Services/Products to Customer at no additional charge, and/or emergency support if as and when purchased, (c) use commercially reasonable efforts to make the JAARS / Purchased Services/Products available as per the Scope of Work,  except for: (i) planned downtime (of which OKJS shall give advance notice), and (ii) any unavailability caused by circumstances beyond OKJS’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving OKJS employees), Internet service provider failure or delay, Non-OKJS Application, or denial of service attack, and (d) provide the Services/Products in accordance with laws and government regulations applicable to OKJS’s provision of its Services/Products to its customers generally (i.e., but with regard for Customer’s particular use of the Services/Products), and subject to Customer’s use of the Services/Products in accordance with this Agreement the Documentation and the applicable  POF/ A. 

2.2 OKJS/Company aims to deliver the highest quality Janitorial / Cleaning Services at all times, to include Cleaning Partners, Products, Service, and Customer interaction. he Customer's facility will be serviced by the Company as outlined in this Agreement. All items that require replacement due to normal wear that have been provided by the Company will be replaced by the Company at no charge to the Customer Any complaints about the quality of the service which have not been resolved in the normal course of business must be sent by registered letter to the Company's General Manager, at: 

Office Kleen 

℅ General Manager 

PO Box 40626

North Charleston, SC 29423 

CC: invoices@office-kleen.com

The Company will work to resolve any material complaint in a reasonable (avg 30 day period) period of time after receipt of notice Should the service issue not be resolved by Company as outlined above, Customer may terminate this Agreement via registered letter to the Company's General Manager at the address provided above with 60 days notice of termination provided all subscriptions and rental items are paid for at the then current replacement values or returned to Company in good and usable condition and all other terms under this Agreement are met. 

2.3 Protection of Customer Data. OKJS will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by OKJS, its Processor Binding Corporate Rules, the EU-US and/or Swiss-US Privacy Shield, and/or the Standard Contractual Clauses shall apply. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an POF/A, shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, OKJS will make Customer Data available to Customer for export or download where possible. After such a 30-day period, OKJS will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation may thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited. 

2.3 OKJS Personnel. OKJS will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with OKJS’s obligations under this Agreement, except as otherwise specified in this Agreement.  Personnel and/or Contractors supplied or employed by OKJS/Company are deemed employees/agents of the Company and will not for any purpose be considered employees or agents of the Customer. Any instructions to personnel/contractors not included in this Agreement must go via Company Management, in an effort not to confuse staff/contractors or incur additional cost. Any solicitation to retain or hire Personnel and/or Contractors supplied or employed by Company directly or indirectly during the term of this agreement or 18months following the termination of this agreement shall be deemed a material breach of this Agreement.

2.4 Beta Services. From time to time, OKJS may make Beta Services available to Customer at no charge (subject to terms outlined above). Customer may choose to try such Beta Services or not at their sole discretion. Any use of Beta Services is subject to the Beta Services terms as outlined in this document or by special agreement confirmed in written and remain subject to terms outlined above. Customer will be responsible for notifying OKJS that it no longer wishes to continue Beta Services at the end of the agreed time. Should no defined time or notice to remove / stop Beta Services/Products be received by OKJS, Beta Services/Product will automatically become part of the Agreement for the full term of the Agreement, plus any extended period at full price unless a different agreement is reached. If the Customer receives discount pricing due to bundling and or Beta of products/services, Customer acknowledges that discount is subject to Customer continuing the bundling of the products/services for the entirety of the Agreed Term to include any extensions. Should Customer discontinue bundling, pricing will be increased to the non discounted pricing and will be charged for the full Term agreed. Customer further understands all billing will be based on a 52 weeks term, billing per service, equipment and/or visit, personnel provided per year at the unbundled rate. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. 

2.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO OKJS AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. CUSTOMER SHALL REVIEW THE SERVICE’S DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE SERVICES AND BENEFIT OF THE SERVICES BEFORE PERIOD ENDS, THIS IS SOLELY THE RESPONSIBILITY OF THE CUSTOMER. 

2.6 Free Services. OKJS may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described ABOVE. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that OOKJS, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that OKJS will not be liable to Customer or any third party for such termination. Customer is solely responsible for how it replaces the Free Services after termination of Customer’s access to the Free Services for any reason, provided that if OKJS terminates Customer’s account, except as required by law OKJS will provide Customer a reasonable opportunity to make adjustments. 

3. Subscriptions. 3.1 Unless otherwise provided in the POF/A, JAARS or Scope of Work, (a) Services/Products and delivery of  are purchased as subscriptions for the term stated in the applicable POF/A,  or in the applicable online purchasing portal, (b) subscriptions for Services/Products may be added during a subscription term, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions unless a breach of contract / early termination for any reason, At which point the full term is do for all services / products. Customer agrees that this is not contingent on the delivery of any future products or services, or dependent on any oral or written public comments made by OKJS regarding future products or services. 

3.2 Usage Limits. Services/Products are subject to usage limits specified in POF/A, JAARS and SOW Documentation. If Customer exceeds a contractual usage limit, OKJS may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. 

3.3 If, notwithstanding OKJS’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will have executed an additional POF/A or amendment to the Agreement / SOW for additional quantities of the applicable Services/Products, which will; be applied and paid by Customer to OKJS promptly upon OKJS’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below. 

4.0 Customer Responsibilities. 4.1 Customer will (a) be responsible for Users’ compliance with this Agreement, SOW Documentation and POF/A, (b) be responsible for the accuracy, quality and legality of SOW instructions, and the means by which Customer gives instructions, 

4.2 Customer’s interactions with the OKJS’s staff, Services/Products, Sub-Contractors, and the manner which instructions are given, it is understood that profane language directed at or about OKJS staff will be considered breach of contract (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services / Products supplies by OKJS, and notify OKJS promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, SOW Documentation, the acceptable use and Federal, State and Local laws, applicable laws and government regulations, and (e) Customer agrees to notify Company, in writing, of any hazardous materials, virus, diseases and/or deadly gems that may be contracted by Company’s personnel  in the normal course of service to Customers Facility or other serviced areas under this agreement. In no case will hazardous materials, virus, diseases and/or deadly gems be present to the extent that they may be harmful to Company's employees. 

4.3 Any use of the Services/Products in breach of the foregoing by Customer or Users that in OKJS’s judgment threatens the security, integrity or availability of OKJS’s personal, staff, property, services, may result in OKJS’s immediate suspension of the Services, however OKJS will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.   

4.4 Usage Restrictions. 4.5 Customer will not (a) make any Service/Product or request OKJS’s staff available to anyone other than Customer or Users, or use any Service/Product or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an POF/A or the SOW Documentation.

5. Fees, Payments and Deposits 5.a Fees. Customers will pay all fees specified in Order Forms. Except as otherwise specified herein, (i) fees are based on Services/Products and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. 5.b Payments: Billing will be based on a 52 week term per calendar year, billing per service, equipment and/or visit, personnel provided per year. The weekly rate is then multiplied by 52 weeks, divided by 12 months and invoiced (unless otherwise agreed). Customers may choose to be billed, monthly/quarterly/annually or full term, discounts may apply. 5.c Deposits : New Customers are charged between 8.6 weeks and 13 weeks deposit based on the calculation in this statement as well as payment terms, plus any further considerations based on Creditworthiness, previous payment history, reputation, or additional services.  Deposit amounts directly correlate, in most cases, to the payment terms. If Customer is paying month to month the deposit amount reflects this, except as outlined above. Should customers choose to take advantage of certain discounts, promotions, etc at any time during or at the beginning of the Term and pay quarterly, the deposit amount would equal one quarter or 13 weeks. Deposit is applied toward the last month/quarter of service, and may be relied upon to settle any outstanding debt owed to OKJS from Customer at any time during the Term or at Termination.

5.2 Invoicing and Payment. All invoices must be paid within ten days before the start of the following Quarter / Month of Service. Interest will accrue on any amounts which are not paid when due from the date due to the date of payment in full at an annual percentage rate equal to the lesser of (a) eighteen percent 18% or (b) the maximum rate permitted by applicable law. Customer will provide OKJS with valid and updated credit card information, or with a valid direct bank account draft (ACH DRAFT) or alternative document reasonably acceptable to OKJS. If Customer provides billing information to OKJS, Customer authorizes OKJS to charge / collect monies for all Rental/Services/Products listed in the POF/A for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable POF/A. By signing this agreement, the customer waives his/her signature as a requirement for services rendered and payments processed. The customer agrees to pay all services in full without the signature on their Weekly / Monthly / Quarterly / Annual invoice(s). If the customer chooses to retain signature authority, the respective CSR must be able to contact the customer to obtain a signature each time service is provided at completion of service/product delivery (each visit).

5.3 If the POF/A specifies that payment will be by a method other than a credit card, POF/A will invoice Customer in advance and otherwise in accordance with the relevant POF/A.  If the Customer has received discount pricing due to bundling of products/services, Customer acknowledges that discount is subject to Customer paying all invoices in full as set out in this document, refusal to pay invoices will constitute a material breach as continuing the bundling of the products/services is essential to the POF/A. Should Customer discontinue bundling, pricing will be increased to the non discounted pricing and collected immediately as set out in this document. Unless otherwise stated in the POF/A, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to OKJS and notifying OKJS of any changes to such information. 

5.4 Overdue Charges. If any invoiced amount is not received by OKJS by the due date, then without limiting OKJS’s rights or remedies, (a) those charges may accrue late interest at the rate compounding of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) OKJS may condition future subscription renewals and POF/A on payment terms shorter than those specified in the “Invoicing and Payment” section above. 

5.5 Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized OKJS to charge to Customer’s credit card), OKJS may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend delivery Services/Products until such amounts are paid in full, provided that, other than for customers paying by credit card/debit card or direct debit (ACH BANK DRAFT) whose payment has been declined, OKJS will give Customer notice that its account is overdue, in accordance with OKJS policy at the time, before suspending services to Customer. 

5.6 Temporary Suspension of Services due to hardship, change in circumstances and or acts of God: Office-Kleen reserves the right to charge Customer three (3) months of services / products at the agreed rate (Beta/discounted/bundled) should the Customer request a "Temporary Suspension of Services Until Further Notice" or the like for longer than three months, notwithstanding any other Customer unpaid fee obligations under such Agreements so that all such obligations become immediately due and payable, and shall suspend delivery Services/Products until such time as Customer gives notice to restart services/products as agreed under the Agreement. Office-Kleen reserves the right to revisit pricing prior to the restart of services, as costs associated with delivery of services may have increased. Office-Kleen reserve the right to determine if Temporary Suspension of Service is in fact full Suspension of Service as outlined in 5.5. Office-Kleen reserves the right to withdraw / charge Customer(s) for fees as outlined above upon receiving notice.

5.7 Payment Disputes. OKJS may not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute, in accordance with the POF/A, except where early termination of the Agreement has been initiated by Customer. Any disputes or matters arising in connection with or relating to this Agreement shall be resolved under the State Laws of South Carolina in Charleston County. Any such dispute shall be determined on an individual basis, shall be considered unique as its facts, and shall not be consolidated in any arbitration or other proceeding with any claim of controversy of any / either party. OKJS reserves the right to collect from the other party using payment method on file, its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this POF/A, SOW, JAARS / Master Agreement.

5.8 Taxes. OKJS's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, accessible by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If OKJS has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, OKJS will invoice Customer and Customer will pay that amount unless Customer provides OKJS with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, OKJS is solely responsible for taxes assessable against it based on its income, property and employees. 

6.0 CONFIDENTIALITY 6.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of OKJS  includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional OKJS services/products. 6.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any POF/A to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, OKJS may disclose the terms of this Agreement and any applicable POF/A to a subcontractor or Non-OKJS Service Provider to the extent necessary to perform OKJS’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein. 6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. 

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS 7.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. 7.2 OKJS Warranties. OKJS warrants that during an applicable subscription term (a) this Agreement, the POF/A and the SOW  Documentation will accurately describe the applicable administrative, physical assignment of products and services to be provided as well as for protection of the security, confidentiality and integrity of Customer Data and Customer Satisfaction, (b) OKJS will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable SOW Documentation, and subject to Terms and Conditions herein mentioned. (d) OKJS will not materially decrease the overall delivery of the Products or Services. (e) For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below. 

8.0 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. 

9. INDEMNIFICATION 9.1 Indemnification by Customer. Customer hereby agrees to defend, indemnify and hold harmless Company from any claims and damages arising out of or associated with this agreement, including any claims arising from defective products and/or services. 

9.2 If OKJS receives information about an infringement or misappropriation claim related to a Product/Service, OKJS may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching OKJS’s warranties under “OKJS Warranties'' above, (3) a Claim Against Customer arises from Services under an POF/A for which there is no charge; or (4) a Claim against Customer arises from Content, a Non-OKJS or Customer’s breach of this Agreement, the SOW Documentation or applicable Order Forms. 

9.3 The above defense and indemnification obligations do not apply if a Claim Against OKJS arises from OKJS’s breach of this Agreement, the SOW Documentation or applicable POF/A. 9.4 Exclusive Remedy. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this section. 

10. TERM AND TERMINATION 10.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

10.2 Term of POF/A Subscriptions. The term of each subscription shall be as specified in the applicable POF/A. Except as otherwise specified in written and agreed by Office Kleen, subscriptions will automatically renew for additional periods equal to the expiring subscription term or two (2) years (whichever is shorter), unless Customer issues written notice to: 

Office Kleen 

℅ General Manager

PO Box 40626

North Charleston, SC 29423

cc: Invoices@office-kleen.com

at least 60 days before the end of the relevant subscription term. Except as expressly provided in the applicable POF/A renewal of promotional or one-time priced subscriptions will be at OKJS’s applicable full list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Product/Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

*10.3 Termination. "Company" aims to deliver the highest quality Janitorial / Cleaning Services/Products at all times, to include Cleaning Partners, Products, Service, and Customer interaction. Any complaints about the quality of the service which have not been resolved in the normal course of business must be sent by registered letter to the Company's General Manager, at : 

Office Kleen 

℅ General Manager 

PO Box 40626. 

North Charleston, SC 29423

cc: Invoices@office-kleen.com

The Company will work to resolve any material complaint in a reasonable (avg 30 day period) period of time. Should the service issue not be resolved by Company as outlined above, Customer may terminate this POF/A, JAARS, Agreement via registered letter to the Company's General Manager at the address listed on this page with 60 days notice of termination provided all rental items are paid for at the then current replacement values or returned to Company in good and usable condition and all other terms under this Agreement are met. Additional products and services may be added to this agreement and shall automatically become a part of and subject to the terms hereof. If this Agreement is terminated early, the parties agree that any damages sustained by Company will be substantial and difficult to ascertain. Therefore, if the Agreement is terminated by Customer prior to the applicable expiration date for any reason other than for documented quality of service reasons which are not cured as set forth above, or terminated by Company for cause at any time, Customer will pay Company, as liquidated damages and not penalty, the greater of 50% of the weekly average invoice at the unbundled / discounted rate total, multiplied by the number of WEEKS remaining in the unexpired term. Customer will also be responsible for any unpaid charges on Customer's account prior to termination AT THE UNBUNDLED RATE. ALL BETA / FREE SERVCES / BUNDLED PRODUCT AND SERVICES FOR THE ENTIRE TERM ARE DUE AT FULL PRICE UPON EARLY TERMINATION. Any disputes or matters arising in connection with or relating to this Agreement shall be resolved under the State Laws of South Carolina, in Charleston County. Any such dispute shall be determined on an individual basis, shall be considered unique as its facts, and shall not be consolidated in any arbitration or other proceeding with any claim of controversy of any / either party. Office Kleen reserves the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement. 

 10.4 Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, OKJS will refund Customer any deposits / rebates agreed covering the remainder of the term of all POF/A after the effective date of termination. If this Agreement is terminated by OKJS in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all POF/A, JAARS, Products/Services, fees to the extent permitted by Agreeement and applicable law. In no event will termination relieve the Customer of its obligation to pay any fees payable to OKJS for the full period after "effective date" on the Purchase Order or as set out in this document and or Agreement signed by Customer. 10.5 Surviving Provisions. The sections titled "Termination", “Free Services or Beta Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “ Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content”, “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement. 

11. GENERAL PROVISIONS - Company agrees to provide all labor, supervision, material, and equipment necessary to assure performance of specified cleaning service for the Customer.  This shall include all services described in the written specifications in POF/A. OKJS agrees to furnish such cleaning service for a Term agreed herein.

PREPARING FOR YOUR CLEANING: Prior to the cleaning team's arrival, please remove all items that may delay our cleaning service. Desks that have a large amount of paperwork for instance will not be cleaned. We would appreciate items were picked up off the floor and dressers and counters were organized before we arrive. This will maximize efficiency and minimize the time we spend to clean your office. If you prefer that our cleaning team remove these items, we will add the additional billing time and charge you accordingly. Also please secure cash, jewelry and other small valuables. We also ask in the summer months if you could set your air conditioner at an appropriate temperature. If for some reason you do not want a particular room cleaned, please just leave a note and close the door of that particular room. For safety reasons, we ask that any children on site be supervised while our team and equipment are present; however we prefer that no one is in the office while our cleaners are present.

SECURITY ALARMS: If your office is equipped with a security system, please insure that it is in the "OFF" position or inform OKJS of the codes and input sequence before your scheduled cleaning. Please be sure to notify our office if this code changes.

KEYS: Please insure your office is accessible to us. Because your scheduled cleaning time change, we may require a key (s) to your office. All keys are maintained in a lock box except for the day of cleaning. OFFICE-KLEEN is not liable for any damage or tampering that may occur to the lockbox or any lockbox failure if a lock box solutions is agreed to allow access.

SECURITY/ ENTRY / ON SITE STORAGE: Our policy is to lock the door while we are cleaning and to not allow access to unknown people. For safety reasons, please don't rely on our cleaning teams to let in workmen during the time we are on site. Customer agrees to provide OKJS with a secure space (janitorial closet) for storage of this equipment, as may be necessary at the request of OKJS. All cleaning equipment inclusive of but not limited to: floor machines, buffers, carpet extractor, vacuums, maid carts, mop buckets, wringers, mops, brooms, chemical dispensers, towel dispensers and all supplies (and all items listed above), unless ordered for the purpose of consumption by Customer and its personal, shall remain the property of OKJS and shall at no time be removed from the premises or used without notice and permission of OKJS.

ACCIDENTS/DAMAGE: Because of the nature of our business, our staff is required to touch item in your office. We are as careful as possible; however, if something does get damaged while cleaning, our staff is instructed to call our office at once and to leave a note advising you of the incident. The office will also follow-up with a phone call or email to you to determine the best course of action. In the event an item is damaged or broken we reserve the option of repair or replacement. A dollar value of "one-of-a-kind" items destroyed must be demonstrated in order that a settlement may be determined. We ask that we are notified of any "one-of -a-kind' type item/items on the premises in advance of cleaning. If we are not aware of the sensitivity of an item or items, (OKJS) OFFICE-KLEEN will not be held liable for any damage.

JOB START/END TIMES: we have begun from the time we arrive on the premises, which includes unloading of our supplies and equipment from our vehicle, to the time we have finished cleaning, including the loading of supplies back into our vehicle if applicable.

SCHEDULING POLICY: All cleaning times and schedules are the responsibility of the Client. If our cleaners arrive during the requested cleaning day and time and they are turned away for ANY reason, or can not gain entrance for ANY reason, the Client would still be liable to pay the agreed upon cleaning fee. OKJS's Agreement with our cleaners specifies they will still be paid in full for that scheduled cleaning regardless if they cannot gain entrance. Future scheduled cleanings will remain unchanged unless you give us the change in writing via email.

11. 1 Entire Agreement and Order of Precedence. 11.2 This Agreement is the entire agreement between OKJS and Customer regarding Customer’s use of Products and Services, Data and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Purchase Order Form, (2) this Agreement, and (3) the SOW Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

12. Relationship of the Parties. 12.1 The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

Additional Terms and Conditions :

Equal Opportunity Employer: OKJS) OFFICE-KLEEN is an equal opportunity employer. All necessary employment forms will be maintained by our office as required by law.

Our Philosophy: Office Kleen is committed to providing quality janitorial services that deliver the highest levels of customer satisfaction.

CANCELATION / SUSPENTION OF APPOINTMENT POLICY: In the event Client needs to cancel or suspend a scheduled cleaning appointment, twenty-four (12) hour notice is required. Notice must be emailed to the OKJS Client Relations Manager or Operations Office at support@office-kleen.com / 854-999-7011.  Should Client fail to give twenty-four (12) hour notice, Customer must pay 100% of the fee for the canceled cleaning. Canceling or Suspending more than three (3) consecutive cleanings, or more than 7 total scheduled cleanings, without prior approval of OFFICE-KLEEN, will be deemed a material breach and all remaining monies for the remainder of the Term of Agreement will come due. In the event OFFICE-KLEEN needs to cancel a scheduled cleaning appointment EIGHT (12) hour notice will be given to Client by email, phone call or text message.

SICKNESS: If you or someone in your office is contagious or has an illness considered a threat to others please contact our office so we can reschedule your cleaning. Or Provide a HAZMAT Service.

WEATHER: In severe weather, we may determine it is not safe to travel and/or carry equipment and supplies to your office; therefore your cleaning service for that day will be canceled and (OKJS) OFFICE-KLEEN will not be held liable in anyway. If and when this occurs, we will reschedule in writing via email.

Standard Pricing : Office Kleen charges $275 dollars per/visit for basic janitorial service. To kept Customer Cost at a minuim OKJS discounts this number to $150 per/visit under the "Bundling of Services" built into most POF/A, JAARS, Agreements. This figure can very depending on size of facility and Scope of Work.