Revised September 12, 2012

Transcription

1 LYNX SERVICES PARTICIPANT AGREEMENT (CONTRACT) Revised September 12, 2012 This LYNX Services Participant Agreement (hereinafter "Agreement") is made by and between LYNX Services, L.L.C., a Kansas limited liability company (hereinafter "LYNX Services"), having its principal place of business at 6351 Bayshore Rd, Suite 18, Fort Myers, Florida 33917, and the entity, on behalf of itself and all entities under common control with such entity, identified by the User Account or Accounts that accessed and electronically accepted these Agreement terms and conditions through the METRYX Industry Services Registry hosted by LYNX Services (hereinafter "METRYX"). WHEREAS, LYNX Services contracts or arranges with insurance or fleet companies (hereinafter "Companies" and each a "Company") through a network of auto glass service providers contracted with LYNX Services ( Participants, and each a Participant ) to perform various functions related to performance of auto glass repair and replacement work (hereinafter "Work"); and WHEREAS, LYNX Services is an organization through which a participating automotive replacement glass (hereinafter "ARG") entity may receive Work from Companies, or the Companies insureds, customers and/or agents (hereinafter "Customer(s)") to replace or repair ARG glass in motor vehicles, and through which the ARG entity may then invoice the appropriate Company for payment arising from such installation or repair Work (the process for each Company(s) hereinafter a Platform or "Platforms"); and WHEREAS, the Participant under this Agreement is an ARG entity who desires to receive the services offered by LYNX Services, who presently meets the minimum criteria necessary for participation and who will conform to all the terms and provisions of this Agreement on a continuing basis in order to remain eligible to receive ARG Work as provided for herein; and WHEREAS, LYNX Services is a wholly owned subsidiary of Pittsburgh Glass Works, LLC (hereinafter "PGW" and together with LYNX Services, the "PGW Entities"), a manufacturer and distributor of ARG products with distribution centers located throughout the United States, and WHEREAS, the combination of Participants, Participant Contracts and related Requirements, Platforms and related Business Rules and the aggregate Value Proposition constitute a LYNX Program or Programs for purposes of this and any related Agreements; NOW THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, LYNX Services and Participant, intending to be legally bound, hereby agree as follows: I. WORK ASSIGNMENT AND WORK PERFORMANCE 1. Work assignments will be dispatched to the Participant by LYNX Services in accordance with Section VI. Participants will assure receipt of a LYNX Services assignment prior to commencement of any Work required by any Customer. Except for Participant s right to decline Work under Section III.3, Participant will accept all Work assignments for all zip codes included in Participant s METRYX profile at the time of dispatch. Failure to accept Work in Participant s profiled zip code service area may result in automatic deletion of the zip code from Participant s service area. 2. Participant acknowledges that all Work will be completed in a professional and workmanlike manner that will ensure total Customer satisfaction, and which is also in full conformance to the terms and provisions of this Agreement. 1

2 3. All auto glass replacement Work (hereinafter "Replacement(s)") will be performed by technicians employed by Participant and in conformance to the Automotive Glass Replacement Safety Standard (AGRSS) that is current at the time of the Work, (ANSI/AGRSS , as amended from time to time) and currently posted at Each Technician utilized to apply adhesives must only utilize such adhesives as the Technician has been properly trained to apply, and only such adhesives as are indicated on Participant s METRYX Technician training pages as adhesives that such technician is trained to apply. Each Technician must also be skilled in Replacements with at least one year of auto glass installation experience, or maintain certification as an auto glass technician through the Auto Glass Safety Council (hereinafter "AGSC") or other ARG industry recognized certification as may be recognized by LYNX for this purpose. 4. Following the AGRSS Standard, Participant will properly record and maintain such documentation as stipulated by the AGRSS Standard for all Replacement Work, and shall advise the vehicle owner / operator of the minimum safe drive-away time under the circumstances of their ARG Replacement. 5. For the avoidance of doubt, Work includes the repair of Laminated Auto Glass (hereinafter "Repair(s)"). The assignment of such Repairs will be made in accordance with the arrangement for such services made between LYNX Services and the Company. 6. Participant will comply with all laws, license requirements, published work standards, and regulations of government and public authorities applicable to Participant and its business, including, but not limited to, the safety and welfare of the vehicle owner.and passengers. Participant will not, under any circumstances, perform, or submit invoices for, any Work that may be fraudulent or in violation of any local, state or federal laws, rules or regulations. 7. Participant will not give, offer or advertise any gifts, gratuities or other incentives, including deductible discounts or waivers, to Customers. II. WARRANTY AND GUARANTY OF PERFORMANCE 1. Participant shall use only new and unused glass products on all Work performed, unless used glass is requested and approved by the Customer. 2. REPLACEMENT: Participant warrants and guarantees to LYNX Services and Customers that all Replacements will be free from defects in material and workmanship for one year from the date Work is performed. Replacement of fixed glass parts is warranted against air or water leakage for as long as the vehicle owner Customer owns the motor vehicle. All mechanical operating parts within movable glass installations are warranted for 30 days from the date Work is performed against mechanical failure. All of the foregoing warranty provisions expire with change of ownership of the Customer vehicle. Glass breakage that is not the result of the Replacement is not warranted. 2a. REPAIRS: Participant warrants and guarantees to LYNX Services and Customers that all Repairs will prevent the original glass damage from spreading, and will meet the Customer's satisfaction in finished appearance. This warranty provision will expire with change of ownership of the Customer vehicle. 3. Participant warrants and guarantees to promptly, courteously, and at the Participant's sole cost and expense, to resolve all Customer complaints within a 24-hour period of receipt, or any longer period that is acceptable to the Customer, and to perform all warranty work required for any Work it originally completed. Participant shall make the LYNX Services telephone number (239) and address warranty@lynxservices.com available at all times to the Customer for additional assistance. 2

3 4. If a Participant fails to provide warranty resolution Work, and/or to perform such warranty Work to the satisfaction of a Customer for whom it had originally completed the Work, and/or Customer requests another Participant, then LYNX Services may assign the performance of such warranty Work to a third party service provider that can complete such Work in a timely fashion. The service provider to which the warranty Work is assigned shall be paid by LYNX Services for the Work performed. LYNX Services shall then have an absolute right to recover the amount paid to the third party from the Participant that originally performed the Work, plus any reasonable attorney fees and costs. LYNX Services will assess a nominal warranty service fee, and deduct all Warranty costs from subsequent Participant payments. 4.a. LYNX Services may assess a Warranty Administration Fee for the resolution of warranty claims based on the activity required to achieve customer satisfaction. The Warranty Administration Fee will be added to the LYNX Services warranty resolution invoice(s) and will be deducted from future payments due the participant.a Warranty Administration Fee will NOT be assessed if the original participant service provider resolves the reported issue to the customer s satisfaction.. The appropriate Warranty Administration Fee will be assessed if resolution requires LYNX Services coordination with vendors beyond the original Participant. Warranty Administration Fees, if any, will be assessed according to the following fee schedule: $35.00 Resolution requires a single additional vendor. $55.00 Resolution requires multiple additional vendors. $80.00 Resolution requires licensed, professional, or legal inspection. 5. Participant warrants and guarantees that all installation methods and practices shall be safe and in full compliance with AGRSS (Automotive Glass Replacement Safety Standard) and the recommended procedures of the relevant adhesive, glass, repair kit and motor vehicle manufacturers. In the event of any inconsistency or conflict in recommendations among such standards or manufacturers, Participant shall use the procedure recommended by the manufacturer of the product involved, and if none, the motor vehicle manufacturer. 6. Participant warrants and guarantees that it shall perform Repairs in accordance with the ROLAGS (Repair of Laminated Automobile Glass Standard) that is current at the time of Work (ANSI/NGA R ), as amended from time to time and currently posted at Participant will notify LYNX Services of a failed or aborted repair prior to beginning any related replacement processes, and provide the reason for the failed or aborted repair. LYNX Services will then coordinate communication of such decision to Customer and will handle the matter as appropriate with the Customer. 7. Participant shall provide each Customer a written warranty. The terms of Participant written warranty to Customers must contain, at a minimum, the warranty language set forth on Exhibit A and shall not limit or restrict Customers' warranty protection beyond such limitations permitted by this Agreement. 8. The obligations set forth in Sections II.1-II.7 shall run directly to and for the benefit of LYNX Services and Customers, and may be enforced against Participant by LYNX Services in any manner provided by law or this Agreement. 3

4 III. PRICING, INVOICING AND FEES 1. Upon completion of the Work and subject to Section III.9, Participant will submit its invoices, along with other required documentation, in a timely manner to LYNX Services billing center, which will pay approved invoices following receipt of funds from the paying Company or Customer. Required documentation may include but not be limited to Customer signature on Participant s Work Order, documentation of part purchasing, and digital photographs of glass damage, VIN, vehicle and odometer. Participant agrees, except as provided in Section III.9, to not submit invoices for Work directly to the Customer or to the Companies. All invoices and required supporting documents must be submitted to LYNX Services within 30 days from the date of the Work dispatch. Participant must also submit $0.00 invoices to LYNX during such 30 day period where the total charge for the Work completed is less than the applicable deductible. Unless Customer cancels a dispatch during such 30 day period or Participant advises LYNX Services of a Work completion delay during such 30 day period, (i) Participant may be assessed a $15.00 open dispatch charge and (ii) Customer, Company and LYNX Services shall not be obligated to pay invoices that are received by LYNX Services after the 30 day period. If Participant fails to submit invoices within the prescribed time, Participant forfeits any amount due to it. Participant agrees that it will not seek payment from the Customer for any amount forfeited under this provision. 2. The pricing (hereinafter "Applicable Pricing") that applies to Work performed at or by each of Participant s Service Centers (defined below) shall be determined by the lesser of (i) the Platform pricing in effect for the applicable Company (such pricing "Company Pricing") as in effect for the zip code in which the Work is performed as requested by Customer, or (ii) the pricing assigned to the Service Center as specified in Participant s METRYX profile. Participant agrees that it will bill based on the Service Center to which Work is dispatched, and will not attempt to influence Customers to have Work completed by a different Service Center for purposes of increasing the billable amount. When Participant provides service in a zip code from more than one Service Center, the pricing that shall apply to all Work performed in that zip code shall be the lowest available to Customer from any of Participant s Service Centers that service that zip code. 3. LYNX Services shall pay Participant for Work performed hereunder strictly in accordance with the Applicable Pricing. If the Applicable Pricing for Work is Company Pricing, Participant agrees to complete all Work confirmed by LYNX Services in accordance with the Company Pricing. Participant is free to refuse a particular Customer's Work due to unacceptable Company Pricing by giving advance notice to LYNX Services upon review of Company Pricing as displayed in METRYX. Upon receipt of such notice by LYNX Services, the Participant will be removed from Platform participation with respect to that Company. By such action, Participant's eligibility to perform Work as a Program participant for all other Companies on which no notice of exception has been given will not be adversely affected in any way. Notwithstanding anything in this Agreement to the contrary, if Company Pricing applies, Participant s commencement of Work shall be deemed Participant s unconditional approval and acceptance to perform such Work for the Company Pricing and Participant hereby waives all claims against LYNX Services, the applicable Company and Customers for any amounts in excess of the Company Pricing. 4. If Company Pricing or Applicable Pricing does not determine the pricing for any portion of the Work, prior to commencing such Work, Participant shall coordinate the price such Work with LYNX Services through the LYNX authorizations approval process. Failure to receive prior approval for the price of the Work not determined by Company Pricing or Applicable Pricing will delay payment and may result in denial of payment. 4

5 5. Participant shall submit invoices and other billing documents to LYNX Services in an EDI (electronic data interchange) format approved by LYNX Services. LYNX Services will also accept invoices in a faxedand/or paper, manual format; however, a $7.50 service fee. will be applied only for invoices greater than $35.00, net. Upon submission of such invoices and billing documents, and after payment by the Company, LYNX Services will issue payment less any fees due to LYNX Services to Participant. Participant agreesto not collect service fees from vehicle owners or Customers. LYNX Services will make all payments due to Participant directly and exclusively to Participant. No payments shall be made to any agent, designee, or assignee of the Participant unless: (1) Participant has requested in writing that all payments be directed to that party, and LYNX Services, in its sole discretion, has provided written approval of such request, or (2) such payment to a third party is required pursuant to an order or the direction of a governmental authority. 6. If Participant invoices LYNX Services for Work at an amount that is less than the Applicable Pricing for the Work dispatched, LYNX Services will invoice Company or Customer for the lower amount. Upon receipt of payment of the invoice, Participant has 30 days to contact LYNX Services if the original amount invoiced to LYNX Services was billed in error. Participant agrees that, after such 30 day period, any amount otherwise payble under the Applicable Pricing is forfeited and can not be collected or solicited from Company or Customer. 7. In addition to its obligations under Section II.4, Participant agrees to a deduction of the amount paid by Company via LYNX Services should a Repair (i) allow glass damage to spread and/or (ii) be reported as dissatisfactory by the Customer for whom the Repair was originally performed. The amount will be deducted by LYNX Services from any payment then due or to be due in the future for any other Work assigned by LYNX Services to Participant. 8. To meet competitive market conditions at specific Companies, a standard service charge may be deducted from the payment made to Participant as follows: EDI Submission: 6% of gross invoice (excluding sales taxes); or Manual or Paper Submission: 6% of gross invoice (excluding sales taxes) plus a $7.50 service fee. Notwithstanding the foregoing, LYNX Services will at a minimum deduct a standard service charge of $15.00 from each payment made to the Participant. A manual or paper submission shall be defined to include all forms of billing not successfully conducted by EDI. 9. The full amount of any applicable insurance deductible will be deducted from the payment to Participant unless the insurance company in consideration for a repair or any other reason waives the deductible. Participant shall be paid for any deductible by direct payment from the vehicle owner, and collection of that receivable is the responsibility of Participant. 10. Failure of Participant to pay LYNX Services fees as provided for herein is a material breach of this Agreement. In addition to any other remedies available hereunder or provided by applicable law, LYNX Services may also deduct any Participant owed fees from any payment, current or otherwise, owed to Participant by LYNX Services. 11. EFT AND MANUAL CHECK FEES: Payments from LYNX Services will be made by Electronic Funds Transfer (EFT) into a Participant's bank account when Participant is enrolled in EFT. If a Participant has not enrolled in EFT, Participant authorizes LYNX Services to withhold from each payment to Participant a fee equal to $1.50 times the number of Work assignments included in such payment. Participant agrees to not collect or solicit such fees from vehicle owners or Customers. 5

6 IV. METRYX AND ELECTRONIC COMMUNICATION 1. Participant will routinely access its compant profile in METRYX and will provide and maintain all of the information requested by LYNX Services via METRYX, including, but not limited to, services offered, accurate zip code information with respect to each of its active Service Centers, technician informations and credentials, and accurate information with respect to its Commercial General Liability Insurance. 2. For purposes of this Agreement, the term "Service Center" shall mean a physical facility that: (i) provides in-shop glass services or serves as a central dispatch point for mobile technicians, or both, as identified in Participant s METRYX profile and (ii) is under the management and control of Participant. Every Service Center must have at least one, unique associated technician, as identified in Participant s METRYX profile that is qualified to perform Work for Customers under the terms of this Agreement. Every active Service Center must have a distinct (GPS coordinates), verifiable street address, a distinct 10 digit local telephone number and fax number (or other means to receive electronic Work assignments from LYNX Services). Each Service Center must be unique on the LYNX Services database of active Service Centers. A Service Center that is only a central dispatch point for mobile technicians may not offer in-shop service in Participant s METRYX profile. 3. Participant shall maintain in METRYX an active, accurate and valid address for the purposes of receiving Platform pricing information and other notices distributed by the PGW Entities, including potentially notices of amendment to this Agreement. Participant will maintain the Participant primary contact information reflecting this same address. 4. Participant represents and warrants to the PGW Entities that the information provided by Participant on METRYX is, and will continue during the term of this Agreement to be, true and correct in all respects, and will be maintained accurately in a continuous manner. 5. Participant hereby agrees and consents to LYNX Services and its affiliates communicating Participant s profile data from the METRYX database with the Customer by phone and by other means for the purpose of this Agreement, including but not limited to, allowing Customers to evaluate Participant s credentials, historical performance, and capabilities. 6. In order to receive Work initiated by online claim reporting, Participant shall implement and maintain electronic scheduling capability with LYNX Services through the GLAXIS capabilities integrated in Participant s business management software. Participant shall obtain and utilize GLAXIS electronic connectivity for the transmission of data. Participant shall also activate e-scheduling in its METRYX profile. V. QUALITY ASSURANCE 1. Participant acknowledges and agrees that it may be subject to quality assurance reviews and inspections by LYNX Services or one of its representatives in order that LYNX Services may sample its adherence to quality standards and administrative compliance. Participant will maintain full and complete records of all transactions with LYNX Services and/or Customers and other books and records as are customarily maintained in the ordinary course of business for a period of at least two (2) years. 6

7 VI. RECEIPT OF WORK ORDERS 1. Participant shall have access and be assigned to all Customer initiated claims where a Customer has requested Participant to perform the Work. 2. With respect to claims where a Customer has not requested a specific service provider (hereinafter "Non-Choice Claims"), the Customer will be provided with a list of Platform participants (but not necessarily all participants) that provide the glass services required in the geographic service area requested. (a Platform participant meeting such criteria being referred to herein as a "Qualified Participant") for purposes of selecting a Platform participant to perform the Work requested. Notwithstanding any other provision set forth herein, Participant expressly acknowledges that LYNX Services is not required (by this Agreement or otherwise) and has not committed to present Participant as a Qualified Participant at any minimum frequency. LYNX Services may, at its discretion, use any method or criteria for determining which Qualified Participants are presented as an option for a Non-Choice Claim Customer. 3. LYNX Services specifically reserves the right to (but is not obligated to) determine Program participants additional rotational frequency as a Qualified Participant based on quality of Work performance as measured by key performance indicators ("KPI") established by LYNX Services from time to time. KPI may include, but not be limited to, warranty performance/compliance, repair completion, performance criteria established by Companies and Customer satisfaction index scoring. LYNX Services reserves the right to interpret all Customer satisfaction results. LYNX Services will use reasonable efforts to (i) notify Participant of any KPI in effect from time to time and (ii) advise Participant of its KPI results by updating Participant s METRYX profile from time to time. 4. Upon Customer selection of Participant, LYNX Services will make direct contact with the Participant or issue an after-hours Work assignment, and provide a dispatch number. In the event of an after-hours Work assignment, Participant will contact Customer prior to 9:00 AM the following business day to confirm appointment and Work. If a customer of the LYNX-managed Platform arrives at a Participant Service Center without having first contacted LYNX Services, Participant shall contact LYNX Services for a Work assignment dispatch number and the related services shall be considered Work for purposes of this Agreement. 5. Upon contact by Customer or LYNX Services, Participant will obtain any necessary special part authorization, and schedule the Work to be completed within 24 hours of that initial call, or alternatively schedule the Work at any later time acceptable and convenient to the vehicle owner Customer. VII. INSURANCE COVERAGE 1. Participant must carry Worker's Compensation Insurance to statutory limits in any state where it has employees, and Employer's Liability Insurance (minimum $100,000 bodily injury by accidental or disease). 2. If Participant performs any Replacement ARG services, Participant must carry Commercial General Liability Insurance, including Contractual Liability and Products/Completed Operations coverage, with limits of not less than $1,000,000 each occurrence/combined single limit for property damage, bodily injury and personal injury liability. If Participant provides ONLY Repair services, and not Replacement services, Participant must carry Commercial General Liability Insurance, including Contractual Liability and Products/Completed Operations coverage, with limits of not less than $500,000 each occurrence/combined single limit for property damage, bodily injury and personal injury liability. Participant shall at all times name LYNX Services as an additional insured on its Commercial General Liability Insurance policy. 7

8 3. Participant must carry insurance for Automobile Liability and insurance for damage to Customer's vehicles while in the care, custody and control of Participant, with limits that are reasonable and customary in the industry. 4. LYNX Services shall be notified in writing (1) at least thirty (30) days in advance should Participant cancel any insurance coverage required under this Article VII or (2) immediately upon notice of revocation of any such insurance coverage by Participant's insurance carrier for any reason. 5. All insurance carriers used by Participant to comply with the provisions of this Section VI shall carry an A.M. Best rating of B+ or better. Upon request by LYNX Services, Participant shall provide LYNX Services a certificate of insurance and all related endorsements evidencing compliance with this Section VII. VIII. LIABILITY FOR DAMAGES, RELEASE AND INDEMNIFICATION 1. Participant absolves, releases and discharges the PGW Entities from, and assumes the entire risk of loss of, damage for all Work performed (including damage to Customer vehicles) and material used in completing Work. 2. Participant hereby releases and discharges the PGW Entities, and each of their affiliates, successors, assigns, equity holders, directors, officers, agents, employees and representatives, from and against all claims, demands, liability or causes of action of any kind or type whatsoever, whether arising by operation of law, contract, warranty, tort, or otherwise relating to the Work generated pursuant to this Agreement or any act or omission in the performance of Work by Participant. 3. Participant further agrees to indemnify, defend and hold the PGW Entities, and each of their affiliates, successors, assigns, equity holders, directors, officers, agents, employees and representatives, harmless from and against any and all claims (including claims by third parties alleging damage of any kind or nature), demands, judgments, costs, damages, liabilities, fines, fees and expenses (including attorneys fees and costs) that may be asserted against or incurred by any of them, including, but not limited to, punitive, indirect, special or consequential (including lost profits) damages, that arise out of, or relating to the Work generated pursuant to this Agreement or the performance of Work by Participant. IX. DURATION OF AGREEMENT AND TERMINATION 1. This Agreement shall run for one (1) year, and is automatically renewed each year thereafter, unless either party with or without cause, at will, and for any reason whatsoever, shall give notice to the other in writing before the end of the current term of its intent to terminate. Upon receipt of written notice, this Agreement will terminate, and is of no further force or effect; provided, however, any provision of this Agreement that by reasonable interpretation of its terms is intended to survive termination, including, without limitation Articles II, VIII and XIV, shall do so in full accordance with its intent. 2. LYNX Services may at any time, with or without cause, terminate a Participant from the Program. If Participant is terminated or is no longer a participant in the Program for any reason, it shall remain obligated to perform any warranty work that is required arising from its own prior Work performed while a Program participant. If Participant does not perform its warranty work as provided for herein, LYNX Services may assign the work to another Program participant, and shall then be entitled to reimbursement of that cost from the Participant by whatever legal or equitable means that are appropriate, including, but not limited to, a deduction from any future payments to Participant. 8

9 3. It is understood that this Agreement, the METRYX registry, and various aspects of the LYNX Services Program, some of which are referred to in this Agreement, all may from time to time be altered or modified (hereinafter a "Change") at the sole discretion and determination of LYNX Services and for any reason whatsoever. Any such Change shall be made in writing and posted on the METRYX registry, or made by electronic communications, and may be made without the prior consent or approval of Participant, and may include any part of this Agreement. It is agreed that with posting or notice of any such Change, the same shall be binding upon Participant; unless, within ten (10) days of the receipt of notice of the Change, Participant notifies LYNX Services of its rejection of the Change and its intention to terminate the Agreement as of the effective date of the Change, in which case the Agreement will be terminated on the effective date of the Change. 4. In the event of termination of Participant from the LYNX Services Program, Participant agrees that it will no longer advertise or otherwise represent to Customers that it is a participant in the Program. 5. Participant acknowledges and agrees that, in the event of any breach of this Agreement, the PGW Entities may be irreparably and immediately harmed and unable to be made whole by monetary damages. It is accordingly agreed that the PGW Entities, in addition to any other remedy to which they may be entitled, may seek an injunction or injunctions to remedy breach of this Agreement and/or to compel specific performance of the obligations set forth herein. X. NON-EXCLUSIVITY 1. Participant understands and acknowledges that its participation with LYNX Services is nonexclusive. LYNX Services may and will contract with other Particioants or ARG service providers in the same geographic area that Participant conducts business, and LYNX Services may provide its Customers with a choice of one or more Participants or ARG service providers offering the required services in the same geographic area. Participant acknowledges and agrees that it may not, in every instance, be presented as a possible service provider to all, or any, Customers who are in the same geographic area as Participant. Participant expressly acknowledges that (a) neither the PGW Entities, nor any other person or entity acting on their behalf, has made any commitments as to the volume or type of Workthat Participant may obtain hereunder, and (b) Participant will not acquire any proprietary rights to any LYNX Services Customers. XI. INDEPENDENT CONTRACTOR 1. Participant is an independent contractor for all purposes hereunder, and shall not be deemed an employee, partner, agent or joint venturer of or with the PGW Entities for or under any circumstances. Participant at all times shall be responsible for the payment of any and all insurance premiums and other business expenses which it may incur in connection with its performance of this Agreement. Participant acknowledges that the PGW Entities shall have no obligation to Participant other than as specifically provided for in this Agreement. 9

10 XII. NON-ASSIGNMENT AND NOTICES XIII. WAIVER 1. Participant may not assign any or all of its rights or delegate any or all of its obligations hereunder without the prior written consent of LYNX Services. 2. Written notices to LYNX Services shall be considered delivered when received by the recipient at the following address: Field Support LYNX Services, L.L.C Bayshore Road, Suite 18 Fort Myers, FL FAX: Telephone: , Press 5 and then 1 1. The waiver by either party of any of its rights or of any defaults by the other party hereunder in a particular instance shall not be deemed a waiver of the same or different rights or defaults in subsequent instances. XIV. CONFIDENTIALITY XV. TAXES 1. Participant acknowledges that the terms and conditions of this Agreement, the volume of Work it receives, the Company Pricing arrangements between LYNX Services and the Companies, and the volume of Customer business, are confidential. Participant shall take reasonable precautions to maintain such confidentiality, and shall not disclose the same to any person or entity (unless otherwise required by applicable law or valid court process), without the advance written consent of LYNX Services. 2. Participant agrees to take all appropriate and reasonable precautions to maintain the confidentiality of all Customer s policy and claim information and shall not disclose the same to any person or entity (unless otherwise required by applicable law or valid court process). Without limiting the foregoing, Participant agrees to comply with all applicable federal and state privacy and data protection laws and regulations established for the collection, storage, use and/or dissemination of Personally Identifiable Information (PII). 1. Participant will determine, charge and include on invoice billing as appropriate all local, state, federal or any other governmental taxes or charges of any kind or type whatsoever that are imposed upon its service or sale of product to Customer that arise from Work. With proper invoice at Applicable Pricing, Participant will be reimbursed for included taxes. 2. Participant will remit all such taxes or charges to the appropriate governmental entity as and when due, and will release and indemnify the PGW Entities for any claims arising from any failure to fully comply with this Section. XVI. SEVERABILITY 1. Any judicial determination that any portion of this Agreement is unlawful or unenforceable shall not affect the validity or enforceability of the remaining provisions. 10

11 XVII. INTERPRETATION OF AGREEMENT 1. This Agreement shall be interpreted under the laws of the Commonwealth of Pennsylvania. XVIII. ENTIRE AGREEMENT 1. This Agreement, the METRYX Industry Services Registry Terms of Use, plus any documents attached or referred and incorporated by reference hereto, constitute the complete agreement between LYNX Services and Participant. 2. It is the intent of the parties that this Agreement as amended from time to time by any Change implemented as provided in Section IX,.3, is the "complete agreement" as defined by Subsection XVIII.1, and constitutes the legally binding rights and obligations between the parties. In the event there have been oral representations by representatives or other personnel acting on behalf of LYNX Services or written material supplied by or on behalf of LYNX Services, including, but not limited to, LYNX Services pamphlets, brochures, binders or other written material of any kind that is any way contrary to or inconsistent with this Agreement, then it is agreed that the terms and provisions of this Agreement shall govern and control. XIX. THIRD PARTY BENEFICIARY 1. Participant acknowledges that PGW shall be a third party beneficiary of this Agreement and all obligations of Participant set forth herein shall run directly to and for the benefit of both PGW and LYNX Services, and may be enforced against Participant by either PGW or LYNX Services in any manner provided by law or this Agreement 11

12 EXHIBIT A LIMITED WARRANTY A. REPAIR Windshield repairs are warranted against spreading for the life of the vehicle (subject to the limitations in Section C below). The applicable deductible for the new windshield will be the vehicle owner s responsibility. B. REPLACEMENT All auto glass replacement is warranted for one year against defects of workmanship and defects in material. Replacement of fixed glass parts (those that do not operate) are warranted until the ownership of the vehicle changes against air or water leakage. All operating parts within movable glass installations are warranted for 30 days against mechanical failure. Glass breakage that is not the result of the installation (i.e. that which occurs as a result of vehicle collision damage, panel deterioration (rust), etc.) is not warranted. C. LIMITATIONS AND EXCLUSIONS Notwithstanding the length of any warranty provided in Section A or Section B above, all warranties expire with change of ownership of the identified vehicle. D. THE VEHICLE OWNER S RESPONSIBILTY To exercise your rights under this warranty, contact the service center where the work was originally performed. If that is not possible, call LYNX Services for assistance at