SERVICE AGREEMENT

This Service Agreement, hereinafter referred to as “Agreement”, is made between Empire Estimators (“Empire”), and you, as a client (hereinafter referred to as “you” or “Client”),  of our services and/or membership program, defined further below.

Participation in the Empire Club Membership Program is not required to retain our services, however membership comes with benefits described below.

Your use of our services and/or membership program is subject to each of the terms and conditions contained within this Agreement, all parts and sub-parts of which are specifically incorporated by reference.  By clicking “Purchase” or undertaking any other affirmative action manifesting your intent to utilize our services, including providing Empire with credit card or billing information to be charged for your participation, you acknowledge and agree that you are entering into a legally binding agreement with Empire.

You agree to be bound and abide by this agreement and any amendments thereto. Read this agreement carefully before manifesting your assent, especially since this agreement may affect your legal rights, such as limiting your right to bring a lawsuit. If you do not agree to these terms, please do not manifest your assent to retain our services and/or participate in the Membership Program.

Empire and Client may be referred to individually as “Party” and collectively “Parties.”

Article 1 – MEMBERSHIP PROGRAM

Empire is a professional estimating firm that writes estimates for restoration construction projects for insurance claims using Xactimate® estimating software.  As a participant in the membership program, you are entitled to receive specific benefits and pricing for estimate preparation by Empire as set forth herein.

Empire will prepare a line item estimate for any restoration project submitted.  The estimate prepared by Empire will be based upon the Client’s scope of work comprising photographs, Matterport® scans, videos, diagrams, measurements, roof reports, moisture readings, aerial imagery, and any other relevant scope of work information customarily provided to estimate the cost associated with a restoration project.

You may use the estimate prepared by Empire to bill insurance companies for your restoration services, or to sell a restoration job to your private clients subject to the terms and conditions set forth herein, or for other agreed upon purposes.

Article 2 – MEMBERSHIP BENEFITS

As an active participant in good standing, You receive the following benefits:

1. Enterprise Turnaround: All requests for “next day estimates” received before 2 p.m. Eastern Time (NYC) will be completed and returned before close of business the next business day provided all necessary documentation is received prior to 2:00 p.m. Eastern Time. All requests for “same day estimates” received before 2 p.m. Eastern Time (NYC) will be completed and returned before close of business the same business day provided all necessary documentation is received prior to 2:00 pm. Eastern Time.
2. Enterprise Pricing: Reduced service rates as defined in Article 5.
3. Dedicated Service Representatives: Client receives a dedicated estimator for all current and future projects unless the estimator is no longer employed by Empire.  Empire retains sole and complete discretion to change estimators dedicated to a Client.
4. Exclusive Initial Onboarding Process: Client and its team will receive at the outset of the Agreement a “1-on-1” virtual onboarding process with an Empire executive estimator to teach Client about Empire’s estimating services and estimating process.
5. Dedicated Client Support: Client receives ongoing support for billing and services with an Empire executive estimator.
6. Empire Points: Client has ability to earn Empire Points to redeem for future estimates in accordance with Article 5 upon initiation of a membership or renewal of a membership.
   
   

Article 3 – EMPIRE POINTS

• Empire Points can be redeemed for deposits set forth in Article 5 only. Empire Points are valued 10:1 to redeemable dollar value. For example, 500 points can be redeemed for $50 worth of estimate deposits.
• Upon membership cancellation or non-renewal, all accrued Empire Points are voided, and cannot be redeemed for cash value.
• Empire Points expire after 12 months calculated from the date the point(s) are earned.

Article 4 – MEMBERSHIP FEES

The Membership Fee may be paid either monthly, or paid in a lump sum for a one year membership.  In addition to the membership fees, you are obligated to pay the cost of estimating services provided by Empire as set forth in Article 5 below.

Membership fees are paid on an automatic recurring basis, e.g., annually or monthly. Client must cancel membership before anniversary date to avoid automatic renewal for another year.  Refund or Termination requests made after the Client’s anniversary date will not be honored until the subsequent anniversary date.

Client may cancel their membership anytime subject to the foregoing terms by either: (1) emailing: support@empireestimators.com; or (2) visiting: https://www.empireestimators.com/my-account/subscriptions, and canceling the membership themselves.

Article 5 – ESTIMATES AND ESTIMATING FEES

Empire charges a fee for their estimating services based upon the dollar value of the Client’s project, which is determined after Empire completes the estimate.  Client pays Empire a minimum fee, which is a non-refundable deposit, to start the estimating process for each project.  For any estimate, an additional deposit of up to 75% of Empire’s anticipated final bill may be required at Empire’s sole discretion prior to releasing the estimate to the Client.

a) Member Estimating Fees:

Next Day Turnaround is 1% of the estimated project amount with a $100 minimum non-refundable deposit due prior to commencing estimating services (unless grandfathered in to another rate prior to 01-17-2025).

Same Day Turnaround is 1.5% of the estimated project amount with a $150 minimum non-refundable deposit due prior to commencing estimating services

b) Non-Member Estimating Fees:

Next Day Turnaround is 2% of the estimated project amount with a $200 minimum non-refundable deposit due prior to commencing estimating services.

Same Day Turnaround is 3% of the estimated project amount with a $300 minimum non-refundable deposit due prior to commencing estimating services.

c) Supplemental Service Fees:

A supplemental service is a new estimate that is written to supplement or modify an existing estimate by adding or reducing scope, adding or omitted line items, and other activities that increase or decrease the dollar value of the estimate. For a project to qualify as a supplement, the Client must provide Empire with a completed estimate to rewrite. Empire charges a minimum fee, as provided below, plus the applicable percentage on the supplement amount. If the supplement rewrite includes more than 100 line items, then an additional line item fee will apply, which is detailed in the Service Fee Notes.

1. Member Supplement Fees:

Next Day Turnaround: $50 minimum + 1% of the supplement

Same Day Turnaround: $150 minimum + 1.5% of the supplement

2. Non-Member Supplement Fees:

Next Day Turnaround: $200 minimum + 2% of the supplement

Same Day Turnaround: $300 minimum + 3% of the supplement

3. Service Fee Notes:

If the supplement contains more than 100 line items, then each additional line above 100 lines will be charged as follows:

Non-Member Additional Line Fee

Next day: $2 per line

Same day: $3 per line

Member Additional Line Fee

Next day: $1 per line

Same day: $1.50 per line

Article 6 – BILLING TERMS

Client must keep an updated credit or debit card on file with Empire at all times.  Any unpaid invoices will be sent to collections, and Client shall be responsible for all accrued interest, collections costs, and attorney’s fees with collecting overdue sums.

Each time an estimate is sent to the Client for review, the Client will have one (1) week to review the estimate and request any revisions. If revisions are needed, Empire will make the changes and return the revised estimate at no cost.  For each updated revision, client receives another one (1) week to review to review the updated estimate.   There are no limits on number of revisions to an estimate for a particular project.

If the Client needs to keep an estimate open for additional time beyond the one (1) week time period for revisions prior to billing by Empire, the Client must communicate their request for an extension of time in writing to their assigned estimator. If the Client needs to keep an estimate open for more than thirty (30) days, a 75% payment of Empire’s anticipated estimating fee will be due thirty (30) days following Client’s receipt of Empire’s most recent estimate. The fee due is based upon the value of the estimate. Empire will hold collection of the remaining balance in abeyance up to sixty (60) days from the original estimate due date, or 30 days from the granting of any thirty (30) day extension of time.

It is the Client’s sole responsibility to sell the project to their client or the insurance carrier.  Empire will provide no additional support to assist Client to sell the estimate except to answer Client’s questions.  Empire will not be involved in the sale of the estimate to the client or insurance company.

d) Reduction of Service Fees

1. Sale of Project for Less than Estimated Amount

If the Client sells an estimated project for less than the amount of Empire’s calculated estimate, it is the Client’s responsibility to notify Empire within 1-week of selling the project. Upon timely notice, Empire will revise its bill to reduce the invoice amount proportionately to the Client’s final agreement with their client or insurance carrier.  For example if Empire prepares an estimate for $50,000 and charges the Client $500, and the Client sells the estimated job for $45,000, Empire will reduce its estimating service price to $450, and refund the difference to the credit or debit card used by the Client to purchase the estimate. Empire will issue a refund for any overpayments made by Client. If the Client does not timely notify Empire of a reduction of the estimated project price, Empire will charge the Client’s credit card on file for any outstanding balance due based upon the estimate price provided.

If Client fails to notify Empire within 1-week after delivery of estimate to Client for review, it is understood and agreed to by the Client and Empire that the estimate is approved as written, and Empire will invoice Client based upon the estimated value of the most recent estimate sent to Client.

2. Failure to Sell Estimate

If Client uses an estimate prepared by Empire to bid on a project that Client fails to sell to their prospective client or insurance carrier, Empire will reduce its estimating fee by fifty (50) percent. 

Article 7 – MUTUAL REPRESENTATIONS AND WARRANTIES.

Each Party represents and warrants to the other Party that:

1. it is a duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
2. it has, and throughout the Agreement Term and any additional periods during which it does or is required to perform the Services will retain, the full right, power and authority to enter into this Agreement and perform its obligations hereunder;
3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and
4. when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

Article 8 – EMPIRE WARRANTY.  

Empire represents and warrants that: (a) the services will be performed in a professional and workmanlike manner; (b) none of the services or any part of this Agreement is or will be inconsistent with any obligation Empire may have to others; and (c) Empire will not disclose to Client or use for its benefit any trade secret or proprietary or confidential information of any third party.

Article 9 – EXCLUSION/DISCLAIMER.  

Empire is not responsible for any decisions by the Client before, during, or after a loss event, including the Client’s assembly and preparation of scope of work materials which may comprise photographs, Matterport® scans, videos, diagrams, measurements, roof reports, moisture readings, aerial imagery, and any other relevant scope of work information customarily provided to estimate the cost associated with a restoration project.  Empire shall rely upon scope of work information presented by Client on an “As Is” basis.  Empire has no obligation to confirm or question the scope of work information submitted by Client.  Empire is not an insurance broker, agent, or claim adjuster, and Client is solely responsible for communicating with insurance carriers and their adjusters, and property owners.

Article 10 – INDEMNIFICATION.

Client shall, to the extent permissible under law, indemnify Empire from and against all actions, claims and demands brought against the Empire by any third party relating to the performance of the Services pursuant to this Agreement based upon erroneous, false or incorrect information provided by the Client.

 Article 11 – DISPUTES.

1. In the event of any disputes between the parties arising from this Agreement the parties shall first engage in discussions (Discussions) aimed to amicably resolve the dispute for no less than thirty (30) days.  Should the parties’ Discussions fail, the parties shall retain the services of an accredited mediator located within the jurisdiction set forth in sub-paragraph (c) for a one-day session to assist with further Discussions to resolve the dispute before commencing litigation before any court of law or equity.
2. Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to the laws of any other jurisdiction.
3. Jurisdiction. The parties hereby agree that the state and federal courts which serve New York County, State of New York shall have exclusive jurisdiction over any litigation commenced and prosecuted in connection with this Agreement.
4. Attorneys’ Fees.  Should any litigation be commenced between the Parties hereto or their representatives concerning any provision of this Agreement or the rights and duties of any person or entity in relation thereto, the Party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to an award of all actual attorneys’ and experts’ fees and costs incurred in such litigation, without regard to any schedule or rule of court purporting to restrict such an award, including, without limitation, actual attorneys’ and experts’ fees, costs and expenses incurred in connection with (i) enforcing, perfecting and executing such judgment, (ii) post-judgment motions and/or appeals; (iii) contempt proceedings; (iv) garnishment, levee, and debtor and third-Party examinations; and (v) collateral bankruptcy litigation.

Article 12 – NOTICES.  

Unless otherwise specified in this Agreement, all notices or other communications must be in English and are deemed to have been fully given when made in writing and delivered by any one of the following methods:  personally; by overnight courier service from which proof of delivery can be obtained, via next business day delivery, delivery charges prepaid; or by registered or certified mail, return-receipt requested, and addressed as follows: to Empire Estimators, LLC, 450 Park Ave South, 3rd Floor, New York, NY 10016 with a copy emailed to manager@empireestimators.com, and to Client at either the physical address or email address associated with the Customer’s Account. Notices shall be deemed received (a) if personally delivered or via overnight courier, upon date of delivery to the address of the person to receive such notice if delivered before 5:00 p.m., or otherwise on the business day following delivery to the Party to whom the notice is addressed; (b) if mailed, two (2) business days after deposit in the U.S. mail. Customer is solely responsible for the accuracy and completeness of Customer’s physical address and email address and must immediately update such addresses on the Site upon any change. Customer acknowledges and agrees that all electrical notices have the full force and effect of paper notices.  

Article 13 – MISCELLANEOUS

1. Remedies; Waivers.  All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or then be available at law, in equity, by statute, or in any other agreement between the Parties.  No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.  Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
2. Assignment.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assignees.  Neither Party may assign its rights or obligations under this Agreement without the other Party’s prior written consent, except that Empire shall not be required to obtain Client’s written consent to employ additional companies, contractors, or employees so long as Empire remains responsible for the work product of such independent contractors and employees, and said employees and contractors are subject to written agreements which include provision which are commensurate to Paragraph 7(c) of this Agreement regarding Client’s confidential and trade secret information.
3. No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.
4. Interpretation.

1. 1. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.  The exhibits, schedules, attachments and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
   2. Integration.  Every provision of this Agreement is intended to be several.  If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement.  It is agreed that (a) all understandings and agreements heretofore had between the parties respecting this transaction are merged in this Agreement, (b) this Agreement alone, fully and completely, expresses their agreement and (c) there are no agreements except as specifically set forth in this Agreement regarding the subject matter of this Agreement.
   3. Severability.  If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
   4. Captions and Headings.  Captions and organization are for convenience only and shall not be used in construing the meaning of this Agreement.

5. Counterparts; Facsimile or Electronic Transmission Signatures.  This Agreement and any Work Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Facsimile signatures or an electronic copy bearing signatures shall be deemed original documents and shall be binding upon receipt.

6. Binding Effect.  Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the legal representatives, successors, and assigns of the respective parties hereto.

7. Force Majeure.  In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances outside such Party’s commercially reasonable control (a “Force Majeure Event”), including acts of God, flood, pandemic, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, government orders, embargoes or blockades in effect on or after the Agreement Effective Date, national or regional emergency, passage of Law or any action taken by a governmental or public authority, including imposing public closures or curfews, an embargo, export or import restriction, quota or other restriction or prohibition, any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.  For purposes of clarity, either Party’s failure to compensate its respective personnel and/or its third-party vendors shall not constitute a Force Majeure Event.