|
1. Aareement: Recall Secure Destruction Services, Inc. ("Recall") may provide to the Customer identified on the inwice on the reverse side of this document certain secure destruction services
<br />with respect to Customers documents, records and other confidential materials ("Customer Matenals"). By [endering materials to Recall for destruction or other related seivices by Recall you
<br />accept these tertns and conditions; provided that if Recall and Customer have entered into a separate written agreement ("Services AgreemenP'), executed in writing by bolh parties, then the
<br />tertns and condilions of the Services Agreement shali control and these General Tertns and Conditions shall be null and wid.. Except as provided in the immedia~ely preceding sentence, any
<br />terms in any documents from Customer that are different or addi[ional to those contained in these General Tertns and Conditions are objected to and rejected, are deemed to materially aiter
<br />these tertns, and will not become part of this Agreement.
<br />2. Services. Recall agrees to: (a) fumish containers to Customer at the locations as may be agreed by the parties from time to time, to be used exclusi~,ely for the deposit o( confidential materials
<br />of Customer ("Customer Materials"), and (b) collect the Customer Matenals from the containers in matenai accord with Recall's schedules, which may be modified from time ro time upon notice to
<br />Customer and (c) cause the Customer Materials to be destroyed by shredding equipment so as to render the contents unreadable, all in matenal accord wilh Recall's standard operating procedures
<br />as modified in Recall's sole discretion from time to time. tf requested by Customer, Recall shall provide a Certificate of Destruction along with Customer's invoice.
<br />3. Fees: All fees shall be in accordance with Recall's standard pricing methodology and rates.
<br />4. Pavments: All amounts due under this Agreement will be inwiced monthly in arrears and will be due and payable upon within ten (10) days after the inwice date. Customer shall also pay all
<br />applicable (ederal, state, local, use and other taxes relating to [his Agreement or any services or products provided hereunder, excluding only taxes based o~ Recall's net income. Any amounts
<br />payable hereunder which are not paid when due shall thereafler bear interest at the rate of one and one-half percent (1.5%) per month or the mapmum amount permitted by applicable law,
<br />whichever is less. tt any payment due Recall is collected at law, or through an attorney-at-law or under advice therefrom, or through a collection agency, Customer agrees to pay all costs of
<br />collection, including, without limitation, all court cos[s and reasonable attomeys' fees.
<br />5. Containers and Materials: Recall shall af all times relain title to and all rights oi possession of the containers. Recall's containers shall not be used by Customer for the disposal ot other types
<br />of ma[erials unless approved by Recall in writing prior to collection. In no event shall Recall's containers be used for the disposal of any hazardous or tobc materials, or metals, solids, or other
<br />materiais that could damage or con[aminate Recall's containers, vehicles or equipment, or cause injury or death to any of its employees or agents. Recall may remove the containers, along with
<br />any Customer Materials contained therein, upon any tertnination or e~iration of this AgreemenL Recall shall have title to and all rights of possession to the Customer Matenals following its
<br />destnrction, including, without limitation, the right ro recycle such matenal. Customer shall (a) maintain Recall's containers in a secure location that is readily and safely accessib~e to Recall
<br />personnel and equipment and (b) exercise reasonable care to awid theft, vandalism or other damage or loss to the containers. In no event shall Recall be responsible or liable to Customer for any
<br />theft of Cus[omer Matenals from the containers which are on Customer's premises. Customer shall reimburse Recall the cost ro repair or replace any of Recall's con[ainers that are lost, stolen, or
<br />damaged. After delivery of the containers to Customer, Customer shall be responsible for safekeeping the keys to Recall's conlainers. If [he keys are lost or not retumed with the containers,
<br />Customer shai~ pay Recail's then- current replacement fee for each key that is lost or not retumed.
<br />6. Confidantlalitv: Recall will use commercially reasonable efforts and means to hold confidential all infortnation obtained by it with respect to Customer and the Customer Materials, and not to
<br />use such confidential infortnation other than in the periormance of the Services and the exercise oi Recall's rights pursuant to this Agreement.
<br />7. Subooena of Materials: Notwithstanding anything in Section 6 or any other provision in this Agreement, it any Customer Materials are subpoenaed pursuant to an order ot any court, or any
<br />other order, judgment or decree is made or entered by any court or govemmental agency aftecting Customer Materials or any part thereoi (collectively an "Order'), Recall is expressly authorized in
<br />its sole discretion, at Customers cost, to obey and comply with the Order, without the necessity of inquiring whether such court or agency had jurisdiction or any o[her matter affecting the validiry oi
<br />the Order. Recall shall not be liable to Customer or any third party by reason of compliance with any Order, notwithstanding thal the Order may subsequently be reversed, modified or vacated.
<br />Recall will use atl reasonabie efforts to provide Customer with prompt written notice of the receipt of any Order to allow Customer an opportunity to protect its interest.
<br />8. Llmited WarranN: Customer agrees [hat Recall's responsibility to Customer under this Agreement is limited to the exercise of ordinary care. EXCEPT AS PROVIDED IN THIS SECTION,
<br />RECALL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, WITH RESPECTTO ITS SERVICES, INCLUDING, WITHOUT
<br />LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS fOR A PARTICULAR PURPOSE AND RECALL HEREBY DISCLAIMS THE SAME.
<br />9. Limitatfon of Lfabilitv: In no event shall Recall's liability exceed an amount equal to the fees paid hereunder for the 12-months immediately prior to the date of Customer's first claim.
<br />NOlW ITHSTANDING ANYTFiING IN THE PRECEDING SENTENCE OR ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT SHALL RECALL BE LIABLE TO CUSTOMER OR ANY
<br />OTHER PERSON, WHETHER IN CONTR,4CT OR IN TORT, OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) FOR LOST
<br />PROFITS OR REVENUES, LOSS OF USE OR SIMILAR ECONOMIC LOSS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSE~UENTIAL OR SIMILAR DAMAGES ARISING OUT OF OR
<br />IN CONNECTION W ITH THIS AGREEMENT OR THE SERVICES TO BE PROVIDED HEREUNDER, OR FOR ANY CLAIM MADE AGAINST CUSTOMER BY ANY OTHER PERSON, EVEN IF
<br />RECALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.
<br />10. Events of Default: Customer shall be in detault under this Agreement upon the occurrence of any one or more of the tollowing events ("Events of Default"): (a) failure of Customer to pay within
<br />ten (10) days after the inwice date any amounts owed hereunder; (b) Customer's breach of any provision of this Agreement other than Section 4 above, which, if capable o( cure, is not cured within
<br />thirty (30) days thereof; (c) Customer becomes insolvent or makes any assignment for the benefit of its creditors; (d) any proceeding is instituted by or against Customer under any bankruptcy or
<br />similar laws for the relief of debtors; or (e) the appointment of any trustee or receiver for any of Customer's assets. Upon the occurrence of any Evenl of Default, Recall at its sole discretion may
<br />exercise any and all oi the following remedies: (i) refuse to provide further services until the Event of Default is cured; (ii) terminate this Agreement; (iii) recover all damages suffered under this
<br />Agreemenk and (iv) such other rights and remedies as are available under applicable law. Recall shall have no liability to Customer or any other person for taking any actions permitted by this
<br />section. The exercise by Recall oi any one or more of its rights under this Agreement shalf not preclude Recall's exercise of any one or more of its other rights or remedies.
<br />11. Limitation of Actions: Any claim by Customer with respect to the services to be performed by Recall hereunder must be made in writing to Recall wi[hin 30 days after Customer became aware
<br />of such claim. No other action, regardless of form, arising out of or in connection with this Agreement (other than an action by Recall for any amounl due lo Recall) may be brought more than one
<br />(1) year after the cause ot action has arisen.
<br />12. IndemniFlcation: Customer shall defend, indemniry and hold harmless Recall, its affiliates and their respective officers, directors, employees and agents against any liability, cost or e~ense
<br />(including court costs and reasonable attomeys' fees), irtespective of the fheory on which based (including, without limitation, negligence or strict liability), directly or indirectly arising out of third
<br />"~ pa'rty blaims,~demands or actions relating to (a) any claim that Recalfs possession or"destruction of Cusiomer-Matenals is unauthorized, (b) Cus[omers breach ot this Agreemert,~(c) any other
<br />destruction of Customer Materials.
<br />13. Force Maleure: Recall shall not be liable for any default or delay in the peAormance of any of its obligations under this Agreement if caused, directly or indirectly, by fire, flood, earthquake, the
<br />elements, or other such occurtences; labor disputes, strikes or lockouts; wars, acts of tenorism, riots or civil disorder; accidents or unawidable casualties; in[erruptions of or delays in transportation
<br />or communications; decisions or requirements, whether valid, invalid, fortnal or intormal, ot any govemment, agency, board or official; or any other cause, whether similar or dissimilar to those
<br />enumerated herein, beyond Recall's reasonable control.
<br />14. Miscellaneous: (a) No failure or delay by Recall to exercise any right or remedy hereunder shall operate as a waiver thereof. (b) This Agreement sha~l be governed by the laws of the State of
<br />Georgia, wilhoul regard to ils principles of conflicts of law. (c) Except as provided in Sec[ion 1 above, this Agreement supersedes all prior discussions and agreements between the parties with
<br />respect ro the subject mat[er hereof, and contains the sole and entire agreement between the parties with respect to the matters covered hereby. (d) This Agreement may not be modified or
<br />amended e~ccept by a separate instrument in writing signed by the parties. (e) If any provision of this Agreement is held by a court of competent junsdiction to be invalid, wid or unenforceable, the
<br />remainder of the provisions hereof shall remain in fuli torce and effect. (i) Except as otherwise provided in this Agreement, all notices under this Agreement shall be in wnting and delivered
<br />personally or sent by pre-paid, first class, certi(ed or registered air mail, retum receipt requesled.
<br />Certificate of Destruction
<br />This is to certify that Recall Secure Destruction Services, lnc. has destroyed all materials received on the front of this invoice for the date
<br />shown. The material received was confidential and was not released to any unauthorized third party(ies) prior to destruction. lt is further
<br />certified that these materials were destroyed pursuant to Recall's standard security and operating procedures
<br />
|