1. AGREEMENT

These Commercial Janitorial & Property Cleaning Services Terms and Conditions (“Agreement”) are entered into between SpotZero Cleaning L.L.C. (“SpotZero,” “Service Provider,” “we,” “us,” or “our”) and the client identified above (“Client,” “you,” or “your”).

This Agreement applies to commercial cleaning, janitorial services, apartment and condominium cleaning, common-area cleaning, unit turnover services, and any other cleaning services provided by SpotZero.

The Client's acceptance of a proposal, estimate, work order, service schedule, invoice, or commencement of Services constitutes acceptance of this Agreement.

If there is a conflict between this Agreement and a separately signed written service agreement, the separately signed agreement will control only to the extent of the specific conflict.

2. SCOPE OF SERVICES

SpotZero will provide the Services specifically described in the applicable proposal, estimate, work order, or service agreement.

Services may include:

• Commercial office cleaning

• Apartment and condominium cleaning

• Common-area cleaning

• Lobby and hallway cleaning

• Stairwell cleaning

• Elevator cleaning

• Restroom cleaning and sanitation

• Kitchen and break-room cleaning

• Sweeping, mopping, and vacuuming

• Dusting and surface cleaning

• Trash and recycling removal

• High-touch surface cleaning

• Apartment turnover cleaning

• Move-in and move-out cleaning

• Deep cleaning

• Post-construction cleaning

• Floor cleaning and maintenance

• Other services specifically agreed upon in writing

Anything not specifically included in the agreed scope is considered an Additional Service and may be billed separately.

3. PROPOSALS, ESTIMATES, AND PROPERTY CONDITIONS

Pricing is based upon information provided to SpotZero and the conditions reasonably observable at the time of the estimate.

If actual conditions are materially different from the information provided, SpotZero may adjust the scope, schedule, staffing, or price.

Examples include:

• Excessive dirt or buildup

• Excessive trash or debris

• Heavy grease

• Pet waste

• Significant staining

• Construction debris

• Severe odor conditions

• Hoarding conditions

• Pest infestation

• Biohazard conditions

• Excessive occupancy or use

• Additional rooms, units, or common areas

• Areas that were not disclosed during the estimate

SpotZero will make reasonable efforts to notify the Client before performing substantially more work than originally anticipated.

4. SERVICE SCHEDULE

SpotZero will perform Services according to the agreed schedule.

Unless specifically guaranteed in writing, service times are estimates rather than guaranteed appointment times.

SpotZero will not be responsible for delays caused by:

• Traffic;

• Weather;

• Building access;

• Security procedures;

• Locked areas;

• Residents or tenants;

• Building management;

• Emergencies;

• Power or water outages;

• Other contractors;

• Events beyond SpotZero's reasonable control.

5. CLIENT ACCESS REQUIREMENTS

The Client must provide SpotZero with safe and reasonable access to all areas included in the scope of work.

The Client is responsible for providing:

• Keys;

• Fobs;

• Access cards;

• Lockbox information;

• Door codes;

• Alarm information;

• Parking access;

• Building entry instructions; and

• Other information reasonably necessary to perform the Services.

If SpotZero cannot access an area because access was not provided, SpotZero may consider that portion of the Service completed for scheduling and billing purposes.

SpotZero is not required to wait for residents, tenants, employees, or building personnel to provide access unless specifically agreed upon in writing.

6. KEYS, FOBS, AND ACCESS DEVICES

SpotZero will exercise reasonable care in handling keys, fobs, access cards, remotes, and other access devices provided by the Client.

The Client must immediately notify SpotZero of any changes to access procedures.

SpotZero is not responsible for security issues resulting from:

• Incorrect access information supplied by the Client;

• Access credentials that were not properly deactivated by the Client;

• Building security failures;

• Third-party access to the property;

• Residents or tenants sharing access information; or

• Circumstances outside SpotZero's reasonable control.

7. APARTMENTS, CONDOMINIUMS, AND RESIDENTIAL UNITS

For apartment and condominium properties, the Client is responsible for coordinating access to individual units unless otherwise agreed.

SpotZero may rely on instructions provided by the property owner, property manager, condominium association, authorized representative, or other person authorized by the Client.

Residents, tenants, owners, and occupants are responsible for securing valuable, fragile, confidential, or personal belongings.

SpotZero employees are not authorized to move heavy furniture, appliances, personal property, safes, artwork, or other unusually heavy or valuable items unless specifically agreed in writing.

8. VALUABLE AND PERSONAL PROPERTY

The Client, residents, tenants, and occupants should secure:

• Cash;

• Jewelry;

• Electronics;

• Important documents;

• Artwork;

• Collectibles;

• Prescription medication;

• Confidential information;

• Fragile property; and

• Other high-value items.

SpotZero is not responsible for loss or damage to property that was not reasonably identifiable as part of the cleaning area, was improperly stored, was defective, or was left in an unsafe or unstable position.

9. CLEANING STANDARDS

SpotZero will perform Services in a professional and workmanlike manner consistent with ordinary janitorial practices.

Cleaning is not restoration.

SpotZero does not guarantee removal of:

• Permanent stains;

• Discoloration;

• Scratches;

• Rust;

• Hard-water buildup;

• Permanent odors;

• Existing damage;

• Deteriorated finishes;

• Mold;

• Mildew;

• Embedded dirt;

• Paint;

• Adhesive;

• Construction residue; or

• Other conditions that cannot reasonably be removed through ordinary cleaning methods.

10. SPECIALTY SURFACES

The Client must inform SpotZero before Services begin if any surface requires special cleaning products or procedures.

This includes, but is not limited to:

• Marble;

• Natural stone;

• Hardwood;

• Specialty flooring;

• Delicate finishes;

• Specialty countertops;

• Untreated wood;

• Specialty glass; or

• Manufacturer-specific surfaces.

If the Client does not provide appropriate cleaning instructions or manufacturer requirements, SpotZero may use reasonable ordinary cleaning methods or decline to clean the affected surface.

11. ADDITIONAL SERVICES

Services outside the original scope may be performed at additional cost.

Additional Services may include:

• Deep cleaning;

• Excessive trash removal;

• Apartment turnover cleaning;

• Post-construction cleaning;

• Carpet extraction;

• Floor stripping and waxing;

• Machine scrubbing;

• High dusting;

• Window cleaning;

• Pressure washing;

• Emergency cleaning;

• Special event cleaning;

• Odor treatment; and

• Other specialized services.

SpotZero may require written or electronic approval before beginning substantial Additional Services.

12. EMERGENCY SERVICES

Emergency or after-hours Services may be available at SpotZero's discretion.

Emergency rates may differ from regular service rates.

Emergency Services may be subject to:

• Minimum charges;

• After-hours rates;

• Weekend rates;

• Holiday rates;

• Additional labor charges; and

• Specialized equipment or supply charges.

13. PRICING

The Client agrees to pay the prices stated in the applicable proposal, estimate, work order, or service agreement.

Unless otherwise stated:

Payment Terms: NET 30 DAYS

Any additional work, special requests, or changes in scope may result in additional charges.

SpotZero may adjust pricing when the property's condition, size, occupancy, use, service frequency, labor requirements, supply costs, or scope materially changes.

14. INVOICING AND LATE PAYMENT

Invoices are due according to the payment terms stated on the invoice or service agreement.

Unless otherwise agreed in writing, unpaid balances may be subject to a late charge of 3% per month, or the maximum amount permitted by applicable law.

The Client is responsible for reasonable costs incurred in collecting overdue amounts, to the extent permitted by law.

SpotZero may suspend Services for materially overdue accounts after reasonable notice.

Suspension of Services does not eliminate the Client's obligation to pay outstanding balances.

15. NO SETOFF

To the extent permitted by law, the Client may not withhold, deduct, or offset undisputed amounts owed to SpotZero because of a separate complaint, claim, or dispute.

The Client must continue paying undisputed invoices while the parties work in good faith to resolve any disputed matter.

16. CANCELLATION AND LOCKOUT FEES

The Client should provide at least 24 hours' notice when cancelling or rescheduling a scheduled Service.

If SpotZero arrives at the property and cannot reasonably perform Services because of lack of access, lockout, unsafe conditions, or other circumstances caused by the Client, SpotZero may charge a lockout/cancellation fee of $95 or the scheduled service charge, as applicable.

Recurring commercial accounts may be subject to additional cancellation requirements contained in their service agreement.

17. COMPLAINTS AND CORRECTIVE SERVICE

The Client must notify SpotZero promptly of any alleged deficiency.

For routine cleaning concerns, the Client should provide written notice within 48 hours after the applicable Service.

SpotZero will be given a reasonable opportunity to inspect and, where appropriate, correct the alleged deficiency.

SpotZero's obligation to correct a legitimate service deficiency does not automatically entitle the Client to a refund or credit.

Requests for work outside the agreed scope may be billed separately.

Nothing in this section waives any rights that cannot legally be waived.

18. PROPERTY DAMAGE CLAIMS

Any claim that SpotZero caused damage must be reported promptly and with reasonable supporting information.

SpotZero must be given a reasonable opportunity to inspect the alleged damage before repairs, replacement, disposal, or alteration occurs, except where immediate action is reasonably necessary to prevent additional damage.

SpotZero is not responsible for:

• Pre-existing damage;

• Normal wear and tear;

• Defective materials;

• Deteriorated surfaces;

• Improper installation;

• Hidden defects;

• Manufacturer defects;

• Improper maintenance;

• Unsecured property;

• Ordinary deterioration; or

• Conditions that could not reasonably have been identified before cleaning.

19. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, SpotZero shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost business, loss of rental income, loss of use, or business interruption.

To the maximum extent permitted by applicable law, SpotZero's aggregate liability arising from a claim relating to Services shall not exceed the amount actually paid to SpotZero for the specific Service giving rise to the claim.

This limitation does not apply to liability that cannot legally be limited or excluded.

20. CLIENT'S PROPERTY INSURANCE

The Client is responsible for maintaining appropriate property, casualty, and other insurance coverage for the property and its contents.

The Client's insurance should cover risks associated with the building, residents, tenants, occupants, personal property, and other conditions outside SpotZero's control.

Nothing in this Agreement requires the Client to waive legally protected rights.

21. INDEMNIFICATION

To the fullest extent permitted by applicable law, the Client agrees to defend, indemnify, and hold harmless SpotZero and its owners, managers, employees, and agents from third-party claims, damages, losses, and reasonable expenses arising from:

• Conditions at the property that existed before SpotZero's Services;

• The Client's negligence or misconduct;

• Acts or omissions of the Client's employees, residents, tenants, guests, contractors, or agents;

• Unsafe conditions that the Client failed to disclose;

• Hazardous materials or substances not disclosed to SpotZero;

• Defective building conditions;

• Failure to maintain the property; or

• Claims unrelated to SpotZero's negligent performance of the Services.

This provision applies only to the extent permitted by applicable law and does not require the Client to indemnify SpotZero for liability caused solely by SpotZero's own negligence or misconduct where such indemnification is prohibited by law.

22. HAZARDOUS MATERIALS

SpotZero does not provide specialized hazardous-material remediation unless specifically agreed to in writing.

This includes, without limitation:

• Asbestos;

• Lead;

• Biohazard remediation;

• Major sewage contamination;

• Chemical spills;

• Drug-contamination cleanup;

• Sharps/needle remediation;

• Large quantities of bodily fluids; and

• Other regulated hazardous substances.

SpotZero may immediately stop work if employees encounter an unsafe or potentially hazardous condition.

The Client remains responsible for charges associated with Services already performed and reasonable mobilization costs, to the extent permitted by law.

23. MOLD AND MOISTURE

Routine janitorial cleaning is not mold remediation.

SpotZero is not responsible for underlying:

• Plumbing leaks;

• Roof leaks;

• Water intrusion;

• Condensation;

• Poor ventilation;

• Structural moisture;

• Flooding; or

• Other conditions that create or contribute to mold or mildew.

The Client is responsible for correcting the underlying condition.

24. PESTS AND INFESTATIONS

SpotZero does not provide pest-control or extermination services.

If employees encounter significant pest infestation, including rodents, bedbugs, cockroaches, fleas, or other conditions that create a health or safety concern, SpotZero may suspend Services until the property has been appropriately treated.

25. SAFETY

The Client must provide a reasonably safe environment for SpotZero employees and contractors.

SpotZero may refuse or suspend Services where employees reasonably believe there is a significant safety risk, including:

• Threatening or violent behavior;

• Dangerous animals;

• Exposed electrical hazards;

• Unsafe structural conditions;

• Hazardous chemicals;

• Needles or sharps;

• Severe pest infestation;

• Significant biological contamination; or

• Other dangerous conditions.

SpotZero may require the Client to correct the condition before Services resume.

26. PETS AND ANIMALS

Residents and occupants are responsible for securing pets and animals that could interfere with Services or create a safety risk.

SpotZero is not responsible for animals that escape because doors, windows, gates, or other access points were left unsecured by the Client, resident, tenant, owner, or occupant.

27. CONFIDENTIALITY

SpotZero will make reasonable efforts to protect confidential information encountered during the performance of Services.

Employees and contractors will not intentionally disclose confidential information except when required by law or reasonably necessary to protect persons or property.

SpotZero is not responsible for information that was already publicly available or disclosed by someone other than SpotZero.

28. PHOTOGRAPHS AND DOCUMENTATION

SpotZero may photograph or document cleaning conditions for:

• Quality control;

• Estimates;

• Service records;

• Documentation of pre-existing conditions;

• Documentation of alleged damage; or

• Documentation of unusual or hazardous conditions.

SpotZero will make reasonable efforts to avoid intentionally photographing confidential documents or individuals.

29. EMPLOYEES AND SUBCONTRACTORS

SpotZero may use employees, independent contractors, or subcontractors to perform Services where appropriate.

SpotZero remains responsible for managing the Services performed under this Agreement.

The Client shall not directly supervise, control, or employ SpotZero personnel as though they were the Client's employees.

30. NON-SOLICITATION

To the extent permitted by applicable law, during the term of this Agreement and for 12 months following its termination, the Client agrees not to knowingly solicit or directly hire SpotZero employees or contractors for substantially similar cleaning services without SpotZero's prior written consent.

If permitted by applicable law, SpotZero may charge a reasonable conversion or placement fee if the Client directly hires a SpotZero employee or contractor during the applicable period.

31. INDEPENDENT CONTRACTOR

SpotZero is an independent contractor.

Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, franchise, or agency relationship between the Client and SpotZero.

SpotZero is responsible for managing its personnel and operations.

32. INSURANCE

SpotZero will maintain insurance coverage as required by applicable law and as specified in the applicable service agreement.

Upon reasonable request, SpotZero may provide appropriate proof of insurance or a certificate of insurance.

Any special insurance requirements, including additional insured status, must be agreed upon in writing before Services begin.

33. TERMINATION

Unless otherwise stated in the applicable service agreement, either party may terminate recurring Services by providing 30 days' written notice.

SpotZero may suspend or terminate Services sooner, to the extent permitted by law, if:

• The Client fails to pay invoices when due;

• The Client repeatedly fails to provide access;

• The property becomes unsafe;

• Employees are threatened or abused;

• The Client materially breaches this Agreement;

• The Client requests unlawful Services; or

• Continued performance becomes commercially unreasonable.

Termination does not eliminate the Client's obligation to pay amounts already earned or incurred.

34. PRICE ADJUSTMENTS

SpotZero may request a price adjustment when there is a material change in:

• Labor costs;

• Insurance costs;

• Supply costs;

• Property size;

• Number of units;

• Number of common areas;

• Service frequency;

• Occupancy;

• Cleaning conditions;

• Trash volume;

• Scope of work; or

• Other significant operating costs.

SpotZero will provide reasonable notice of material pricing changes for recurring Services.

35. WEATHER AND EVENTS BEYOND CONTROL

SpotZero will not be liable for failure or delay in performing Services caused by circumstances beyond its reasonable control.

These may include:

• Severe weather;

• Snow or ice;

• Flooding;

• Natural disasters;

• Power outages;

• Government restrictions;

• Road closures;

• Building emergencies;

• Public emergencies;

• Labor disruptions; or

• Other unforeseeable circumstances.

SpotZero will make reasonable efforts to reschedule affected Services.

36. NO GUARANTEE OF DISINFECTION OR ELIMINATION OF CONTAMINANTS

Unless specifically contracted for and performed under an applicable written scope, routine cleaning does not constitute medical-grade disinfection, environmental remediation, mold remediation, sterilization, or elimination of viruses, bacteria, allergens, or other contaminants.

SpotZero does not guarantee the complete elimination of any biological or environmental contaminant.

37. GOVERNING LAW AND VENUE

This Agreement shall be interpreted under applicable federal law and the laws of the jurisdiction applicable to the Services and the particular transaction.

For Services performed in Maryland, Maryland law shall apply to the extent legally appropriate.

For Services performed in the District of Columbia, District of Columbia law shall apply to the extent legally appropriate.

Any venue provision in a particular service agreement may further specify the appropriate court or jurisdiction.

38. DISPUTE RESOLUTION

Before filing a lawsuit, the parties agree to make a good-faith effort to resolve disputes directly.

The Client must first provide SpotZero with written notice describing the dispute and allow SpotZero a reasonable opportunity to investigate and respond.

Nothing in this provision prevents either party from seeking emergency relief or exercising a legal right that cannot lawfully be waived.

39. ATTORNEYS' FEES AND COLLECTION COSTS

To the extent permitted by applicable law, the prevailing party in an action to enforce this Agreement may seek recovery of reasonable attorneys' fees and costs if authorized by applicable law or otherwise agreed in writing.

The Client remains responsible for reasonable collection expenses associated with undisputed overdue invoices, to the extent permitted by law.

40. ELECTRONIC COMMUNICATION AND APPROVAL

The parties agree that electronic communications, including email, electronic signatures, text messages, electronic work orders, and other electronic approvals may be used to communicate regarding Services.

Electronic approval of a proposal, estimate, work order, or Additional Service may constitute written authorization where legally valid.

41. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain effective to the fullest extent permitted by law.

The invalid provision shall be interpreted or modified only to the minimum extent necessary to make it enforceable, where legally permitted.

42. NO WAIVER

A failure by SpotZero to enforce any provision of this Agreement on one occasion does not waive SpotZero's right to enforce that provision later.

No waiver is effective unless provided in writing by an authorized representative of SpotZero.

43. ENTIRE AGREEMENT

This Agreement, together with the applicable proposal, estimate, work order, service schedule, and any signed service agreement, constitutes the agreement between the parties concerning the Services.

Any amendment to material terms should be made in writing.