Proudly Serving Naperville & Surrounding Areas
PLEASE READ CAREFULLY. THESE IMPORTANT NOTICES ARE PART OF, AND INCORPORATED INTO, THIS AGREEMENT. THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS OF YOUR LEGAL RIGHTS.
Updated Effective Date: August 11, 2025
Version: 1.7 (Illinois Residential / Online Terms)
This Master Service Agreement (“Agreement”) governs all Services provided by The Company as identified in the applicable Service Quote. By approving a Service Quote, scheduling Services, or submitting payment, Client agrees to be bound by this Agreement.
This Agreement is posted on The Company’s website (the “Online Terms”). The Online Terms are incorporated by reference into each Service Quote and govern all Services. By electronically approving a Service Quote, scheduling Services, or paying any invoice referencing the Online Terms, the Client affirms it has been provided a conspicuous hyperlink to the Online Terms, had a reasonable opportunity to review them, and agrees to be bound by them.
2.1 Services: All installation, maintenance, repair, and uninstallation services described in the Service Quote.
2.2 Company Materials: Lighting fixtures, cables, connectors, timers, bulbs/fuses, and related supplies provided and installed by The Company.
2.3 Client Materials: Lighting, décor, or supplies provided by the Client.
2.4 Service Season: The period commencing on the installation date and ending on the uninstallation date in the same calendar season.
2.5 Industry Standards: Commercially reasonable practices consistent with NALP Holiday Lighting Safety Guidelines, UL installation requirements, and applicable OSHA ladder safety regulations.
The Company shall perform only those services expressly described in the applicable Service Quote (the “Services”) and no others. The Services shall be performed in a professional and workmanlike manner consistent with Industry Standards and the terms of this Agreement.
Unless expressly stated otherwise in the Service Quote, the Services may include:
(a) Site assessment and aesthetic design consultation for temporary decorative lighting layout;
(b) Installation of Company Materials and Client-approved décor;
(c) In-season maintenance consistent with Section 7, including up to two (2) complimentary non-warranty service visits subject to the limitations set forth therein; and
(d) Uninstallation and removal of Company-owned Materials at the conclusion of the applicable Service Season.
The Company’s design consultation services are aesthetic and conceptual in nature and do not constitute architectural, engineering, electrical capacity analysis, structural evaluation, code-compliance services, or professional design certification. The Client acknowledges that decorative layout decisions are inherently subjective and that aesthetic dissatisfaction alone does not constitute defective workmanship.
The Company shall not be responsible for services, materials, relocations, redesigns, expansions, color changes, electrical upgrades, permanent installations, landscaping alterations, specialty décor procurement, or modifications not expressly included in the Service Quote. Any additional work must be authorized through a written Change Order pursuant to Section 20.
All Company Materials remain the sole property of the Company unless otherwise expressly stated in writing. Risk of loss or damage to Company Materials after installation and prior to removal remains allocated as set forth elsewhere in this Agreement.
The Services are limited to temporary decorative installations and shall not include permanent structural alterations, roof penetrations beyond industry-standard temporary methods, or electrical system modifications unless expressly agreed in writing.
Nothing in this Section creates any warranty, guarantee, or obligation beyond those expressly stated in this Agreement, including the Labor Performance Guarantee.
4.1 Fees: Client shall pay fees specified in the Service Quote.
4.2 Deposit: A non-refundable deposit equal to fifty percent (50%) of total fees is due upon execution and is earned upon receipt as a reasonable pre-estimate of scheduling, procurement, allocation, and mobilization costs. This deposit will be refunded only to the extent required by non-waivable law, including Section 16. The parties agree this deposit is liquidated damages and not a penalty, reflecting scheduling lock-in, design/admin time, mobilization planning, opportunity cost, and procurement commitments that are difficult to precisely quantify. If cancellation occurs seven (7) or more calendar days before the scheduled installation date, as reflected in the latest written schedule confirmation issued by the Company, The Company may, in its discretion, apply a portion of the deposit as a credit toward future services within twelve (12) months (non-transferable).
4.3 Balance: Remaining balance due prior to installation unless stated otherwise in the Service Quote.
4.4 Additional Work: Invoiced monthly; payable within fifteen (15) days.
4.5 Annual Adjustments: Multi-year agreements may increase 2.5% annually; non-contracted services up to 5%.
4.6 Late Payments (Interest/Late Fee/Collections):
4.7 Mechanic’s Lien Notice & Enforcement:
The Company may pursue lien rights under 770 ILCS 60/1 et seq.
NOTICE TO OWNER is provided on the IMPORTANT NOTICES page. The Company may issue any lien-related notice and other notices permitted or required by law. Certain statutory notice timing requirements (including notices commonly referred to as “60-day” and “90-day” notices) may apply in some project contexts (including where parties other than the prime contractor provide labor or materials); nothing in this Agreement limits The Company’s right to provide or rely on any notices permitted or required by law.
4.8 Right of Entry / Material Recovery: If an undisputed balance remains unpaid after reasonable written notice and applicable cure period, Client grants a limited license for exterior entry (8:00 a.m.–7:00 p.m.) upon at least 24 hours’ written notice (email/text) solely to retrieve Company-owned materials, without force or breach of peace and without interior entry. Client may, within seventy-two (72) hours of notice, propose a reasonable alternative retrieval time. If access is denied or would create a safety risk, The Company’s remedy shall be limited to lawful legal process and/or lien/enforcement remedies.
4.9 Suspension / Refusal / Termination for Nonpayment: The Company may suspend or refuse to commence Services for nonpayment. Dates are tolled and rescheduled based on availability. Discounts may be voided upon suspension. The Company may terminate for cause and pursue remedies, including lien and removal, after notice and cure as applicable.
4.10 Modification/Termination for Business Necessity: The Company may modify scope/schedule/price or terminate in good faith for legitimate business reasons (material cost increases, labor shortages, insurance changes, supply chain disruption, unsafe site, legal constraints). Refund of prepaid unused amounts (net of performed work and non-cancelable costs) is the Client’s exclusive remedy for termination under this subsection.
5.1 Materials Warranty: Company Materials are warranted against defects for three (3) Service Seasons; excludes Client Materials, misuse, third-party work, and force majeure.
5.2 Company Property / Title / No Bailment Sale: All Company Materials remain Company property; no sale, lease-to-own, or transfer of title is implied. The parties agree that Services predominate and Company Materials remain Company property unless expressly sold in a separate writing.
5.3 No Transfer/Relocation: Client shall not relocate, transfer, pledge, encumber, or allow liens on Company property.
5.4 Loss/Damage: Client is responsible for loss/damage/theft not proximately caused by Company negligence; theft requires a police report; Client reimburses replacement cost and reasonable labor.
The Company warrants that the labor portion of the Services will be performed in a professional and workmanlike manner consistent with Industry Standards (Section 2.5) during the applicable Service Season only.
If the Client provides written notice of an alleged workmanship deficiency during the Service Season, and the deficiency is confirmed by the Company to be directly caused by the Company’s workmanship, the Company shall, as the Client’s sole and exclusive remedy, correct such workmanship deficiency at no additional labor cost within a commercially reasonable time, subject to scheduling availability, site access, and weather conditions.
The Client shall provide the Company a reasonable opportunity to inspect and cure prior to undertaking third-party repairs. Unauthorized third-party repairs void this Labor Performance Guarantee to the extent such repairs interfere with inspection or correction.
This Labor Performance Guarantee:
(a) Applies only to deficiencies directly and proximately caused by the Company’s workmanship;
(b) Does not apply to issues resulting from weather conditions, acts of God, frozen ground, wind, snow load, ice, or other Force Majeure Events;
(c) Does not apply to misuse, tampering, modification, relocation, energizing, or repair by the Client or third parties;
(d) Does not apply to pre-existing site conditions, structural movement, deterioration, concealed defects, or latent conditions;
(e) Does not cover cosmetic wear, minor fastener impressions, adhesive residue, discoloration, or ordinary seasonal surface effects consistent with commercially reasonable care;
(f) Terminates upon removal of Company Materials at the end of the Service Season.
This Labor Performance Guarantee does not constitute a guarantee of continuous operation, does not create an extended warranty, and does not extend or modify any statute of limitations. All remedies remain subject to Sections 10 and 35 of this Agreement.
Service calls for verified workmanship deficiencies covered under the Labor Performance Guarantee (Section 6) during the applicable Service Season shall be performed at no additional labor charge.
Coverage applies only to defects directly and solely attributable to the Company’s workmanship. Warranty coverage does not include issues arising from weather events, acts of God, power surges, utility interruptions, timer malfunctions not installed by Company, tampering, third-party interference, animal damage, bulb burnout, normal wear, or Force Majeure Events.
The Company shall determine in its reasonable discretion whether a condition qualifies as a warranty issue. Portal-to-portal means from dispatch departure to return.
All non-warranty service calls shall be billed at $150 per hour in fifteen (15) minute increments, with a one-hour minimum unless otherwise stated, plus materials, applicable trip charges, lift or specialty equipment charges, and taxes where applicable.
Time is calculated portal-to-portal unless otherwise stated.
The Company may require payment authorization prior to dispatch and may decline non-warranty service where payment arrangements are not confirmed.
The Client is entitled to up to two (2) complimentary non-warranty service visits between initial installation and December 23 of the same Service Season.
Each complimentary visit includes up to thirty (30) minutes of labor. Materials, specialty equipment, and time exceeding thirty (30) minutes per visit are billable at the rates stated above.
Complimentary visits do not reset, accumulate, convert to credit, or carry over to future Service Seasons.
The Company reserves the right to consolidate multiple reported issues into a single visit where reasonably practicable.
No routine or non-life-safety service calls will be performed on:
A “Life-Safety Hazard” is strictly limited to an active electrical condition presenting an immediate and objectively verifiable risk of fire or bodily injury.
Decorative outages, partial lighting failures, timer issues, aesthetic concerns, color changes, dim sections, or display symmetry issues do not constitute life-safety hazards.
The Company shall be responsible only for property damage directly and proximately caused by the Company’s negligence and demonstrated by reasonable, contemporaneous evidence.
The Client bears the burden of establishing that claimed damage was not pre-existing and was directly caused by the Company.
The Company shall not be responsible for:
All property damage claims are subject to the written notice requirements set forth in Section 35 and the liability limitations, exclusions, and caps set forth in Section 10.
Removal of Company Materials shall begin no earlier than January 2 and shall be performed in the Company’s reasonable discretion based on weather conditions, safety considerations, route efficiency, and operational logistics.
Uninstallation timing is weather- and safety-dependent. Frozen ground, ice accumulation, snow cover, high winds, unsafe roof conditions, brittle materials, or other hazardous conditions may delay removal until conditions reasonably permit safe performance. Such delays shall not constitute a breach or default under this Agreement and, where applicable, may qualify as a Force Majeure Event under Section 11.
The Company shall not be required to perform removal under conditions that, in its reasonable judgment, present a material risk of personal injury or property damage. If removal is delayed due to unsafe or frozen conditions, Company Materials may remain installed until safe removal is reasonably practicable, and such continued presence shall not be deemed abandonment, waiver, or failure to perform.
Winter removal may involve ordinary seasonal surface effects, including temporary adhesive residue, minor fastener impressions, incidental cosmetic markings, or minor surface irregularities consistent with commercially reasonable care and the limitations set forth in Section 10.
Uninstallation scheduling adjustments or delays due to weather or safety conditions shall not entitle the Client to cancellation, rescission, refund, price reduction, or consequential, incidental, or special damages, except to the extent required by non-waivable law.
(a) Provide safe, legal, and reasonably unobstructed access to all work areas, including driveways, walkways, roof edges, gutters, electrical outlets, and attachment locations.
(b) Ensure that all work areas are reasonably free of hazards, debris, snow, ice, animals, stored materials, and other unsafe conditions prior to scheduled Services.
(c) Provide functional, code-compliant, and properly grounded electrical outlets and power sources located within reasonable proximity to the installation areas.
(d) Disclose any known structural defects, prior roof damage, loose gutters, deteriorated fascia, concealed wiring, underground utilities, waterproofing membranes, or other conditions that could affect safe installation or removal.
(e) Refrain from altering, adjusting, tampering with, energizing, relocating, or modifying Company Materials without the Company’s prior written consent.
(f) Coordinate with landscapers, roofers, painters, snow-removal contractors, or other service providers to avoid interference with installed materials.
Failure to provide safe access, functional power, or accurate site information may result in delay, rescheduling, additional charges, or suspension of Services, and shall not constitute a breach of this Agreement by the Company.
To the fullest extent permitted by law, the Client shall be responsible for loss or damage arising from undisclosed site conditions, unsafe access conditions, defective electrical infrastructure, or third-party interference, except to the extent directly caused by the Company’s gross negligence or willful misconduct.
10.1 Liability Cap
To the fullest extent permitted by law, the Company’s total aggregate liability arising out of or relating to the specific Service Quote giving rise to a claim, whether in contract, tort (including negligence), strict liability, warranty, statute, equity, or otherwise, shall not exceed the total fees actually paid to the Company under that Service Quote (excluding chargebacks and refunded amounts). The parties acknowledge that the pricing of the Services reflects this allocation of risk and limitation of liability.
This limitation applies collectively to all claims, damages, losses, and causes of action arising from or relating to the same Service Quote, regardless of the number of claimants, legal theories asserted, or claims made. Recovery, if any, shall be limited to direct damages only and shall not exceed the cap set forth above.
Nothing in this Section limits liability for the Company’s gross negligence or willful misconduct, or for liabilities that cannot be limited under applicable law.
To the fullest extent permitted by law, neither party shall be liable for any incidental, consequential, special, exemplary, treble, statutory-multiplier, or punitive damages, including without limitation diminution in property value, emotional distress, loss of holiday enjoyment, resale value impacts, lost profits, loss of use, interruption damages, or loss of business or goodwill, regardless of the theory of liability and even if advised of the possibility of such damages, except to the extent such damages cannot be waived under applicable law.
To the fullest extent permitted under Illinois law, each party shall defend, indemnify, and hold harmless the other from third-party claims, damages, liabilities, losses, judgments, settlements, and reasonable attorneys’ fees and costs to the extent caused by that party’s negligence or breach of this Agreement.
Nothing in this Agreement requires a party to indemnify another for that other party’s sole negligence where prohibited by 740 ILCS 35 or other applicable law.
This Section shall survive completion, termination, cancellation, or expiration of the Services.
Neither party shall be liable for any delay, failure to perform, or interruption of performance caused by events beyond its reasonable control, including, without limitation, severe weather, snow, ice, freezing conditions, acts of God, labor shortages, subcontractor unavailability, supply chain disruptions, material shortages, transportation delays, utility outages, governmental actions, permit delays, public emergencies, or other events not caused by the affected party’s gross negligence or willful misconduct (each, a “Force Majeure Event”).
Upon the occurrence of a Force Majeure Event, the time for performance shall be automatically extended for the duration of the Force Majeure Event and for a reasonable period thereafter to allow for remobilization, rescheduling, and safe performance. A Force Majeure Event may excuse performance in whole or in part, and shall not constitute a default under this Agreement.
If a Force Majeure Event continues for more than thirty (30) consecutive days, the Company may suspend performance until conditions reasonably permit resumption. Suspension under this Section shall not constitute a breach of this Agreement and shall not entitle the Client to cancellation, rescission, refund, price reduction, or damages, except to the extent required by non-waivable law.
Each party shall use commercially reasonable efforts to mitigate the effects of a Force Majeure Event and to resume performance as soon as reasonably practicable under the circumstances.
Illinois law governs. Court venue is DuPage County, Illinois, solely for: (i) enforcement of arbitration awards; (ii) provisional equitable relief consistent with Section 38; and (iii) statutory lien enforcement/foreclosure where applicable. JURY TRIAL IS WAIVED for any permitted court proceeding.
13.1 Mediation: Parties shall attempt good-faith non-binding mediation in DuPage County within 30 days of a written request.
13.2 Mandatory Arbitration: If not resolved, disputes shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in DuPage County, Illinois, under the AAA Consumer Arbitration Rules for residential clients and the AAA Commercial Arbitration Rules for business clients (or such other AAA rules as AAA determines apply). The arbitration shall be conducted in a manner that is accessible and cost-effective for residential consumers, consistent with the AAA Consumer Rules. The parties agree that arbitration under this Section is intended to provide a fair, neutral, and efficient dispute resolution process and shall not be interpreted to waive any non-waivable substantive rights or remedies under applicable law.
13.3 Delegation: Arbitrator decides arbitrability/enforceability to the fullest extent permitted by law. This arbitration clause is intended to be interpreted in a manner consistent with the AAA Consumer Due Process Protocol and the AAA Consumer Rules.
13.4 Electronic Acknowledgment: Online acceptance logs (timestamps/IP/device identifiers) constitute acknowledgment.
13.5 For residential consumers, the Company will advance or pay filing and administrative fees to the extent required by AAA Consumer Rules or applicable law, and any fee allocation by the arbitrator must comply with applicable law. For residential consumers, hearings may be conducted by video/phone unless the arbitrator determines an in-person hearing is necessary.
(Redundancy removed: former separate “Mediation Pre-Condition” clause is consolidated here.)
Installation services are generally scheduled between September 1 and December 23, and removal services begin no earlier than January 2. All dates, timeframes, and service windows are estimates only and are subject to weather conditions, site readiness, access availability, labor availability, supply conditions, and other factors beyond the Company’s reasonable control. Force Majeure events are governed by Section 11.
For purposes of this Section, a “mutually confirmed service window” means a specific date or time range confirmed in writing (including electronic confirmation). If the Company fails to perform the Services within such mutually confirmed service window for reasons solely within the Company’s reasonable control and not excused under Section 11, the Company’s sole and exclusive obligation shall be to reschedule and complete the affected Services within ten (10) business days, subject to reasonable scheduling availability and weather conditions, at no additional labor cost. Materials shall be included in such make-good service only if expressly agreed in writing.
Except as expressly provided in this Section, scheduling adjustments, delays, or rescheduling shall not constitute a breach of this Agreement, shall not be deemed a failure of consideration, and shall not entitle the Client to cancellation, rescission, refund, price reduction, or consequential, incidental, or special damages.
THIS CONTRACT IS SUBJECT TO THE ILLINOIS HOME REPAIR AND REMODELING ACT (815 ILCS 513/). CLIENT HAS THE RIGHT TO A COPY OF THIS CONTRACT AT THE TIME OF SIGNING.
Where required by law (including contracts over statutory thresholds), The Company will provide any required consumer-rights pamphlet or notice in the form required by statute.
If solicited at Client’s residence for personal, family, or household use, Client may cancel by written notice delivered to The Company by midnight of the third business day after execution. The Company will refund payments within ten (10) business days as required. The bold all-caps statement on the IMPORTANT NOTICES page is intended to satisfy the FTC Cooling-Off Rule notice requirement when applicable, and The Company will provide a detachable Notice of Cancellation form when required.
Notices must be in writing and may be delivered by email, certified mail, recognized courier, or hand delivery. Email is effective upon transmission unless the sender receives a bounce-back/undeliverable notice. Posting updates to the Online Terms constitutes general notice for future transactions as provided in Sections 1 and 60–62.
The Company represents that it is properly registered and authorized to conduct business in the State of Illinois and will perform the Services in compliance with applicable law in effect at the time of performance.
The Company maintains commercial general liability insurance coverage appropriate to its operations, including coverage for bodily injury, property damage, personal and advertising injury, and products-completed operations, subject to the terms, conditions, exclusions, deductibles, and limits of such policies. As of the Effective Date of this Agreement, such coverage includes limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate. Coverage limits, carriers, and policy terms may change from time to time. Nothing in this Agreement guarantees the availability, collectability, or sufficiency of insurance proceeds for any particular claim.
Nothing in this Agreement shall be construed to expand, create, modify, waive, or supplement any term, limit, exclusion, condition, or defense available under any insurance policy maintained by the Company. The existence of insurance shall not increase, enlarge, or otherwise modify the Company’s liability beyond the limitations, exclusions, and caps expressly set forth in this Agreement.
The Client acknowledges that the Company does not act as an insurer, guarantor, or warranty provider of the Client’s property or operations and that the Client is solely responsible for maintaining adequate homeowner’s or business insurance coverage, including coverage for property damage, personal injury, weather-related risks, and other losses that may arise during the Service Season.
The Company may engage independent contractors and vendors (“Subcontractors”) to perform any portion of the Services.
Subcontractors are independent contractors and are not employees, agents, joint venturers, or partners of the Company. The Company coordinates the Services but does not control the internal employment practices, payroll, tax compliance, or other internal business operations of Subcontractors.
The Company shall exercise commercially reasonable care in the selection and coordination of Subcontractors. Except to the extent liability cannot be limited under applicable law, any responsibility of the Company arising from the acts or omissions of Subcontractors shall be subject to, and shall not exceed, the limitations, exclusions, and liability caps set forth in Sections 10 and 35 of this Agreement.
The Company shall require Subcontractors to maintain commercially reasonable insurance coverage appropriate to the scope of their work and, where commercially practicable, to provide evidence of such coverage.
Nothing in this Section shall be construed to expand the Company’s liability beyond the limitations expressly set forth in this Agreement.
Any modification to the scope of work, deliverables, materials, schedule, or fees must be documented in a written Change Order approved by both parties prior to performance of the changed work, except where immediate action is reasonably required to address safety concerns or prevent material property damage.
For purposes of this Section, “written” includes electronic records and communications. Signatures may be electronic, including click-to-approve confirmations, CRM approvals, electronic signature platforms, or other mutually agreed electronic methods. Approvals transmitted by email or other agreed electronic means constitute binding Change Orders.
No oral statements, site discussions, field directives, text messages, or course of performance shall modify this Agreement absent a written Change Order executed in accordance with this Section.
Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.
To the fullest extent permitted by property and liability insurance policies, the Client and The Company each waive all rights of subrogation against the other for losses or damages covered by applicable insurance.
Section headings are for convenience only and shall not affect the interpretation of this Agreement.
The word “including” means “including without limitation.”
The word “shall” is mandatory.
Time is of the essence for all deadlines, payment obligations, and performance dates under this Agreement.
The Client shall ensure that all work areas are reasonably safe, accessible, and free of hazards, debris, snow, ice, animals, stored materials, personal property, and other obstructions prior to the scheduled Services.
The Client shall disclose, prior to installation, any known or reasonably discoverable latent, concealed, hazardous, or deteriorated site conditions that could affect the performance of the Services, including without limitation:
The Company performs only a reasonable visual assessment of accessible surfaces and does not conduct structural, engineering, roofing, electrical, waterproofing, or code-compliance inspections. The Client acknowledges that the Company reasonably relies on the Client’s disclosures and representations that the property and attachment surfaces are structurally sound and capable of supporting temporary decorative installations.
The Client represents and warrants that:
(a) The proposed attachment points and surfaces are structurally capable of supporting temporary lighting installations consistent with Industry Standards;
(b) The roof system, fascia, soffits, masonry, siding, trim, and related exterior materials are in sound condition;
(c) No concealed defects exist that would render installation unsafe or likely to cause damage under normal installation methods.
If the Company encounters unsafe, deteriorated, defective, or undisclosed conditions, it may suspend, delay, or modify performance without constituting breach of this Agreement. Any additional labor, materials, equipment, or remediation required due to such conditions shall be billed pursuant to a Change Order under Section 20.
To the fullest extent permitted by law, the Client shall defend, indemnify, and hold harmless the Company from and against losses, property damage, delays, fines, injuries, third-party claims, and reasonable attorneys’ fees arising out of or relating to:
Nothing in this Section releases or limits liability for damages directly and proximately caused by the Company’s gross negligence or willful misconduct.
This Section supplements and operates in conjunction with Sections 10 (Limitation of Liability), 35 (Claim Notice and Time Bar), and 50 (Assumption of Risk; Surface Wear Acknowledgment) of this Agreement.
The Client represents and warrants that:
(a) The Client has full legal authority, capacity, and actual or apparent authority to enter into this Agreement and to perform all obligations hereunder;
(b) The Client is the legal owner of the property at which the Services will be performed, or has obtained all necessary permissions, approvals, and consents from the legal owner(s) to authorize the Services and grant property access;
(c) The Client has authority to grant access to the property, including roof areas, exterior structures, attachment points, electrical connections, and related improvements, and to grant mechanic’s lien rights as permitted by applicable law;
(d) No third-party liens, encumbrances, lease restrictions, mortgage provisions, condominium bylaws, HOA covenants, financing agreements, or other legal restrictions prohibit, limit, impair, or materially interfere with the Services;
(e) If the property is leased, rented, jointly owned, trust-held, association-controlled, or otherwise subject to shared ownership or restriction, the Client has secured all required landlord, owner, trustee, lender, and/or association consents necessary to authorize the Services;
(f) The Client has disclosed any known title defects, ownership disputes, pending litigation, insurance claims, foreclosure proceedings, bankruptcy filings, or other legal matters that could affect access, lien rights, or performance of the Services.
If more than one person holds ownership or authority over the property, each signing or approving Client shall be jointly and severally liable for all obligations under this Agreement.
The Company is entitled to reasonably rely upon the foregoing representations, including any electronic approvals or confirmations, without independent investigation and shall not be obligated to verify title, authority, ownership status, lien priority, or third-party consent.
The Client acknowledges that the Company’s commencement or performance of Services in reliance upon these representations shall constitute reasonable reliance, and any subsequent revocation, dispute, or contradiction of authority shall not invalidate this Agreement.
If any representation or warranty in this Section proves to be inaccurate, revoked, or misleading, and such inaccuracy results in delay, suspension, removal, fine, citation, lien dispute, third-party claim, defense cost, or additional expense, the Client shall defend, indemnify, and hold harmless the Company from all resulting losses, damages, costs, and reasonable attorneys’ fees directly arising therefrom, to the fullest extent permitted by law.
This Section shall survive completion, removal, cancellation, or termination of the Services and shall be construed in conjunction with Sections 10, 35, and 36 of this Agreement.
Subject to Section 16 (Home Solicitation Rescission) and any other non-waivable cancellation rights under applicable law, the following shall apply to installation, service, maintenance, and removal appointments:
The Client must provide written notice (including email or other agreed electronic communication) of cancellation or rescheduling at least forty-eight (48) hours prior to a scheduled service date.
Failure to provide at least forty-eight (48) hours’ notice may result in forfeiture or application of the deposit, in whole or in part, and/or the assessment of reasonable mobilization, remobilization, scheduling disruption, and administrative charges, consistent with Section 4 (Fees, Payment Terms, and Remedies) and applicable law.
If the Company arrives at the scheduled service location and is unable to perform due to lack of access, unsafe conditions, obstructed work areas, power unavailability, presence of animals, or other Client-controlled conditions, the Company may, in its reasonable discretion:
Excessive, repeated, or strategic rescheduling requests may result in re-sequencing of the Services within the Company’s schedule. Such resequencing or delay shall not constitute a breach of this Agreement and does not entitle the Client to cancellation, refund, or damages, except as required by non-waivable law.
Deposits are governed by Section 4.2 and represent earned scheduling, allocation, procurement, and administrative costs. Any forfeiture, retention, or crediting of deposit amounts shall be consistent with Section 4 and shall not exceed amounts permitted under applicable law.
Client-initiated rescheduling due to ordinary weather preference, aesthetic considerations, or convenience (not constituting a Force Majeure Event under Section 11) may be treated as a voluntary rescheduling request subject to reasonable fees. Force Majeure Events remain governed exclusively by Section 11.
Except as expressly stated in this Agreement, The Company disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
The parties agree that the Services provided are predominantly services and not the sale of goods. To the extent any goods are sold, all implied warranties under the Illinois Uniform Commercial Code are disclaimed to the maximum extent permitted by law.
Nothing in this Agreement creates, revives, extends, or enlarges any warranty that may have applied to goods previously sold to the Client. Any such warranty was limited to the written terms, if any, provided at the time of sale.
The Client’s remedies are limited exclusively to those expressly provided in this Agreement.
The Client acknowledges that, in connection with the Services, the Company may disclose or make available certain confidential and proprietary information, including without limitation designs, layouts, installation methods, pricing structures, trade secrets, vendor relationships, sourcing strategies, operational processes, business practices, training materials, proposals, service methodologies, software workflows, and other non-public technical or business information (collectively, “Confidential Information”).
All Confidential Information remains the sole and exclusive property of the Company. No license, ownership, or other rights are granted to the Client except the limited, non-transferable right to use such information solely for purposes of evaluating and receiving the Services.
Confidential Information includes information disclosed orally, visually, electronically, in writing, or learned through site visits, proposals, demonstrations, performance of the Services, or observation of installation methods, whether or not marked or identified as confidential.
The Client shall:
(a) Use Confidential Information solely for purposes of evaluating and receiving the Services and not for competitive, commercial, replication, reverse-engineering, or circumvention purposes;
(b) Not disclose Confidential Information to any third party except to the Client’s professional advisors (such as attorneys, accountants, or insurance advisors) who are bound by confidentiality obligations;
(c) Take reasonable measures to protect Confidential Information from unauthorized disclosure, misuse, or access;
(d) Not directly or indirectly use Confidential Information to solicit, contact, contract with, or attempt to bypass the Company with respect to its vendors, suppliers, subcontractors, or personnel in connection with the Services.
This Section does not apply to information that:
(i) Is or becomes publicly available through no fault of the Client;
(ii) Was lawfully known to the Client prior to disclosure;
(iii) Is independently developed without use of the Company’s Confidential Information; or
(iv) Is required to be disclosed by law, court order, or governmental authority, provided the Client gives prompt written notice (where legally permitted).
Unauthorized disclosure or misuse of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The Company shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, to the extent permitted by applicable law.
This confidentiality obligation shall survive completion or termination of the Services. With respect to trade secrets, obligations survive for so long as the information qualifies as a trade secret under applicable law. With respect to other Confidential Information, obligations survive for three (3) years following completion of the Services.
Nothing in this Section restricts the Client from publishing truthful, non-confidential reviews of the Services or communicating with governmental agencies, regulators, or authorities as permitted by applicable law.
During the term of this Agreement and for a period of twenty-four (24) months following completion or termination of Services, the Client shall not, directly or indirectly, for itself or on behalf of any other person or entity:
(a) Solicit, recruit, hire, retain, contract with, or attempt to hire or engage any employee, installer, subcontractor, vendor, service provider, or independent contractor of the Company who performed work, was introduced, or became known to the Client in connection with the Services;
(b) Encourage, induce, or attempt to cause any such individual or entity to terminate, reduce, or alter their relationship with the Company;
(c) Circumvent or bypass the Company by contracting directly with any Company employee, subcontractor, installer, vendor, or service provider introduced in connection with the Services for similar or related services.
For purposes of this Section, “directly or indirectly” includes engagement through relatives, affiliates, shell entities, holding companies, or referral arrangements.
The Client acknowledges that:
Accordingly, in the event of a violation of this Section, the Client agrees to pay liquidated damages equal to the greater of:
(i) $25,000 per individual or entity improperly solicited, hired, or engaged; or
(ii) two and a half (2.5) times the total compensation, contract value, or anticipated annual revenue associated with such individual or entity.
The parties agree this amount is a reasonable pre-estimate of the Company’s damages and is not intended as a penalty.
In addition, the Company shall be entitled to recover reasonable attorneys’ fees and costs incurred in enforcing this Section and to seek injunctive relief without the necessity of posting bond to the extent permitted by law.
The parties further acknowledge that the Company has a legitimate business interest in protecting its workforce, vendor relationships, and customer goodwill.
Notwithstanding the foregoing, the Client may lawfully engage a Company employee, subcontractor, installer, vendor, or service provider during the restricted period only if:
(a) The Client provides written notice to the Company prior to engagement;
(b) The Company consents in writing; and
(c) The Client pays a buy-out fee equal to the greater of:
which the parties agree represents a commercially reasonable buy-out reflecting recruitment, training, opportunity cost, and goodwill value.
No engagement may occur until such buy-out fee is paid in full.
If any portion of this Section is deemed overly broad or unenforceable, a court shall modify it to the maximum extent permitted under Illinois law and enforce it as modified.
This Agreement may only be modified by a written document signed by both parties.
Failure to enforce any provision shall not constitute a waiver of that provision or of any other provision.
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remainder of the Agreement shall remain in full force and effect.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Electronic counterparts shall have the same legal effect as originals.
The Client must give written notice of any claim within a reasonable time after the Client discovers, or reasonably should have discovered, the issue, but in no event later than sixty (60) days after such discovery. Failure to give timely notice limits remedies to inspection and cure and bars recovery of avoidable damages (including consequential damages) to the extent caused by the delay, rather than barring the entire claim. Any action must be commenced within twelve (12) months after the claim accrues, to the maximum extent permitted by law. Nothing in this Section shortens the time for claims that cannot be shortened under Illinois law.
To the fullest extent permitted by law, the prevailing or substantially prevailing party in any dispute arising out of or relating to this Agreement or the Services shall be entitled to recover all reasonable attorneys’ fees and costs actually incurred. Recoverable fees and costs include court costs, mediator fees, arbitration administrative fees, arbitrator fees, costs of collection, and fees and costs incurred in enforcing any arbitration award or judgment, whether incurred in mediation, arbitration, trial, appeal, or post-judgment proceedings.
Notwithstanding the foregoing, in matters governed by AAA Consumer Rules or non-waivable consumer protection law, fee-shifting applies only to the extent permitted and shall not impose fees in a manner that would render arbitration inaccessible. For residential consumers under AAA Consumer Rules, fee shifting applies only as allowed by applicable law or for bad faith/frivolous conduct.
To the fullest extent permitted by law, the Client agrees that any dispute arising out of or relating to this Agreement or the Services shall be resolved solely in the Client’s individual capacity and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The Client expressly waives any right to participate in or recover relief through any class, collective, or representative action against the Company. The parties agree that arbitration shall proceed on an individual basis only, and that the arbitrator shall have no authority to conduct or preside over any class, collective, consolidated, mass, or representative arbitration. If any portion of this Section is found unenforceable, the unenforceable portion shall be severed, and the remainder shall be enforced to the fullest extent permitted by law, except that if the prohibition on class or representative proceedings is held unenforceable, then any such claim shall proceed in a court of competent jurisdiction and not in arbitration.
The Client acknowledges that marketing materials, presentations, estimates, website content, and promotional materials are non-binding.
Only the written terms of this Agreement and the Service Quote govern the parties’ rights and obligations.
The Company is entitled to seek injunctive relief, specific performance, or other equitable remedies without the requirement of posting bond or other security, in addition to all other remedies available at law or in equity.
The Client shall pay all amounts due under this Agreement in full, without deduction, set-off, recoupment, counterclaim, or withholding of any kind, except as expressly required by law.
The Client may not withhold or offset payments due by asserting any claim, dispute, or defense against The Company.
Any counterclaim or separate claim the Client may have must be pursued independently and shall not suspend or reduce payment obligations.
The Company shall perform the Services in compliance with all applicable federal, state, and local laws, codes, ordinances, and regulations in effect at the time of performance.
Electronic copies of this Agreement, including scanned or digitally executed versions, shall be deemed original documents and may be relied upon and used for all legal and evidentiary purposes.
The Client shall not disclose the terms or existence of this Agreement to third parties except:
Nothing in this Section restricts the Client’s ability to publish truthful, non-confidential reviews of the Services or to communicate with government agencies or authorities as permitted by applicable law.
Provisions relating to fees, mechanic’s liens, repossession rights, warranties, indemnification, confidentiality, dispute resolution, limitations of liability, and any other provision that by its nature should survive termination shall survive the expiration or termination of this Agreement.
The Company may photograph, video record, or otherwise capture images or recordings of the Service site, installation areas, lighting displays, décor, and completed work (including before-and-after imagery) in connection with the Services for documentation, quality control, training, portfolio use, marketing, advertising, social media, website publication, print materials, digital campaigns, and other promotional purposes.
All photographs, video recordings, and related media captured by the Company in connection with the Services (collectively, “Media”) are and shall remain the sole and exclusive property of the Company. The Company retains all rights, title, and interest in and to the Media, including the right to edit, modify, crop, enhance, reproduce, publish, distribute, and display the Media in any format or medium now known or later developed.
Unless the Client provides a written opt-out notice prior to publication, the Client consents to the Company’s use of the Media for the purposes described herein. Such consent, once publication has occurred, shall be irrevocable as to previously published content.
The Company shall not publish:
without masking such information or obtaining prior written consent.
The Company will make commercially reasonable efforts to avoid displaying personally identifying information. The Client acknowledges that exterior property improvements visible from public vantage points do not carry a reasonable expectation of privacy and that publication of such images does not constitute an invasion of privacy or misappropriation of likeness.
The Client releases and waives any claims against the Company for lawful use of the Media consistent with this Section, including claims for invasion of privacy, right of publicity, or related causes of action, except to the extent arising from the Company’s gross negligence or willful misconduct.
Any opt-out must be submitted in writing prior to publication and shall apply prospectively only. The Client may revoke consent prospectively by written opt-out, which applies only to future posts not yet published.
Nothing in this Section authorizes the Company to disclose Confidential Information in violation of Section 30.
The Client is solely and exclusively responsible for determining whether any homeowners’ association (HOA), condominium association, municipal, county, or other third-party approvals, permits, authorizations, architectural reviews, compliance determinations, inspections, or notifications are required in connection with the Services, unless expressly stated otherwise in the applicable Service Quote.
The Company does not assume responsibility for researching, interpreting, advising upon, or ensuring compliance with HOA rules, covenants, architectural guidelines, deed restrictions, municipal codes, or similar requirements unless expressly agreed in writing. The Client acknowledges that the Company is not engaged to provide legal, architectural, permitting, or regulatory compliance advice.
The Client shall:
(a) Obtain all required approvals or permits prior to the scheduled installation date;
(b) Provide written evidence of such approvals upon request;
(c) Disclose and promptly notify the Company of any applicable restrictions, aesthetic standards, wattage limits, curfews, placement limitations, mounting restrictions, visibility rules, or other governing requirements affecting the Services.
The Client acknowledges that The Company is entitled to rely upon the Client’s representations that required approvals have been obtained.
If Services are delayed, modified, stopped, removed, fined, cited, or required to be altered due to the absence of required approvals, retroactive enforcement, interpretation disputes, neighbor complaints, code enforcement actions, or subsequent rule changes, such circumstances shall not constitute a breach, defect, warranty claim, or failure of performance by the Company.
To the fullest extent permitted by law, the Client shall defend, indemnify, and hold harmless the Company from and against any fines, penalties, stop-work orders, removal demands, re-installation costs, legal expenses, HOA assessments, or third-party claims arising out of or relating to the Client’s failure to obtain or comply with required approvals.
If removal, modification, or reinstallation is required due to approval-related issues, all associated labor, materials, mobilization, and administrative costs shall be billed as a Change Order under Section 20 and shall not be refundable.
The Company reserves the right to suspend, delay, or refuse performance if, in its reasonable judgment, required approvals have not been obtained or if compliance concerns arise that could expose the Company to liability.
Nothing in this Section expands the Company’s liability beyond the limitations set forth in Sections 10 and 35 of this Agreement.
If a change in federal, state, or local law, regulation, code, or ordinance materially impacts the Services, the parties agree to negotiate in good faith to adjust scope, pricing, scheduling, or other terms necessary to comply with the new legal requirements.
If no agreement is reached within a commercially reasonable period, The Company may modify or terminate performance consistent with Section 4.9 (Company Modification or Termination for Business Necessity).
The Company shall make good-faith scheduling determinations based on reputable weather reporting services and commercially reasonable safety standards.
Such scheduling determinations shall be presumptively correct for operational and safety purposes unless there is clear and convincing evidence to the contrary.
Weather-based decisions regarding installation, maintenance, or removal shall not constitute breach of this Agreement.
The Client acknowledges that exterior holiday lighting installation and removal involve inherent and unavoidable risks, including, without limitation:
The Client further acknowledges that the Company does not perform structural inspections and reasonably relies upon the Client’s representation that the property’s exterior surfaces, attachment points, and roofing materials are sound, properly installed, and capable of supporting temporary decorative installations.
The Client acknowledges and agrees that minor, non-structural surface wear may occur despite commercially reasonable care. Such wear may include, without limitation, clip marks, minor fastener impressions, sealant marks, adhesive residue, temporary or permanent discoloration, slight shifting of gutters, minor paint disturbance, minor mortar disturbance at non-structural joints, or other incidental cosmetic effects consistent with industry practice.
Illinois winter conditions—including snow accumulation, ice formation, freeze–thaw cycles, freezing rain, wind, and extreme temperature variation—may increase installation and removal hazards and may contribute to incidental cosmetic surface effects or scheduling delays, even when the Company exercises commercially reasonable care.
The Client assumes the risk of ordinary cosmetic wear, seasonal effects, latent material brittleness, and weather-related scheduling delays inherent in exterior seasonal installations.
The Company does not guarantee invisible repairs, exact paint or finish matching, restoration of aged, weathered, brittle, or deteriorated materials, or avoidance of incidental cosmetic effects that are consistent with industry standards.
Nothing in this Section releases or limits liability for damages directly and proximately caused by the Company’s gross negligence or willful misconduct.
This Section supplements and operates in conjunction with the limitations of liability and time limitations set forth in Sections 10 and 35 of this Agreement.
The Client acknowledges that The Company does not act as an insurer of the Client’s property or operations.
The Client confirms it has not relied upon any representation regarding insurance coverage beyond what is expressly stated in Section 18.
The Client is solely responsible for maintaining adequate homeowner’s or business insurance sufficient to cover property damage and personal injury during the Service Season.
Subject to applicable law and this Agreement, The Company retains discretion over the means, methods, sequences, techniques, tools, materials, and installation approaches used to perform the Services consistent with Industry Standards (Section 2.5).
The Client provides informed consent for The Company to make reasonable penetrations and install anchors, including:
Penetrations may occur in:
Penetrations shall not occur in structural members or waterproofing membranes where doing so would compromise structural integrity, unless expressly approved in writing and permitted by applicable code and HOA/permit approvals (Section 46).
Unless otherwise stated in a signed Change Order, The Company will seal exterior penetrations with commercially reasonable sealant upon removal.
Restoration standards are governed by Section 55, Section 10, and 34 (as applicable).
The Company does not warrant invisible repairs or finish matching.
The Client authorizes The Company, in its discretion, to remove, relocate, or replace pre-existing or abandoned hardware that interferes with safety or performance.
Such hardware may include:
Unless requested in writing prior to removal, such items may be discarded.
The Company is not responsible for restoring or reinstalling prior systems beyond the restoration obligations in Section 59.
The Company is not liable for damage attributable to pre-existing conditions or third-party work (see Sections 10 and 35 (as applicable)).
The Company may document site conditions per Section 47.
The Company may use attachment materials, including:
Minor surface wear, residue, or discoloration may occur or accumulate over successive seasons, even when commercially reasonable care is exercised.
To the fullest extent permitted by law, such ordinary wear shall not constitute property damage under Sections 10 and 35 (as applicable), except where directly caused by gross negligence or willful misconduct.
Upon written request, The Company may propose low-impact attachment alternatives at additional cost and subject to aesthetic or performance limitations.
This Section supplements Section 51/52/53.
The Client acknowledges that ground-level wiring or extension leads may create potential trip hazards.
The Client shall:
The Company can provide cable ramps or guards at additional cost. If declined in writing, the Client assumes the associated risk.
To the fullest extent permitted by law, the Client assumes the risk of third-party trip claims arising from ground-level cabling, except where directly caused by The Company’s gross negligence or willful misconduct.
The Client shall defend, indemnify, and hold harmless The Company from third-party claims arising from:
This Section does not expand Company liability beyond Sections 10 and 35 (as applicable).
The following surfaces are excluded from penetrations or adhesive attachment unless specifically approved in writing:
The Client may list additional exclusions in writing prior to installation.
If exclusions limit feasibility or safety, The Company may propose a Change Order (Section 20) or decline work (Sections 3.8 and 4.9).
All work remains subject to HOA and permit requirements (Section 46).
Upon removal, The Company shall perform commercially reasonable cosmetic restoration, including:
The Company does not guarantee:
Higher-level restoration may be performed under a separate Change Order.
This Section operates subject to Sections 10 and 35 (as applicable).
The Company may photograph or video:
The Client must notify The Company in writing within a reasonable time, not to exceed 10 days after discovery of any alleged improper penetration or hazard.
The Client shall provide a reasonable opportunity for inspection and cure prior to undertaking repairs.
Self-help repairs are permitted solely for bona fide safety or emergency mitigation. In such an event, Client shall (i) provide prompt written notice to the Company, (ii) preserve reasonable evidence (photos/video and removed materials if practicable), and (iii) provide a reasonable opportunity for post-mitigation inspection. Failure to do so limits recovery to costs that would have been incurred had timely notice and an opportunity to cure been provided, to the extent permitted by law (see Sections 10 and 35).
The Company may create a pre-work photographic baseline.
The Client shall coordinate other trades to avoid disturbance of the installation.
The Company is not responsible for damage or outages caused by third parties.
Service to remedy third-party disturbance shall be billed under Section 7.2 plus materials.
The Company may charge for temporary removal, de-energizing, or re-installation when required due to third-party access.
The Company will present a conspicuous hyperlink to the Online Terms and require affirmative electronic assent (including, without limitation, a checkbox, “I Agree” button, electronic signature field, or similar clickwrap mechanism) during Quote approval, scheduling, payment submission, or other transactional confirmation. The Client acknowledges that such electronic assent constitutes an intentional manifestation of agreement and that it satisfies any requirement for a writing or signature to the maximum extent permitted by applicable federal and state law.
The Client further agrees that approval of a Service Quote, scheduling of Services, payment of any invoice referencing the Online Terms, provision of site access, or permitting performance after receipt of the Online Terms constitutes acceptance of this Agreement and the Online Terms.
If any agent, representative, occupant, employee, contractor, family member, or other person acting on the Client’s behalf approves, accepts, schedules, or pays under this Agreement, the Client represents and warrants that such person possesses actual or apparent authority to bind the Client. The Client further ratifies and adopts any such acceptance through subsequent conduct, including payment, scheduling, granting access, or accepting Services, and remains fully responsible for all obligations under this Agreement and the Online Terms.
The Company may rely upon electronic acceptance records maintained in the ordinary course of business (including date and time stamps, IP address information, device identifiers, email confirmations, CRM logs, and system audit records) as admissible and presumptively valid evidence of assent, unless rebutted by clear and convincing evidence of fraud or material system error.
Nothing in this Section limits the Company’s ability to establish assent through any other lawful means, including course of dealing, course of performance, written communications, payment history, or other objective manifestations of agreement.
The Client acknowledges that the Online Terms were made available through a conspicuous hyperlink and that the Client was provided a reasonable opportunity to review them prior to accepting a Service Quote, scheduling Services, submitting payment, or otherwise authorizing performance. The Client agrees that it is responsible for reading and understanding the Online Terms. Failure to read the Online Terms does not relieve the Client of any obligations under this Agreement.
The Company may update these Online Terms from time to time. Any updates will apply prospectively only to Service Quotes approved, Services scheduled, payments submitted, or other transactions initiated after the stated updated effective date.
For any Service Quote already approved or Services already in progress, the version of the Online Terms in effect at the time of acceptance shall continue to govern. Material adverse changes will not apply to an existing Service unless the Client expressly re-consents through a new Service Quote, Change Order, or other written acknowledgment.
61.1 Entire Agreement / Merger.
This Agreement (including the IMPORTANT NOTICES TO CLIENT page, the Online Terms posted on the Company’s website as of the applicable effective date, the applicable Service Quote, and any executed Change Orders) constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous proposals, estimates, negotiations, discussions, representations, marketing materials, or agreements, whether oral or written, relating to the Services.
61.2 Order of Precedence (Conflict Resolution).
If there is any conflict or inconsistency among the documents forming this Agreement, the following order of precedence shall control (highest priority first):
(a) Any duly executed Change Order(s) (but only as to the specific change addressed);
(b) The applicable Service Quote (but only as to the specific scope, pricing, dates, and items stated therein);
(c) These Online Terms / Master Service Agreement body (Sections 1–60 and any later sections);
(d) Any exhibits, attachments, or schedules incorporated by reference;
(e) Any invoices, receipts, confirmations, emails, text messages, field notes, or other communications, which are administrative only and shall not modify this Agreement absent a Change Order under Section 20.
61.3 No Oral Modifications / No Implied Amendments.
No statement, representation, promise, course of performance, course of dealing, usage of trade, site discussion, or field directive shall modify this Agreement unless memorialized in a written Change Order executed in accordance with Section 20.
61.4 Construction / No Contra Proferentem.
This Agreement shall be construed as jointly drafted by the parties, and no presumption or rule of construction shall be applied against the Company as the drafter. Headings are for convenience only and do not affect interpretation.
61.5 Survival.
This Section shall survive completion, removal, cancellation, or termination of the Services.
62.1 Non-Waivable Law Savings.
Nothing in this Agreement is intended to waive, limit, or disclaim any right, remedy, or protection that cannot be waived under applicable federal, state, or local law. To the extent any term of this Agreement is deemed to conflict with non-waivable law, such term shall be interpreted and enforced to the maximum extent permitted, and the remainder of the Agreement shall remain in full force and effect.
62.2 Blue-Pencil / Judicial Modification.
If any provision of this Agreement is held invalid, illegal, unconscionable, or unenforceable in any respect, such provision shall be modified, limited, or “blue-penciled” to the minimum extent necessary to render it valid and enforceable while preserving, as nearly as possible, the parties’ original intent and allocation of risk. As modified, the provision shall be enforced, and all remaining provisions shall continue in full force.
62.3 Severability.
If a court or arbitrator declines to modify a provision under this Section and instead determines a provision is unenforceable, that provision shall be severed and the remainder of the Agreement shall be enforced to the fullest extent permitted by law.
63.1 Intent to Arbitrate; Preservation of Core Agreement.
The parties expressly agree that the mutual agreement to arbitrate disputes set forth in Section 13 is a material inducement to entering into this Agreement. It is the parties’ intent that arbitration be enforced to the fullest extent permitted under the Federal Arbitration Act (“FAA”) and applicable Illinois law.
63.2 Severability of ADR Provisions.
If any portion of Section 13 (Alternative Dispute Resolution), Section 12 (Governing Law; Limited Court Venue; Jury Waiver), or Section 36 (Waiver of Class and Representative Actions) is found to be invalid, illegal, or unenforceable, such provision shall be severed or modified to the minimum extent necessary to render it enforceable, and the remainder of those Sections shall remain in full force and effect.
63.3 Backstop Venue Provision.
If, and only if, the agreement to arbitrate is determined by a court of competent jurisdiction to be unenforceable in its entirety and cannot be modified or severed to permit arbitration, then:
(a) Any dispute shall be brought exclusively in a state court of competent jurisdiction located in DuPage County, Illinois, or, if federal jurisdiction exists, in the United States District Court for the Northern District of Illinois;
(b) The parties irrevocably submit to the personal jurisdiction of such courts;
(c) Trial shall be conducted without a jury to the fullest extent permitted by law; and
(d) The class action and representative action waiver in Section 36 shall continue to apply in court to the fullest extent permitted by law.
63.4 Survival of Jury Waiver.
If arbitration is deemed unenforceable, the jury trial waiver contained in Section 12 shall survive and remain enforceable to the maximum extent permitted by law.
63.5 FAA Governance.
The parties agree that the arbitration provisions are governed by and shall be interpreted under the Federal Arbitration Act. Any state-law doctrine that would undermine or disfavor arbitration shall be preempted to the fullest extent permitted by federal law.
63.6 Continued Enforceability of Limitations.
In the event arbitration is unavailable, all limitations of liability, damage exclusions, notice requirements, time limitations, indemnity provisions, and other risk-allocation terms contained in this Agreement shall remain fully enforceable in any court proceeding.