MyDIY Advisor LLC - Master Service Agreement
MASTER SERVICE AGREEMENT
Michigan Builder's License #262500809
This Master Service Agreement (this "Agreement") is made by and between MyDIY Advisor LLC, a Michigan limited liability company ("Company") and the undersigned individual or entity (the "Client") (collectively, the "Parties") as of the date Client signed this Agreement below (the "Effective Date").
RECITALS
A. The Company offers tiered service packages to advise Client with their residential Do-It-Yourself (DIY) home improvement projects as follows:
Project-Based Packages
· Blueprint Package: Development and delivery of a custom Project Guide featuring step-by-step execution plan, material/tool requirements, and estimated timelines.
· Advisor Package: Blueprint Package deliverables plus virtual Project Check-in Calls for project milestones and technical troubleshooting.
· Coach Package: Advisor Package deliverables plus on-site sessions for project milestones and technical troubleshooting.
· On-Site Support: Direct on-site assistance billed hourly or as part of a package to provide expert technical demonstration and physical support.
Subscription Support Packages (Month-to-Month)
· DIY Watchdog -- $29.99/month: Unlimited quick-question support via text and email during business hours.
· DIY Lifeline -- $79.99/month: Watchdog benefits plus two (2) 15-minute live video or phone calls per billing cycle.
B. Client understands that Company's purpose is to provide advice and coaching to assist Client with DIY building projects.
C. Client engages Company under one or more packages identified in the accompanying Work Order. Client agrees that services are subject to this Agreement's terms and conditions, and the accompanying Waiver and Release of Liability Agreement, which is incorporated herein by reference.
NOW THEREFORE, the Parties agree as follows:
TERMS AND CONDITIONS
1. Scope of Services
1.1 Work Order. The Parties shall execute a Work Order concurrently with or subsequent to this Agreement describing the services, deliverables, fees, payment terms, and duration. Each Work Order must be signed by both parties, and no Work Order shall be binding on Company unless executed by an authorized representative. Company's obligations are strictly limited to services expressly described in an executed Work Order. Any informal communications provided outside a Work Order shall not expand scope or create additional Company obligations. For On-Site Support, Company may provide on-site technical demonstrations or limited physical support of construction work; however, Client remains solely responsible and retains exclusive control of the project site, workers, construction means and methods, sequencing, safety precautions, and compliance with applicable laws and codes.
1.2 Project-Based Packages -- Scope and Limits. Work Orders define a Service Window during which Client may utilize included virtual check-in calls or on-site coaching sessions. Unused sessions after the Service Window expires are forfeited and non-refundable. This provision does not apply to Blueprint Package or Subscription Support Packages. Service Windows may be extended at the rate specified in the Work Order or by purchasing a Subscription Support Package.
1.3 Subscription Services -- Scope and Limits. Subscriptions are intended for quick, discrete questions, second opinions, tool/material recommendations, and troubleshooting problems. If inquiries require aggregate over sixty (60) minutes of advisor time within a billing cycle, Company may classify the request as "Project Planning," requiring an upgrade to a Project-Based Package. To maximize "Lifeline" calls, Clients must have relevant photos or videos ready at call start. Unused "Lifeline" calls do not roll over and have no cash value. Client must provide hardware (camera, microphone, smartphone) and stable internet. Standard message and data rates apply. Client is responsible for all data usage costs. Company is not responsible for hardware damage or service interruptions.
1.4 Business Hours. Company's business hours are Monday -- Friday, 8:00 AM to 6:00 P.M. EST and Saturday, 10:00 AM to 4:00 PM EST (excluding Sundays and major holidays). All "Lifeline" calls must be scheduled during business hours. Inquiries outside business hours will be queued for the next business day. Company makes no guarantees regarding response time.
1.5 Exclusions. (a) Company under no circumstance acts as the Client's general contractor, construction manager, site supervisor, engineer, architect, or any professional service provider. (b) Company provides recommendations based on professional experience; however, final selection, purchase, and verification of materials remain Client's sole responsibility. Company is not liable for manufacturer defects, product recalls, or Client's failure to follow manufacturer installation instructions. (c) Client usage for commercial purposes may result in immediate suspension or termination. (d) Company's recommendations are based on visible site conditions at the time of review. Company is not responsible for latent or concealed structural, mechanical, or environmental defects existing or discovered later.
2. Payment Terms
2.1 Project-Based Services. Payment terms are specified in the Work Order. Unless otherwise stated, a fifty percent (50%) deposit is due upon signing. Balance is due upon completion of deliverables. Additional on-site support outside the Work Order is billed at Company's current hourly rate ($125/hour).
2.2 Subscription Services -- Recurring Billing. Subscription packages are billed monthly in advance on the monthly anniversary date. If the Effective Date falls on the 29th, 30th, or 31st, and that date does not exist in a given month, the charge will occur on the last day of that month. Subscriptions automatically renew unless canceled in accordance with Section 3.3. (below). Client authorizes Company to charge the payment method on file automatically each billing cycle and produce receipts upon request.
2.3 Payment Failure. If subscription payment fails for any reason, Company will notify Client. Client's access to subscription services will be suspended until the outstanding balance is paid. Suspension does not relieve Client of payment obligations or reset billing cycles.
2.4 Late Payments and Collections. All past-due amounts for Project-Based Packages accrue interest at one percent (1%) per month or the maximum rate permitted by Michigan law, whichever is less. Client agrees to pay Company its costs and expenses including attorney fees for collecting any unpaid amounts.
2.5 Refund Policy. For Project-Based Packages, Client may receive a pro-rata refund of prepaid amounts for unperformed services if termination occurs before completion of scheduled sessions, less any non-refundable deposit specified in the Work Order. Unused sessions that expire are forfeited and non-refundable. Company does not offer refunds or credits for partial months of subscription services. Upon cancellation, Client retains access through the end of the current billing cycle.
3. Term and Termination
3.1 Term. For project-based services, this Agreement commences on the Effective Date and remains in effect until all obligations under the applicable Work Order(s) are fulfilled, unless terminated earlier. For Subscription Support Packages, the term is month-to-month and renews automatically unless canceled.
3.2 Termination for Convenience. Either Party may terminate this Agreement or any Work Order upon thirty (30) days' written notice.
3.3 Cancellation of Subscription Services. Client may cancel a Subscription Support Package at any time in writing. To avoid the next charge, cancellation requests must be received at least forty-eight (48) hours before the next scheduled billing date. Cancellation is effective at the end of the current billing cycle. Client will retain access until that date.
3.4 Termination by Company. Company may terminate or suspend subscription services immediately for any breach, including non-payment, or abusive, threatening, or unsafe conduct. Company may terminate project-based services for breach by Client, including non-payment, failure to maintain required insurance, or unsafe site conditions, with reasonable notice and opportunity to cure.
3.5 Effect of Termination. Upon termination, Client shall pay Company for all services performed and expenses incurred through the termination date (due within thirty (30) days). Company shall deliver all completed deliverables within ten (10) days. Prepaid amounts for unperformed services shall be refunded within thirty (30) days. Company shall provide final invoice within fifteen (15) days.
4. Relationship of the Parties
Company does not act as the Client's general contractor, construction manager, architect, engineer, site supervisor, builder or inspector of record. Company is an independent contractor providing advisory and support services and not an employee, agent, partner, or joint venturer of Client. Client has no right to control the manner or means by which Company performs its services. Client retains exclusive control of the project site, workers, construction means and methods, sequencing, safety precautions, and compliance with applicable laws, codes and permits. Company does not assume control over Client's premises or project with respect to construction means or methods, sequencing, safety precautions, code compliance, tools, equipment, contractors, subcontractors, or materials.
5. Safety Protocols
5.1 On-Site Safety. For on-site visits, Client is responsible for their worksite safety, including providing and using personal protective equipment and ensuring safe operation of all tools. Client must provide a safe environment for Company's advisor. Pets must be secured, and the work area must be free of avoidable hazards. If a Company representative determines that the worksite is unsanitary, excessively hazardous, or otherwise unsuitable, they may terminate the session immediately. Such sessions are deemed "fully rendered" and will not be refunded or rescheduled.
5.2 Virtual Consultation Safety. Live calls must be conducted from a safe stationary position. Client shall not actively operate power tools, be on a ladder, or be in an unsafe position during consultation. Company will immediately terminate any call where Client is engaged in prohibited activities or unsafe behavior.
6. Insurance, Permits, and Compliance
6.1 Client Insurance. Client shall maintain homeowner's insurance covering the project. Upon request, Client shall furnish Company proof of insurance. Company may suspend services if Client fails to maintain required insurance. Client's failure to maintain insurance does not relieve Client of payment obligations for services already performed. Client is responsible for builder's risk insurance for activities performed by Client or Client's contractors.
6.2 Permits and Code Compliance. Client is solely responsible for obtaining all required permits, scheduling inspections, and ensuring compliance with all applicable building codes, zoning regulations, and legal requirements. Company's services do not constitute certification of compliance, code review, engineering analysis, or architectural services. Client acknowledges that Company is not a licensed architect or engineer and that Client must retain appropriate licensed professionals for design and engineering services. Company's role is strictly advisory.
7. Intellectual Property
All intellectual property (including Project Guides, custom plans, designs, methodologies, advice, instructional content, and recommendations) remains the exclusive property of MyDIY Advisor LLC. Client is granted a non-exclusive, non-transferable license to use these materials solely for the Client's personal residential DIY project pursuant to valid Work Order. Client shall not sell, share, or redistribute Company's proprietary content to third parties or use Company materials for commercial purposes, including rental properties, house flips, or professional contracting operations.
8. Media Consent and Privacy Protection
Client grants Company the right to use photographs or video of Client’s project site for marketing, promotional, or educational purposes. This right is perpetual, royalty-free, and irrevocable. Company agrees that such media will focus on the project work and will not disclose Client's full name, specific street address, or personal identifiers without separate written consent.
9. Confidentiality
"Confidential Information" means all non-public, proprietary, or confidential information disclosed by Company to Client, including project plans, financial information, personal information, property details, and business strategies. Client shall hold all Confidential Information in strict confidence and will not disclose it to any third party without Company’s prior written consent. The obligations in this Section do not apply to information that: (a) is or becomes publicly available through no breach; (b) was known to Client prior to disclosure; (c) is independently developed by Client without using Confidential Information; or (d) is required to be disclosed by law or court order, provided Client gives Company reasonable notice to seek a protective order. These obligations survive termination for five (5) years.
10. Assumption of Risk
10.1 Construction-Specific Risks. Client acknowledges that construction and DIY projects involve inherent and significant risks, including structural failure, water intrusion, electrical shock, fire hazards, tool-related injuries, falls, property damage, code violations, unforeseen site conditions, hazardous materials exposure, and economic loss.
10.2 Voluntary Assumption. Client voluntarily assumes all risks inherent in construction projects and expressly agrees that Company is not responsible for project outcomes, workmanship, material performance, trade contractor conduct, or site safety.
10.4 Assumption of Ordinary Negligence. To the fullest extent permitted under Michigan law, Client assumes risks arising from the ordinary negligence of Company, but not risks arising from Company's gross negligence, willful misconduct, or intentional torts.
11. Indemnification
Client shall defend, indemnify, and hold harmless Company and its members, managers, officers, employees, agents, contractors, affiliates, insurers, successors, and assigns ("Released Parties") from any and all third-party claims, demands, causes of action, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from: Client's negligent acts or omissions; Client's breach; Construction activities performed by Client or Client's contractors, Site conditions; Acts or omissions of contractors or other third parties hired by Client; Injuries to person or property caused by Client or Client's contractors; Client's violations of laws, codes, or permit requirements; or Client's modification of Company's advice or combination of Company's advice with unverified third-party information. This obligation survives termination and applies even if a claim alleges concurrent negligence by Company.
12. Waiver of Subrogation
Client waives all rights of recovery and subrogation against the Company for damages covered by insurance maintained pursuant to this Agreement. Client shall cause its insurers to issue waivers of subrogation in favor of the Company.
13. Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations, which shall not be excused by force majeure) if such delay or failure arises from any cause or causes beyond its reasonable control, including but not limited to acts of God, acts of governmental authorities, acts of public enemy, war, riots, civil disturbances, insurrections, accidents, explosions, fires, floods, earthquakes, strikes, lockouts, or other labor disturbances, embargoes, severe weather conditions, pandemics, epidemics, public health emergencies, disease outbreaks, government-imposed quarantines or restrictions, tariffs or trade restrictions imposed by governmental authorities, and unavailability or shortage of materials, supplies, or components due to supply chain disruptions.
14. Dispute Resolution
The Parties agree to resolve disputes through good-faith negotiation before commencing any legal action. Either Party may initiate negotiations by providing written notice describing the dispute. If the dispute is not resolved within thirty (30) days, the Parties agree to good-faith mediation in Michigan before a mutually agreed mediator. Mediation costs shall be shared equally. If mediation is unsuccessful, either Party may elect to resolve disputes through binding arbitration administered in Oakland County, Michigan under the American Arbitration Association rules for construction services. The Company shall be entitled to recover its attorney's fees and costs if it prevails on the merits.
15. SHORTENED LIMITATIONS PERIOD
NOTWITHSTANDING ANY STATUTE OF LIMITATIONS, CLIENT AGREES THAT ANY CLAIM AGAINST COMPANY MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE OF THE EVENT, LOSS, INJURY, OR DAMAGE GIVING RISE TO THE CLAIM. CLIENT MUST PROVIDE COMPANY WRITTEN NOTICE OF ANY INJURY, DAMAGE, OR POTENTIAL CLAIM WITHIN SEVENTY-TWO (72) HOURS OF OCCURRENCE OR DISCOVERY.
16. WAIVER OF JURY TRIAL
THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY WORK ORDER. THIS WAIVER IS KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY MADE BY THE PARTIES. THE PARTIES EACH ACKNOWLEDGE THAT THEY HAVE READ THIS JURY TRIAL WAIVER PROVISION, UNDERSTAND ITS TERMS, HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER, AND AGREE TO ITS TERMS BY THEIR SIGNATURES BELOW.
17. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE PARTIES ACKNOWLEDGE THAT COMPANY IS ENGAGED SOLELY TO PROVIDE ADVISORY, CONSULTING, AND SUPPORT SERVICES AND IS NOT ACTING AS THE CLIENT'S CONTRACTOR OF RECORD, AND IS NOT RESPONSIBLE FOR SUPERVISING, DIRECTING, OR CONTROLLING THE MEANS, METHODS, TECHNIQUES, SEQUENCES, OR PROCEDURES OF CONSTRUCTION. ALL SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY MICHIGAN LAW:
COMPANY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, ACCURACY, COMPLETENESS, AND RESULTS.
COMPANY DOES NOT WARRANT OR GUARANTEE THAT ITS SERVICES WILL RESULT IN PROJECT SUCCESS, CODE COMPLIANCE, STRUCTURAL INTEGRITY, SAFETY OUTCOMES, COST SAVINGS, CONTRACTOR PERFORMANCE, MATERIAL PERFORMANCE, REGULATORY APPROVAL, TIMELY COMPLETION, OR ANY OTHER SPECIFIC PROJECT RESULT OR OUTCOME. COMPANY'S SOLE OBLIGATION IS TO PERFORM ADVISORY SERVICES DESCRIBED IN THE WORK ORDER WITH REASONABLE PROFESSIONAL CARE AND SKILL.
COMPANY DOES NOT PROVIDE WARRANTY OF WORKMANSHIP QUALITY, CONSTRUCTION MEANS AND METHODS, OR MATERIAL PERFORMANCE. ANY PHYSICAL OR ON‑SITE ASSISTANCE, DEMONSTRATIONS, OR SUPPORT ARE ADVISORY ONLY AND DO NOT CONSTITUTE ASSUMPTION OF CONTROL OVER THE WORK, A GUARANTEE OF PERFORMANCE, OR A WARRANTY OF CLIENT'S PROJECT EXECUTION OR THE DURABILITY, SAFETY, OR LONGEVITY OF ANY INSTALLATION. COMPANY IS NOT LIABLE FOR ANY DEFECTS, FAILURES, OR ISSUES ARISING FROM WORK PERFORMED DURING OR AFTER ON‑SITE SUPPORT, WHETHER PERFORMED BY COMPANY PERSONNEL, CLIENT, OR ANY CONTRACTOR.
CLIENT ACKNOWLEDGES THAT THE FINAL QUALITY, SAFETY, CODE COMPLIANCE, AND SUCCESS OF THE PROJECT DEPEND ON CLIENT'S EXECUTION, THE SKILL, LICENSING, AND PERFORMANCE OF CONTRACTORS RETAINED BY CLIENT, CLIENT'S ADHERENCE TO APPLICABLE LAWS, CODES, AND REGULATIONS, AND CLIENT'S SELECTION OF APPROPRIATE MATERIALS. CLIENT IS SOLELY RESPONSIBLE FOR ALL CONSTRUCTION, WORKMANSHIP, SAFETY, AND COMPLIANCE MATTERS, AND FOR VERIFYING THAT THE PROJECT SATISFIES APPLICABLE BUILDING CODES, INSPECTION REQUIREMENTS, AND OTHER LEGAL REQUIREMENTS.
COMPANY PROVIDES GUIDANCE, BUT DOES NOT GUARANTEE OR WARRANT ANY PROJECT SAVINGS, FINAL CONSTRUCTION COSTS, BUDGET ADHERENCE, OR OTHER COST‑RELATED OUTCOMES. CLIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM: (A) MODIFYING, DEVIATING FROM, OR FAILING TO FOLLOW COMPANY'S ADVICE; (B) COMBINING COMPANY'S ADVICE WITH INFORMATION OR DIRECTIONS FROM THIRD PARTIES (INCLUDING SOCIAL MEDIA, INTERNET TUTORIALS, OR UNVETTED CONTRACTORS); AND (C) ALL DECISIONS REGARDING PROJECT SCOPE, DESIGN, EXECUTION, CONTRACTOR SELECTION, PERMITTING, AND MATERIAL SELECTION.
TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR WORK ORDER (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY UNDER THE WORK ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION DOES NOT APPLY TO LIABILITY ARISING FROM COMPANY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR CLAIMS THAT CANNOT BE CONTRACTUALLY LIMITED.
CLIENT AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO THIS AGREEMENT, THAT THE FEES REFLECT THIS ALLOCATION OF RISK, AND THAT THE LIMITATION WILL APPLY EVEN IF ANY EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT AS PROHIBITED BY APPLICABLE LAW, THE REMEDIES EXPRESSLY SET FORTH HEREIN ARE CLIENT'S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS RELATING TO THE SERVICES, THIS AGREEMENT, OR ANY WORK ORDER.
18. General Provisions
18.1 Amendment and Modification. This Agreement may not be amended except in a written instrument signed by both Parties. Company may modify subscription pricing or benefits upon thirty (30) days' written notice via email. Pricing changes take effect on Client's next billing cycle.
18.2 Assignment. Client may not assign this Agreement or any rights or obligations without prior written consent. Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all its assets or business without Client's consent, provided the assignee assumes all Company's obligations. Any attempted assignment in violation shall be void.
18.3 Governing Law. This Agreement is governed by and construed under the laws of Michigan.
18.4 Jurisdiction and Venue. Parties consent to the exclusive jurisdiction of the state and federal courts located in Oakland County, Michigan, and waive any objection to venue in such courts.
18.5 Severability. If any provision is found unenforceable or invalid, it shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be made enforceable, it shall be severed. The remaining provisions continue in full force and effect.
18.6 Entire Agreement. This Agreement, together with any executed Work Orders and the Waiver and Release of Liability Agreement, constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
18.7 Waiver. No waiver of any provision shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No waiver of any breach or default constitutes waiver of any subsequent breach or default. The failure to enforce any provision shall not be construed as a waiver.
18.8 Notices. All notices shall be in writing and deemed given: (a) when delivered personally with written confirmation of receipt; (b) one (1) business day after being sent by email to the address specified in the Work Order, provided the sender receives (i) a delivery confirmation, or (ii) a read receipt or reply; or (c) three (3) business days after being sent by certified mail, return receipt requested or overnight courier, to the addresses specified in the Work Order; provided that notices of termination, breach, or indemnification claims must be sent by both email and certified mail. Notice to Company: MyDIY Advisor LLC, [insert complete mailing address], Attention: [insert title], Email: [insert email address]. Notice to Client: as specified in the Work Order. Either Party may change its notice address by written notice, effective three (3) business days after receipt.
18.9 Electronic Execution and Acknowledgment. Parties agree that this Agreement and related documents may be executed electronically and that an electronic signature has the same legal force and effect as a handwritten signature. Each Party consents to the use of electronic records and signatures and waives any rights or requirements under laws requiring original signatures or non-electronic records.
18.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission (including PDF or similar format) shall be as effective as delivery of a manually executed original counterpart.
18.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and no third party may enforce or benefit from this Agreement. The advice, plans, and technical recommendations are intended solely for the benefit and use of the Client and may not be relied upon by any third party.
18.12 Headings. Section headings are for convenience only and do not affect interpretation.
18.13 Acknowledgment and Waiver Disclosure by Client. Client acknowledges that Client has had a reasonable opportunity to read and review the terms and conditions of this Agreement including the Work Order and Waiver and Release of Liability Agreement. Client acknowledges that Client is giving up substantial legal rights, has been advised to seek independent legal counsel, and is receiving a complete copy of this Agreement and all related documents.
IN WITNESS WHEREOF, the Parties have executed and agreed to be bound by all terms and conditions of this Master Service Agreement as of the Effective Date first written above.