Healthy Lawn Irrigation, LLC Membership Agreement Terms and Conditions

By executing this Agreement, the individual or entity listed (“Client”) agrees to purchase a membership from Healthy Lawn Irrigation, LLC (“HLI”) and accepts all terms and conditions contained herein. The services, pricing, and benefits applicable to this Agreement are those outlined in the Healthy Lawn Irrigation Membership Plan Guide (“Membership Guide”) for the specific membership plan selected by the Client during enrollment (“Selected Plan”). This Agreement, together with the Membership Guide, constitutes the entire, legally binding contract between the parties, and the Membership Guide is expressly incorporated herein by reference.

1. Membership Services and Term.
   • Services. HLI agrees to provide the services specified for the Client’s Selected Plan as detailed in the Membership Guide. Services are limited to those expressly enumerated in the plan description. All other diagnostic services, repairs, parts, or labor required outside the scope of the Selected Plan will be invoiced separately at the service rate and material discount corresponding to the Client’s membership level, as set forth in the Membership Guide. Client is responsible for ensuring HLI has safe and reasonable access to the property and that all necessary utilities (e.g., water, power) are active for scheduled service visits.
   • Term. This Agreement shall be effective for an initial term of one (1) year commencing on the date of execution. Upon expiration of the initial term, this Agreement will automatically renew for successive one-year terms unless terminated by either party by providing written notice to the other party at least thirty (30) days prior to the end of the then-current term.
2. Fees and Payment Terms.
   • Payment. Client agrees to pay the fee for the Selected Plan either (a) as a single annual payment due upon execution, or (b) in twelve (12) equal monthly installments. The first monthly installment is due upon execution, and all subsequent installments are due on the first day of each calendar month.
   • Late Payment & Default. A monthly payment not received by the fifteenth (15th) day of the month it is due shall be considered late and will incur a late fee of three percent (3%) of the outstanding balance. If Client’s account becomes sixty (60) days past due, HLI reserves the right to suspend all services until the account is paid in full. If the account becomes ninety (90) days past due, HLI may, in its sole discretion, terminate this Agreement for default and accelerate the entire remaining balance due for the unexpired portion of the term, which shall become immediately due and payable. Failure to pay any amount due under this Agreement shall void all warranties.
3. Termination.
   • Early Termination by Client. Client may terminate this Agreement prior to the end of a one-year term only by providing written notice to HLI and paying an Early Termination Fee. If Client pays monthly, the Early Termination Fee shall be equal to the sum of all remaining monthly payments that would have otherwise been due for the remainder of the one-year term. For Clients who paid annually, no refund for any unused portion of the term will be issued, and the lack of a refund shall constitute the agreed-upon remedy for early termination.
   • Termination by HLI. HLI reserves the right to terminate this Agreement immediately upon written notice for any material breach by Client, including but not limited to nonpayment.
4. Disclaimers and Limitation of Liability. HLI warrants that its services will be performed in a professional manner consistent with industry standards. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. HLI is not the manufacturer of the parts it may install and provides no separate warranty on such parts, though it will facilitate the pass-through of any manufacturer’s warranty where applicable. HLI’s liability under this Agreement is strictly limited to the labor required to perform the services in the Selected Plan. HLI shall not be liable for any damage, loss, or system failure arising from: (a) pre-existing conditions or defects in Client’s irrigation, lighting, or drainage systems; (b) Acts of God, including but not limited to lightning, freezing, floods, or soil subsidence; (c) Client or thirdparty negligence, misuse, or vandalism; (d) damage to unmarked, improperly located, or private underground lines such as electrical, plumbing, or invisible pet fencing; or (e) the health, failure, or death of any turf, sod, tree, shrub, or other plant life.
5. Governing Law, Venue, and Attorney’s Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to its conflict of law principles. Any legal action or proceeding arising from this Agreement must be brought exclusively in the state or federal courts located in Shelby County, Tennessee, and the parties hereby expressly consent to the jurisdiction and venue of such courts. The prevailing party in any such action shall be entitled to an award of its reasonable attorney’s fees and litigation costs in addition to any other relief granted.
6. General Provisions. This Agreement, together with the Membership Guide for the Selected Plan, constitutes the entire agreement between the parties and supersedes all prior oral or written communications, representations, or agreements. This Agreement may be modified only by a written instrument signed by both Client and an authorized representative of HLI. HLI’s failure or delay in enforcing any provision of this Agreement shall not be construed as a waiver of its right to enforce that or any other provision at a later time. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.