Limited Warranty; Indemnification; and Insurance.

(a) Subject to the terms and conditions of this Agreement, ProClosets warrants to Member only that the ProClosets Products sold to Member hereunder shall be free of defects in material and workmanship for as long as the customer for whom Member installed the Product lives in his or her home. PROCLOSETS’ SOLE LIABILITY AND MEMBER’S EXCLUSIVE REMEDY FOR BREACH OF THIS LIMITED WARRANTY SHALL BE, AT PROCLOSETS’ SOLE OPTION, CREDIT OR REPLACEMENT OF THE NONCONFORMING PROCLOSETS PRODUCT. THIS LIMITED WARRANTY SHALL BE NULL AND VOID AND SHALL NOT APPLY TO ANY PROCLOSETS PRODUCT THAT IS DAMAGED AS A RESULT OF FAILURE TO FOLLOW PROCLOSETS’ INSTALLATION INSTRUCTIONS, IMPROPER INSTALLATION, MISUSE, ABUSE, NEGLECT, ACCIDENTS AND ACTS OF GOD. PROCLOSETS WILL ALSO PROVIDE A CREDIT FOR OR, AT PROCLOSETS’ OPTION, REPLACE ANY PROCLOSET PRODUCT THAT IS DAMAGED DURING SHIPMENT TO MEMBER, PROVIDED THAT PROCLOSETS RECEIVES NOTICE OF SUCH DAMAGE WITHIN 30 DAYS OF MEMBER’S RECEIPT OF THE SHIPMENT.

(b) THE LIMITED WARRANTY SET FORTH IN SECTION 10(a) IS IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, AND PROCLOSETS DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT ALLOWED BY LAW, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE AND/OR PARTICULAR PURPOSE. PROCLOSETS SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY LOST REVENUES OR PROFITS OF MEMBER OR ITS CUSTOMERS, EMPLOYEES, AGENTS, OR SALES REPRESENTATIVES, RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH, ANY SALE, MANUFACTURE, DISTRIBUTION OR ANY USE OF ANY PROCLOSETS PRODUCT WHETHER OR NOT PROCLOSETS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ANY CLAIMS UNDER THE LIMITED WARRANTY SHALL BE FROM MEMBER AND NOT MEMBER’S CUSTOMER. MEMBER MAY NOT TRANSFER THIS WARRANTY TO MEMBER’S CUSTOMER OR TO ANY OTHER PERSON OR ENTITY, AND MEMBER IS NOT AUTHORIZED TO INCUR, ASSUME OR CREATE IN WRITING OR OTHERWISE ANY WARRANTY TO CUSTOMER ON THE PART OF PROCLOSETS.

(c) Member shall indemnify and hold ProClosets harmless from and against any and all damages including, but not limited to, all losses, damages, costs, charges, claims, liabilities, actions, penalties, judgments, settlements, and attorneys fees arising from or relating to: (i) Member’s negligent or intentional act or omission, including but not limited to any bodily injury or property damage arising, caused or resulting from the Member’s installation, maintenance, repair or misuse of any ProClosets Product; (ii) Member’s failure to comply with installation instructions of ProClosets, including any instructions posted by ProClosets on its website; (iii) Member’s breach of any contract, oral or written, between Member and Member’s customers; (iv) Member’s independent warranties to its customers, misleading statements, misrepresentations or unfair or deceptive acts or practices concerning or related in any way to ProClosets Products whether through advertisements or otherwise; and (v) any breach by Member of this Agreement.

(d) During the term of this Agreement, Member shall maintain $1,000,000.00 combined single limit general liability insurance, with a deductible of no greater than $20,000. On commencement of this Agreement, Member shall furnish to ProClosets a certificate of insurance evidencing such coverage and naming ProClosets as an additional insured (the “Certificate of Insurance”), and shall include a provision whereby fifteen (15) days notice must be received by ProClosets prior to coverage cancellation by either the Member or insurer.