TERMS AND CONDITIONS
SERVICES. Customer grants to Green Dirt, LLC (Company) the right to collect, transport, for the purpose of vermicomposting Customer's non-hazardous plant based waste
materials(collectively, "Waste Materials"), and Company agrees to furnish such services as permitted by Applicable Laws.
TERM. THE INITIAL TERM OF THIS AGREEMENT SHALL START ON THE DATE ON WHICH SERVICE UNDER THIS AGREEMENT COMMENCES AND SHALL
CONTINUE FOR 1 MONTH. THEREAFTER, THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR EVERY SUCCESSIVE MONTH UNLESS EITHER
PARTY GIVES WRITTEN NOTICE OF TERMINATION TO THE OTHER AT LEAST 30 DAYS BEFORE THE END OF THE THEN CURRENT TERM. ANY NOTICE OF
TERMINATION UNDER THIS AGREEMENT BY CUSTOMER SHALL BE VOID UNLESS SENT VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AND
ACTUALLY RECEIVED BY COMPANY. THIS AGREEMENT MAY ALSO BE TERMINATED BY EITHER PARTY WITH 30 DAYS WRITTEN NOTICE. UPON
TERMINATION CUSTOMER SHALL PAY COMPANY ANY FEES AND EXPENSES DUE TO COMPANY UNDER TERMS OF THIS AGREEMENT.
WASTE MATERIALS. The Waste Materials shall not contain any hazardous materials, wastes or substances; toxic substances, wastes or pollutants; contaminants; pollutants;
infectious wastes; meat products; medical wastes; or radioactive wastes (collectively, "Excluded Waste"), each as defined by applicable federal, state or local laws or regulations
(collectively, "Applicable Laws"). CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, SUITS, PENALTIES, FINES, REMEDIATION COSTS, AND LIABILITIES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS' FEES)
(COLLECTIVELY, "LOSSES") RESULTING FROM Company’s losses because of customer’s non-conforming waste materials.
PAYMENT. Customer shall pay Company for the services and equipment furnished by Company at the rates provided in this Agreement on the date of
Company’s invoice. Customer shall pay all taxes, fees and other governmental charges assessed against or passed through to Company (other than income or real property taxes). Customer shall pay such fees as the
Company may impose from time to time by notice to Customer (including, by way of example only, late payment fees, administrative fees and environmental fees), with Company
to determine the amounts of such fees in its discretion up to the maximum amount allowed by Applicable Law. Without limiting the foregoing, Customer shall pay Company: (a) a
fee of $25 (which Company may increase from time to time by notice to Customer) for each check submitted by Customer that is an insufficient funds check or is returned or
dishonored.
SERVICE CHANGES. Company shall provide 30-day notice to Customer of any rate increases or any other rate changes. The parties may change the type, size or amount of
equipment, the type or frequency of service, and correspondingly the rates by agreement of the parties, in writing. This Agreement shall apply to any change of location of
Customer within the area in which Company provides collection and disposal services.
RATE ADJUSTMENT. Company shall provide 30-day notice to Customer of any rate increases or any other rate changes.
SERVICE CHANGES. The parties may change the type, size or amount of equipment, the type or frequency of service, and correspondingly the rates by agreement of the parties
in writing. This agreement shall apply to any change of location of Customer within the area in which Company provides collection and disposal services.
RESPONSIBILITY FOR EQUIPMENT; ACCESS. Any equipment Company furnishes shall remain Company's property. Customer shall be liable for all loss or damage to such
equipment (except for normal wear and tear and for loss or damage resulting from Company's handling of the equipment). Customer shall use the equipment only for its proper and
intended purpose and shall not overload (by weight or volume), move or alter the equipment. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS
COMPANY FROM AND AGAINST ALL LOSSES ARISING FROM ANY INJURY OR DEATH TO PERSONS OR LOSS OR DAMAGE TO PROPERTY (INCLUDING
THE EQUIPMENT) ARISING OUT OF CUSTOMER'S USE, OPERATION OR POSSESSION OF THE EQUIPMENT. Customer shall provide safe, unobstructed access to the
equipment on the scheduled collection day. Company may charge an additional fee for any additional collection service required by Customer's failure to provide access.
SUSPENSION. If any amount due from Customer is not paid within 60 days after the date of Company's invoice, Company may, without notice and without terminating this
Agreement, suspend collecting and disposing of Waste Materials until Customer has paid such amount to Company. If Company suspends service, Customer shall pay Company a
service interruption fee in an amount determined by Company in its discretion up to the maximum amount allowed by Applicable Law.
TERMINATION. In addition to its above suspension rights, Company may terminate this Agreement immediately by written notice to Customer if Customer breaches this
Agreement and fails to cure such breach within 10 days after Company gives Customer written notice of the breach. Company's failure to suspend service or terminate this
Agreement when Customer fails to timely pay or otherwise breaches this Agreement shall not constitute a waiver of Company's right to suspend service or terminate this
Agreement for any future failure to pay or other breach.
PAYMENT UPON TERMINATION. If Customer terminates this Agreement before its expiration other than as a result of a breach by Company, or if Company terminates this
Agreement as a result of a breach by Customer (including nonpayment), Customer shall pay Company an amount equal to the most recent month's monthly charges multiplied by
the lesser of (a) six months or (b) the number of months remaining in the term. Customer acknowledges that in the event of such a termination, actual damages to Company would
be uncertain and difficult to ascertain, such amount is the best, reasonable and objective estimate of the actual damages to Company, such amount does not constitute a penalty, and
such amount is reasonable under the circumstances. Any amount payable under this paragraph shall be in addition to amounts already owing under this Agreement.
ASSIGNMENT. Customer shall not assign this Agreement without Company's prior written consent, which Company shall not unreasonably withhold. Company may assign this
Agreement without Customer's consent.
EXCUSED PERFORMANCE. Except for Customer's obligation to pay amounts due to Company, any failure or delay in performance due to contingencies beyond a party's
reasonable control, including strikes, riots, terrorist acts, compliance with Applicable Laws or governmental orders, fires and acts of God, shall not constitute a breach of this
Agreement.
ATTORNEYS' FEES. If any litigation is commenced under this Agreement, the successful party shall be entitled to recover, in addition to such other relief as the court may award,
its reasonable attorneys' fees, expert witness fees, litigation related expenses, and court or other costs incurred in such litigation or proceeding.
SERVICES. Customer grants to Green Dirt, LLC (Company) the right to collect, transport, for the purpose of vermicomposting Customer's non-hazardous plant based waste
materials(collectively, "Waste Materials"), and Company agrees to furnish such services as permitted by Applicable Laws.
TERM. THE INITIAL TERM OF THIS AGREEMENT SHALL START ON THE DATE ON WHICH SERVICE UNDER THIS AGREEMENT COMMENCES AND SHALL
CONTINUE FOR 1 MONTH. THEREAFTER, THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR EVERY SUCCESSIVE MONTH UNLESS EITHER
PARTY GIVES WRITTEN NOTICE OF TERMINATION TO THE OTHER AT LEAST 30 DAYS BEFORE THE END OF THE THEN CURRENT TERM. ANY NOTICE OF
TERMINATION UNDER THIS AGREEMENT BY CUSTOMER SHALL BE VOID UNLESS SENT VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AND
ACTUALLY RECEIVED BY COMPANY. THIS AGREEMENT MAY ALSO BE TERMINATED BY EITHER PARTY WITH 30 DAYS WRITTEN NOTICE. UPON
TERMINATION CUSTOMER SHALL PAY COMPANY ANY FEES AND EXPENSES DUE TO COMPANY UNDER TERMS OF THIS AGREEMENT.
WASTE MATERIALS. The Waste Materials shall not contain any hazardous materials, wastes or substances; toxic substances, wastes or pollutants; contaminants; pollutants;
infectious wastes; meat products; medical wastes; or radioactive wastes (collectively, "Excluded Waste"), each as defined by applicable federal, state or local laws or regulations
(collectively, "Applicable Laws"). CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, SUITS, PENALTIES, FINES, REMEDIATION COSTS, AND LIABILITIES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS' FEES)
(COLLECTIVELY, "LOSSES") RESULTING FROM Company’s losses because of customer’s non-conforming waste materials.
PAYMENT. Customer shall pay Company for the services and equipment furnished by Company at the rates provided in this Agreement on the date of
Company’s invoice. Customer shall pay all taxes, fees and other governmental charges assessed against or passed through to Company (other than income or real property taxes). Customer shall pay such fees as the
Company may impose from time to time by notice to Customer (including, by way of example only, late payment fees, administrative fees and environmental fees), with Company
to determine the amounts of such fees in its discretion up to the maximum amount allowed by Applicable Law. Without limiting the foregoing, Customer shall pay Company: (a) a
fee of $25 (which Company may increase from time to time by notice to Customer) for each check submitted by Customer that is an insufficient funds check or is returned or
dishonored.
SERVICE CHANGES. Company shall provide 30-day notice to Customer of any rate increases or any other rate changes. The parties may change the type, size or amount of
equipment, the type or frequency of service, and correspondingly the rates by agreement of the parties, in writing. This Agreement shall apply to any change of location of
Customer within the area in which Company provides collection and disposal services.
RATE ADJUSTMENT. Company shall provide 30-day notice to Customer of any rate increases or any other rate changes.
SERVICE CHANGES. The parties may change the type, size or amount of equipment, the type or frequency of service, and correspondingly the rates by agreement of the parties
in writing. This agreement shall apply to any change of location of Customer within the area in which Company provides collection and disposal services.
RESPONSIBILITY FOR EQUIPMENT; ACCESS. Any equipment Company furnishes shall remain Company's property. Customer shall be liable for all loss or damage to such
equipment (except for normal wear and tear and for loss or damage resulting from Company's handling of the equipment). Customer shall use the equipment only for its proper and
intended purpose and shall not overload (by weight or volume), move or alter the equipment. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS
COMPANY FROM AND AGAINST ALL LOSSES ARISING FROM ANY INJURY OR DEATH TO PERSONS OR LOSS OR DAMAGE TO PROPERTY (INCLUDING
THE EQUIPMENT) ARISING OUT OF CUSTOMER'S USE, OPERATION OR POSSESSION OF THE EQUIPMENT. Customer shall provide safe, unobstructed access to the
equipment on the scheduled collection day. Company may charge an additional fee for any additional collection service required by Customer's failure to provide access.
SUSPENSION. If any amount due from Customer is not paid within 60 days after the date of Company's invoice, Company may, without notice and without terminating this
Agreement, suspend collecting and disposing of Waste Materials until Customer has paid such amount to Company. If Company suspends service, Customer shall pay Company a
service interruption fee in an amount determined by Company in its discretion up to the maximum amount allowed by Applicable Law.
TERMINATION. In addition to its above suspension rights, Company may terminate this Agreement immediately by written notice to Customer if Customer breaches this
Agreement and fails to cure such breach within 10 days after Company gives Customer written notice of the breach. Company's failure to suspend service or terminate this
Agreement when Customer fails to timely pay or otherwise breaches this Agreement shall not constitute a waiver of Company's right to suspend service or terminate this
Agreement for any future failure to pay or other breach.
PAYMENT UPON TERMINATION. If Customer terminates this Agreement before its expiration other than as a result of a breach by Company, or if Company terminates this
Agreement as a result of a breach by Customer (including nonpayment), Customer shall pay Company an amount equal to the most recent month's monthly charges multiplied by
the lesser of (a) six months or (b) the number of months remaining in the term. Customer acknowledges that in the event of such a termination, actual damages to Company would
be uncertain and difficult to ascertain, such amount is the best, reasonable and objective estimate of the actual damages to Company, such amount does not constitute a penalty, and
such amount is reasonable under the circumstances. Any amount payable under this paragraph shall be in addition to amounts already owing under this Agreement.
ASSIGNMENT. Customer shall not assign this Agreement without Company's prior written consent, which Company shall not unreasonably withhold. Company may assign this
Agreement without Customer's consent.
EXCUSED PERFORMANCE. Except for Customer's obligation to pay amounts due to Company, any failure or delay in performance due to contingencies beyond a party's
reasonable control, including strikes, riots, terrorist acts, compliance with Applicable Laws or governmental orders, fires and acts of God, shall not constitute a breach of this
Agreement.
ATTORNEYS' FEES. If any litigation is commenced under this Agreement, the successful party shall be entitled to recover, in addition to such other relief as the court may award,
its reasonable attorneys' fees, expert witness fees, litigation related expenses, and court or other costs incurred in such litigation or proceeding.