|
1. Aareement: Recall Secure Destruction Services, Inc. ("Recall") may provide to the Customer identified on the inwice on the reveree side ot this document certain secure destruction services
<br />with respect to Customer's documents, records and other confidential materials ("Customer Matenals"). By tendering materials to Recall for destruction or other related services by Recall you
<br />accept these terms and conditions; provided that if Recall and Customer have entered into a separate written agreement ("Services AgreemenP'), executed in writing by both parties, then the
<br />terms and conditions of the Services Agreement shall control and these General Terms and Conditions shall be null and wid.. Except as provided in the immediately preceding sentence, any
<br />terms in any documen[s from Customer that are different or additional to those conlained in these General Terms and Conditions are objected to and rejected, are deemed to materially alter
<br />these terms, and will not become part oi Ihis 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 exclusively for the deposit of confidential materials
<br />of Customer ("Customer Matenals"), and (b) collect the Customer Matenals from the containers in material accord with Recall's schedules, which may be modified from time to 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 material accord with Recall's standard operating procedures
<br />as modified in Recall's sole discretion trom time to time. If requested by Customer, Recali shall provide a Certificate ot Destruction along with Customers inwice.
<br />3. Fees: All fees shall be in accordance with Recall's standard pricing methodology and rates.
<br />4. Pavmants: All amounts due under this Agreement will be invoiced monlhly in arrears and will be due and payable upon within ten (10) days after the inwice date. Customer shall also pay all
<br />applicable federal, state, local, use and other taxes relating to this Agreement or any services or products provided hereunder, excluding only taxes based on Recall's net income. Any amounts
<br />payable hereunder which are not paid when due shall thereafter 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. If any payment due Recall is collected at law, or through an attomey-at-law or under advice therefrom, or through a collection agency, Cuslomer agrees to pay all costs of
<br />colleclion, including, without limitation, all court costs and reasonable attomeys' fees.
<br />5. ConWiners and Materlals: Recall shall at all times retain title to and all rights of possession of the containere. Recall's containers shall not be used by Customer for the disposal of other types
<br />of materials 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 />materials thal could damage or contaminate 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 Agreement. Recall shall have title to and all rights of possession to the Customer Materials following its
<br />desWction, including, without limitation, the right to recycle such material. Customer shall (a) maintain Recall's containers in a secure location that is readily and safely accessible to Recall
<br />personnel and equipment and (b) exercise reasonable care to awid the(t, vandalism or other damage or loss to the containers. In no event shall Recall be responsible or liable to Customer for any
<br />thefl of Customer Materials from the con[ainers which are on Customer's premises. Customer shall reimburse Recall the cost to repair or replace any oi Recall's containers that are lost, stolen, or
<br />damaged. After delivery of the containers to Customer, Cuslomer shall be responsible tor safekeeping the keys to Recall's containers. If the keys are lost or not retumed with the containers,
<br />Customer shall pay Recall's then- cunent replacement fee for each key lhat is lost or not retumed.
<br />6. ConfldentlallN: Recall will use commercially reasonable efforts and means to hold confidential atl information obtained by it with respect to Customer and the Customer Materials, and not to
<br />use such confidential infortnation other than in the performance ot the Services and the exercise of Recall's rights pursuant to this Agreement.
<br />7. Subooena of Materials: Notwithstanding anything in Section 6 or any other provision in this Agreement, if any Customer Materials are subpoenaed pursuant to an order of any court, or any
<br />other order, judgment or decree is made or entered by any court or govemmental agency affecting Customer Materials or any part thereof (collectively an "Order'), Recall is e~ressly authorized in
<br />its sole discretion, at Customer's cost, to obey and comply with the Order, without the necessity of inquiring whether such court or agency had jurisdiction or any other matter affecting the validity ot
<br />the Order. Recall shall not be liable to Customer or any third party by reason of compliance with any Order, notwithstanding that the Order may subsequently be reversed, modified or vacated.
<br />Recall will use all reasonable efforts to provide Customer with prompt wntten notice of the receipt of any Order to allow Customer an opportunity to protect its interest.
<br />8. Limited WarranN: Customer agrees that Recall's responsibility to Customer under this Agreement is limited to the ettercise 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, W ITH RESPECT TO ITS SERVICES, INCLUDING, W ITHOUT
<br />LIMITATION, ANY W ARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND RECALL HEREBY DISCLAIMS THE SAME.
<br />9. Limitation of LiabillN: 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 />NON/ITHSTANDING ANYTHING 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, W HETHER IN CONTRACT OR IN TORT, OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, W ITHOUT 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 default under this Agreement upon the occurrence ot any one or more of the following events ("Events of Default"): (a) failure of Customer to pay within
<br />ten (10) days after the inwice date any amounis owed hereunder; (b) Customer's breach of any provision of this Agreemenl other than Section 4 above, which, ii capable of cure, is not cured within
<br />thirty (30) days thereof; (c) Customer becomes insolvent or makes any assignment tor 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 Customers assets. Upon the occurtence of any Event of Default, Recall at its sole discretion may
<br />exercise any and all of lhe 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 />Agreement; 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 pertnitted by this
<br />section. The exercise by Recall of any one or more ot its rights under this Agreement shall not preclude Recall's exercise of any one or more of its other rights or remedies.
<br />77. Limitatlon of Actions: Any claim by Customer with respect to the services to be perfortned by Recall hereunder must be made in writing to Recall within 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 amount due to Recall) may be brought more than one
<br />(1) year after the cause of action has ansen.
<br />12. Indemnlficalion: Customer shall defend, indemnify and hold hartnless 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), irrespective of the theory on which.based.(including, wilhout limitation„negligence oCSMct,liability~tdifectly_or indirectly,arising out of_third_
<br />party claims, demands or actions relating to (a) any claim that Recall's possession or destruction of Customer Materials is unauthorized, (b) Customer's breach of this Agreement; (c) any other
<br />destruction o~ Customer Materials.
<br />13. Force Maleure: Recall shall not be liable for any default or delay in the performance of any ot its obligations under this Agreement if caused, directly or indirectly, by fire, flood, earthquake, the
<br />elements, or other such occurrences; labor disputes, strikes or lockouts; wars, acts oi tertorism, riots or ciHl disorder, accidents or unawidable casualties; interruptions of or delays in transportation
<br />or communications; decisions or requirements, whether valid, invalid, fortnal or intormal, of any govemment, agency, board or official; or any other cause, whether simiiar or dissimilar to those
<br />enumerated herein, beyond Recall's reasonable control.
<br />14. Miscellaneous: (a) No failure or delay by Recal~ to exercise any right or remedy hereunder shall operate as a waiver thereof. (b) This Agreement shall be govemed by the laws of the State of
<br />Georgia, without regard to its principles of conFlicts of law. (c) Except as prodded in Section 1 above, this Agreement supersedes all prior discussions and agreements between the parties with
<br />respect.to the subject matter hereof, and contains the sole and entire agreement between the parties with respect to the matters cooered hereby. (d) This Agreement may nol be modified or
<br />amended except by a separate instrument in writing signed by the parties. (e) If any provision of this Agreement is held by a court ot competent jurisdiction to be invalid, wid or unenforceable, the
<br />remainder of the pro~isions hereof shall remain in full force and effect. (f) Except as othervvise provided in this Agreement, all notices under this Agreement shall be in writing and delivered
<br />personally or sent by pre-paid, first class, certified or registered air mail, retum receipt requested.
<br />Certificate of DestrucNon
<br />This is to certify that Recall Secure Destruction Services, Inc. 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 destrucNon. It is further
<br />certified that these materials were destroyed pursuant to Recall's standard security and operating procedures
<br />
|