AllumiaX, LLC, (ALX) performs services according to the following Terms and Conditions, unless specifically documented otherwise in a signed agreement between ALX and the Client.

PROPOSALS AND FEE: ALX proposals are valid for 30 days. ALX reserves the right to withdraw or amend the proposal if not accepted within 30 days.

SCHEDULE & DELAYS: Fee estimates or quotations are based on ALX staff availability for an anticipated project start date and schedule. The Client agrees that if the project start or duration is changed, an adjustment to the fee may be necessary. ALX shall not be liable for any costs or delays resulting from causes beyond the control and without the fault or negligence of ALX.

CHANGE ORDERS: Changes to the scope of work or unforeseen project conditions may impact the fee for ALX’s services, the schedule to perform the services, or both. If such project changes arise, ALX and the Client will work together in good faith to reach agreement as to the impact to fee and/or schedule. ALX will not proceed on any additional work without authorization from the Client.

BILLINGS & PAYMENTS: ALX invoices monthly. Payment shall be in USD, and payment by ACH is preferred. Any costs incurred by ALX resulting from payment by wire transfers, credit card, or similar fee- based service shall be considered an additional reimbursable project expense. Invoices are past due if not paid in full within 30 days of the invoice date. Past due balances will be subject to a finance charge of 18% per year, or the maximum allowed by law, whichever is less. In the event an account remains unpaid 90 days after billing, ALX may suspend or terminate any or all services to the Client. The Client shall pay all costs of collection, including reasonable attorney’s fees.

SUSPENSION OR TERMINATION OF SERVICES: ALX may suspend or terminate any or all services to the Client if the Client is in breach of these terms and conditions or agreements in the proposal. The Client may suspend or terminate ALX’s services on a project if the project is suspended or cancelled, in which case the Client shall provide written notice to ALX documenting the project situation. In the event of a suspension or termination, the Client shall pay ALX for all the services rendered to the date of the termination without regard for any deliverables that have or have not been made, and for reasonable project close-out costs for an orderly shut-down and archiving of project work and files. ALX will have no liability for any costs or damages resulting from a suspension or termination of services.

INSTRUMENTS OF SERVICE: The documents produced by ALX are intended solely for a specific use on a unique project, and remain the property of ALX. The Client is granted license to use the documents for the life of the project, but solely for the specific project. The Client shall not use the documents for any other project or transfer the documents to any third party without the written authorization from ALX. To the extent that the Client or a third party alters the documents or uses them for any other project, the Client shall fully indemnify ALX against the improper use.

APPLICABLE LAWS: Services shall be governed by the laws of the State of Washington.

JOBSITE REQUIREMENTS: ALX’s services include safety equipment, training, and policies commonly exercised by companies providing similar services. This includes hardhats, safety glasses, FR clothing to HRC2, safety-toe boots, and basic jobsite safety briefings. Any additional equipment or Client-required training will be considered an additional reimbursable project expense.

SUPPLIER QUALIFICATION PROGRAMS: The Client agrees that ALX is qualified to perform the services proposed. Any additional supplier qualification programs required by the Client will be considered an additional reimbursable project expense.

ALX CORPORATE RESPONSIBILITY: ALX’s services shall not subject ALX’s individual employees, directors, or officers to any personal legal exposure for the risk associated with the services or project. The client agrees that as the client’s sole and exclusive remedy, any claim, demand, or suit shall be directed and/or asserted only against ALX, a Texas corporation, and not against any of ALX’s individual employees, directors, or officers.

STANDARD OF CARE: Services provided by ALX will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in the location of the project.

INDEMNIFICATION: ALX and the Client agree to mutually indemnify and hold each other harmless (but not defend) against all damages, liabilities, and costs (including reasonable attorneys’ fees) arising from claims by third parties, but only to the extent they are caused by ALX or the Client’s negligence. Neither ALX nor the Client shall be obligated to indemnify each other for the other party’s own negligence. This mutual indemnification extends to the employees, directors, officers, and subcontractors of ALX and the Client.

LIMITATION OF LIABILITY: To the fullest extent permitted by law, the total liability of ALX with regard to services performed under any and all theories of liability shall be limited to ALX's fee. ALX shall not be liable to the Client for any indirect, incidental, consequential, or special damages, including, without limitations, lost revenues, lost profits, and cost of repair and/or replacement.

STATUTE OF LIMITATION: Any claim or cause of action arising relating to ALX’s services shall be made within one (1) year of the substantial completion of ALX’s services or the termination of services, whichever is sooner.