Property Handling and Authorization

Client warrants and represents that it is the owner of or has authority to manage and to direct the handling of any property and contents covered under this Agreement. Client further warrants that, to the extent any private property is being transferred to WellRive for sale, auction, donation, or disposal as described in this Agreement, Client has title to, and is authorized to transfer, such private property to WellRive.  Client may also designate a primary contact with respect to this Agreement and to function as their authorized representative with respect to this Agreement and the Services. Client further agrees to cooperate with WellRive in its performance of the Services to indemnify WellRive for any claims or litigation resulting from a breach of this warranty.

Auction and Donation Services

Where the Client seeks to have private property sold at auction or otherwise disposed of through donation, WellRive can arrange to have an auction partner work with client directly regarding private property client is interested in auctioning. A third-party provider (“Auctioneer”) conducts auction sale. The terms and conditions of the auction sales, if selected by Client, will be determined by a separate auction services form agreement between the Auctioneer and client. WellRive will undertake reasonable efforts to donate items that it or the Auctioneer deems are not suitable for auction, and a donation receipt will be provided upon request. The client is responsible for itemizing donation slips. However, the Company reserves the right to dispose of any items it, or a third party assisting with auctions, determines are not appropriate for auction, and does not make any warranties, guarantees, or representations with respect to the condition of such items, or sale value at auction. Similarly, when managing the donation of property, WellRive reserves the right to dispose of any items it, or a third party assisting with donations, determines are not appropriate for donation.

Confidentiality

WellRive understands the sensitivity to Client information that is learned and/or received while assisting the Client and will take reasonable steps to keep that information confidential and will not share that information with third parties unless otherwise necessary and related to its provision of services under this Agreement.

Regulated Services - Household Goods Transportation

Any mover’s charges will be contracted between Client and Client’s preferred moving company and will be billed separately and directly to Client by movers. WellRive can arrange the moving company on the client’s behalf by using a preferred moving partner or a WellRive move team. If using a WellRive preferred moving partner, WellRive can include any mover’s charges in the final WellRive invoice. If the client arranges the moving company outside of WellRive, the arrangement for payment must be made prior to move and is due on move day. WellRive is not responsible for payment to movers outside of WellRive’s preferred moving partners. Movers provide standard insurance coverage of 0.60/lb. Additional insurance can be purchased through the mover. Storage Services. Clients may also request that WellRive store their property at a facility owned or operated by the Company or one of its affiliates. All storage services will be subject to the terms and conditions of a separate Storage Agreement.

Third Parties

When necessary, WellRive may use third party vendors. WellRive reserves the right to refuse to remove any items that are dangerous or constitute a hazardous material, or to utilize third parties to handle/store especially fragile or valuable items. WellRive is an independent contractor. WellRive is not a real estate broker, attorney, or law firm, and nothing should be construed as providing legal advice, or representing the interest of another in court or any other judicial proceeding. Third party charges billed through WellRive are subject to a surcharge of up to 25%. Third party services not billed through WellRive must be paid directly to the vendor.

Termination and Cancellation

Client may terminate this Agreement prior to seventy-two (72) hours of the project start date for any reason, upon written notification to WellRive. If Client cancels project within seventy-two (72) hours of the project start date a cancellation fee of $250.00 may be charged and due to WellRive. The cancellation fee may vary if third-party vendors were secured and charged a cancellation fee to WellRive.  WellRive may terminate its Services, effective upon written notice to the Client, if: WellRive is not provided access to the property or WellRive determines conditions are not safe; Client engages in abusive or inappropriate behavior toward WellRive employees; Client becomes insolvent, involved in a bankruptcy/insolvency action, or otherwise becomes unable to pay its debts generally as they become due; Client is no longer authorized to manage property covered under this Agreement, including appointment of a receivership or trustee; Client fails to agree to a Change Order as required by WellRive pursuant to this Agreement; or Client fails to pay any amount when due hereunder and such failure continues for 14 days after Client’s receipt of written notice of nonpayment.  The client will remain responsible for paying WellRive for all the time and costs incurred in performing the Services through the date of termination, or those that are otherwise owed, plus all reasonable costs incurred by WellRive because of the termination. The Initial Deposit will be credited toward this amount. WellRive will not be liable or responsible to Client, nor will it be deemed to have violated 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 or results from acts or circumstances beyond the reasonable control of WellRive including, without limitation, acts of God, flood, fire, earthquake, explosion, inclement weather, governmental actions, terrorist threats or acts, civil unrest, national emergency, epidemic, restraints or delays affecting carriers or supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outages.

Fees and Late Payments

Payments for services can be handled by ACH, Debit Card, Credit Card, and Checks. Payments made using a credit card will also have a 3% fee added. Late payments will bear interest at the rate of 2% per month, calculated daily and compounded monthly, but in no event will it exceed the legally allowed rate of interest. The client is also required to reimburse WellRive for all reasonable costs incurred in collecting any late payments, including, without limitation, reasonable attorneys' fees, unless otherwise limited by applicable law.

General

This Agreement, including and together with any related attachments constitutes the sole and entire agreement of the Parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Unless otherwise provided in this Agreement, all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party set out on the first page of this Agreement.  If any term or provision of this Agreement is found by a court of competent jurisdiction to be 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. No amendment to, waiver of, or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. 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 of the same. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever. Client may not assign, transfer, delegate or subcontract any rights or delegate obligations under this Agreement without the prior written consent of WellRive, which shall not be unreasonably withheld. Client understands that WellRive may utilize additional third parties to assist with Services upon providing notice of such services.

Liabilities and Claims

Please rest assured that WellRive will make every effort to ensure the Client will have a worry-free experience. However, accidents can, from time to time, happen. Should WellRive damage any of Client’s property while packing, transporting, storing, or unpacking your items, WellRive will have the option of (i) repairing or finding a suitable replacement for the item; or (ii) reimbursing Client for damages up to a basic coverage amount and subject to the following Coverage terms.  WellRive is not responsible for jewelry, furs, money, card collections, certificates of value, bills, bullion, coins currency, deeds. Securities, precious jewelry, watches, or personal documents or prescription drugs, so those items must be packed prior to our arrival and removed by you. Any items that are considered of high value must have a value of over $2000 and for sets or collections a combined value of $500 or more. In all cases these items must be identified by the Client in writing, and subject to inspection prior to WellRive providing any services so appropriate care can be taken by WellRive. If damage occurs to items packed by a third party, by the Client, or while boxes or property are in the possession or care of a third party, the liability for any damage will shift to that party. WellRive does not bear any responsibility for pre-existing damage and does not accept responsibility for any damage to particle board furniture occurring during the move. WellRive will provide reasonable efforts to reconnect components but will not guarantee the connections.

Unless otherwise provided by this Agreement or applicable laws, all claims arising under, or relating to this Agreement, must be submitted to WellRive in writing within 10 days of the completion of Services, by email to clientresolution@WellRive.com, or by overnight mail to Client Resolutions Department, WellRive, 301 International Parkway Suite 410 Flower Mound, TX 75022, and all payments must be up to date before a claim can be paid.  WellRive will review all claims relating to service issues and commit to making a good faith effort to resolve outstanding issues fairly and efficiently. Appropriate documentation is required for proof of an items value such as certified appraisals, original receipts, or the like. If, however, Client feels that their claim is not properly addressed through WellRive’s internal claims process, Client may seek to have their concerns addressed through arbitration. Any claims submitted to arbitration will be handled in accordance with, but not administered by, the Arbitration Rules of the American Arbitration Association, and decisions by the arbitrator will be final and binding.  Please feel free to contact WellRive if you need additional information about seeking arbitration.

This Agreement is governed by, and construed in accordance with, the laws of the state of Texas, without giving effect to its conflict of law’s provisions. Where a claim is not subject to the dispute resolution terms above, each Party unconditionally agrees that it will not commence any action, litigation or proceeding of any kind against the other Party in any way arising from or relating to this Agreement in any forum other than the courts of the state of Texas or a federal court whose jurisdiction includes Flower Mound, TX. Each Party irrevocably and unconditionally submits to the exclusive authority of such courts.