Terms of Service Agreement

1. Introduction & Summary:

This Vitas Homes Services, Inc. Terms of Service Agreement (“Agreement”) governs all access to and use of all services and related sites and applications including energy rate shopping (“Vitas Energy Savings”) and renewable energy products (“Vitas Carbon Offsets”) (collectively referred to herein as “Services”). By using this website and Services from Vitas Homes Services, Inc. (“the Company”, “Vitas,” “we,” “our” or “us”), you agree to the terms in this Agreement. Activities and relationships between the Parties are described below.

2. Authorization For Service:

You are requesting that Vitas provide the Services described above or may be released as new products and services by Vitas in the future (when released, these shall also be considered “Services” for purposes of this Agreement). Services are described in Exhibits at the end of this Agreement and are intended to a part of this Agreement. Services released in the future will be added to this Agreement as new Exhibits. Vitas may send notices to customers regarding addition of such Services and you are responsible for review the Agreement and new Exhibits if you are purchasing new Services from Vitas.

3. Representations and Warranties:

By providing personal and billing information and executing the Limited Letter of Authority in favor of Vitas so that we can provide Services, you represent and warrant the following:

4. Pricing & Billing Terms:

You agree to pay Vitas for the Services you have chosen to purchase as detailed on your order form which may be a paper form, digital application or other electronic medium made available to you by Vitas.

5. Term of Agreement.

Vitas will begin providing Services upon receipt of payment required by Vitas to represent you and obtain services on your behalf, as indicated by your acceptance or confirmation of engagement with Vitas. The initial term of our Agreement will be for a period of one year from the purchase of a Service that is fulfilled by Vitas. The initial Term will automatically renew for successive one-year renewal terms until this Agreement is terminated by either party on no less than 30 days’ prior notice.

6. Savings Disclaimer.

Vitas does not guarantee savings based on its recommendations. Vitas will provide an estimate of savings to you, but you understand that this is an estimate only of potential savings based on the limited information available to Vitas. Future market conditions, actual customer usage, changes in utility provider plans, commodity pricing changes and other events may affect your electric and/or gas bills in the future.

7. Indemnification.

You agree to defend, indemnify and hold harmless Vitas, its officers, directors, employees and agents from and against all claims, liabilities, damages, losses or expenses, including settlement amounts and reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Website and Services. You agree to seek and obtain written permission from Vitas before agreeing to settle any claim.

8. Limitation of Liability.

9. Relationship of the Parties.

Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or a partnership or joint venture relationship. Vitas is not a utility company or a retail energy provider. Vitas assumes no responsibility for the service obligations of any provider of services to you under any contract entered into by you (either directly or indirectly through Vitas) and such provider.

10. Force Majeure.

Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including acts of the public enemy, civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism or threats of terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the Party unable to perform for so long as such event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence.

11. Governing Law & Venue.

This Agreement will be governed by and interpreted in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law. The Parties agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Austin, Texas. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY AS TO ANY CLAIM ARISING OUT OF THE RELATIONSHIP OF THE PARTIES OR THE TERMS OF THIS AGREEMENT.

12. Assignment; No Third-Party Beneficiaries.

You may not assign this Agreement, either in whole or part, without the express written consent of Vitas. Any assignment without such consent shall be null and void. Vitas may assign this Agreement, in whole or part, in its sole and absolute discretion. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors, assigns and legal representatives of the Parties. There are no third-party beneficiaries to this Agreement.

13. Severability.

If any provision or portion of this Agreement is rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions or portions shall remain in full force and effect. The part of this Agreement that is found invalid or unenforceable will be amended, changed or interpreted to achieve as nearly as possible the same objectives and economic effect as the original provision, or replaced to the extent possible, with a legal, enforceable and valid provision that is similar in tenor to the stricken provision, within the limits of applicable law.

14. Survival.

Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement shall so survive.

15. Notices.

All notices or other communications permitted or required under this Agreement shall
be in writing and shall be deemed effective when received and made in writing by either (i) hand
delivery, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) courier delivery or (v)
electronic mail (email) addressed to the Party to be notified at the following address or to such other
address as such Party shall specify by like notice hereunder:

To You: To the address provided during enrollment and/or the address on your utility bill.

Attention: To the name provided by you during enrollment and/or the name on your utility bill.

To:         Vitas Home Services, Inc.
              1700 S Lamar Blvd., Suite 338
               Austin, TX,  78704
               Attention: Customer Care

Either Party may update its notice address by notice to the other party.

16. Waiver.

No waiver of any term or right in this Agreement shall be effective unless in writing and signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

17. Entire Agreement.

These Terms of Service, along with any Letter of Authority in favor of Vitas, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or the other Party’s employees, agents, representatives or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.

18. Modification.

Vitas reserves the right to change, modify or amend this Terms of Service Agreement (including any applicable fees and service charges) with 30 days’ prior notice distributed to the customer via the customer’s virtual office, email or regular mail and by posting the updated terms at justVitas.com (referred to as, the “Vitas site”).

19. Vitas Website.

Use of the Vitas Website. The Vitas website and member portal website (the “Sites”) are the intellectual property of Vitas. You may use the Sites only in connection with enrolling and managing your account with Vitas. Any other use of the Sites, and any reproduction, redistribution, or reverse engineering of the Sites, as well as any use of the Sites to gain unauthorized access to any accounts, computer systems, sites, or networks, or to obtain or attempt to obtain any information other than such information as the Sites are intended to provide to you, is unauthorized and expressly prohibited.
As-Is. The Sites are provided to you on an “as is” and “as available” basis, without representation or warranty of any kind, whether express, implied, statutory or otherwise. Neither Vitas nor its third-party providers make any warranty that the Sites are error-free, current, complete, will meet your requirements, will be available continuously or at any particular time or is compatible with any particular device, site or platform. Your use of the Sites and any material obtained through the use of the Sites are at your own discretion and risk and you are solely responsible for any damage to any computer system, Sites or device or any loss of data that results from such use. To the maximum extent permitted by law, Vitas and its third-party providers expressly disclaim all warranties and conditions of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. No information (oral or written) obtained by you from Vitas or through the Sites shall create any warranty not expressly stated in this Agreement.

20. Privacy Policy.

You agree to be bound by the privacy policy published on the Sites.

Any concerns or questions about these Terms of Service, including billing and access to the Website may be addressed to:

Vitas Home Service, Inc.
1700 S Lamar Blvd., Suite 338
Austin, TX  78704

Exhibit A

Vitas Energy Savings Product Description

The following describes the service provided by Vitas: Vitas Energy Savings

Vitas will use its best efforts find for you the best rates available in your utility market. You agree to allow us to contact your local utility company and competitive retail providers on your behalf and make changes to your account from time to time, pursuant to the recommendations indicated for the most competitive rate for your account(s). You understand and agree that we will bill you as provided herein.

You authorize Vitas to act as your agent on an ongoing basis to provide you with access to the best rates available for the Services in the future for as long as you are paying monthly, quarterly, or annual subscription fees. Fees for Vitas Energy Savings are available in documents, materials and on the Vitas website. You may request a copy by notifying Vitas of your desire to receive pricing information from

You agree to engage Vitas Energy Savings in the following manner and Vitas will provide the following services:

Exhibit B

Vitas Carbon Offsets Product Description

The following describes to service provided by Vitas: Vitas Carbon Offsets

Vitas gives you the opportunity to reduce your carbon footprint by offering renewable energy products (also included as “Services”). By purchasing renewable energy products from Vitas, you are participating in the process of supporting sustainable energy projects as supported by Vitas and its providers. Such support allows these projects to create, sustain and expand projects that create energy through renewable sources that do not produce greenhouse gases (GHG).

Vitas renewable products include the following:

Payment will be due monthly, quarterly, or annually depending on the Service selected. Vitas will send you certificates of authentication for the purchase of such Services. Vitas makes no representations or claims regarding such Services except as described on the website or Vitas’ literature including the certificate of authentication. Fees for Vitas Energy Savings are available in documents, materials, and on the Vitas website and may be requested by notifying Vitas of your desire to receive pricing information from

Carbon Offset values are derived from the following publicly available information.

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