|
i
<br /> 1. Agreement: Recall Secure Destruction Services, Inc: ("Recall") may provide to the Customer identified on the invoice on the reverse side of this document certain
<br /> secure destruction services with respect to Customer's documents, records and other confidential materials ("Customer Materials"). By tendering materials to Recall for
<br /> destruction or other related services by Recall you accept these terms and conditions; provided that if Recall and Customer have entered into a seF°ardte ~wd`ten ~
<br /> agreement ("Services Agreement"), executed in writing by both parties, then the terms and conditions of the Services Agreement shall control and these General Terms
<br /> and Conditions shall be null and void.. Except as provided in the immediately preceding sentence, any terms in any documents from Customer that are different or
<br /> additional to those contained in these General Terms and Conditions are objected to and rejected, are deemed to materially alter these terms, and will not become part ~
<br /> of this Agreement.
<br />
<br /> 2. Services: Recall agrees to: (a) furnish containers to Customer at the locations as may be agreed by the parties from time to time, to be used exclusivelyfor the deposit
<br />
<br /> of confidential materials of Customer ("Customer Materials"), and (b) collect the Customer Materials from the containers in material accord with Recall's schedules, which
<br /> may be modified from time to time upon notice to Customer and (c) cause the Customer Materials to be destroyed by shredding equipment so as to render the contents
<br /> unreadable, all in material accord with Recall's standard operating procedures as modified in Recall's sole discretion from time to time. If requested by Customer, Recall ~
<br />
<br /> shall provide a Certificate of Destruction along with Customer's invoice.
<br />
<br /> 3. Fees: All fees shall be in accordance with Recall's standard pricing methodology and rates.
<br />
<br /> 4. Payments: All amounts due under this Agreement will be invoiced monthly in arrears and will be due and payable upon within ten (10) days after the invoice date.
<br /> Customer shall also pay all applicable federal, state, local, use and other taxes relating to this Agreement or any services or products provided hereunder, excluding only
<br />
<br /> taxes based on Recall's net income. Any amounts payable hereunder which are not paid when due shall thereafter bear interest at the rate of one and one-half percent
<br /> (1.5%) per month or the maximum amount permitted by applicable law, whichever is less. If any payment due Recall is collected at law, or through an attorney-at-law or
<br /> under advice therefrom, or through a collection agency, Customer agrees to pay all costs of collection, including, without limitation, all court costs and reasonable
<br /> attorneys' fees.
<br /> 5. Containers and Materials: Recall shall at all times retain title to and all rights of possession of the containers. Recall's containers shall not be used by Customer for
<br />
<br /> the disposal of other types 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
<br /> hazardous or toxic materials, or metals, solids, or other materials that could damage or contaminate Recall's containers, vehicles or equipment, or cause injury or death to
<br /> any of its employees or agents. Recall may remove the containers, along with any Customer Materials contained therein, upon any termination or expiration of this
<br />
<br /> Agreement. Recall shall have title to and all rights of possession to the Customer Materials following its destruction, including, without limitation, the right to recycle such
<br /> material. Customer shall (a) maintain Recall's containers in a secure location that is readily and safely accessible to Recall personnel and equipment and (b) exercise
<br /> reasonable care to avoid theft, vandalism or other damage or loss to the containers. In no event shall Recall be responsible or liable to Customer for any theft of Customer
<br /> Materials from the containers which are on Customer's premises. Customer shall reimburse Recall the cost to repair or replace any of Recall's containers that are lost,
<br /> stolen, or damaged. After delivery of the containers to Customer, Customer shall be responsible for safekeeping the keys to Recall's containers. If the keys are lost or not
<br /> returned with the containers, Customer shall pay Recall's then- current replacement fee for each key that is lost or not returned.
<br /> 6. Confidentiality: Recall will use commercially reasonable efforts and means to hold confidential all information obtained by it with respect to Customer and the
<br /> Customer Materials, and not to use such confidential information other than in the performance of the Services and the exercise of Recall's rights pursuant to this
<br />
<br /> Agreement.
<br /> 7. Subpoena of Materials: Notwithstanding anything in Section 6 or any other provision in this Agreement, if any Customer Materials are subpoenaed pursuant to an
<br /> order of any court, or any other order, judgment or decree is made or entered by any court or governmental agency affecting Customer Materials or any part thereof
<br /> (collectively an "Order"), Recall is expressly authorized in its sole discretion, at Customer's cost, to obey and comply with the Order, without the necessity of inquiring
<br /> whether such court or agency had jurisdiction or any other matter affecting the validity of the Order. Recall shall not be liable to Customer or any third party by reason of
<br /> compliance with any Order, notwithstanding that the Order may subsequently be reversed, modified or vacated. Recall will use all reasonable efforts to provide Customer
<br /> with prompt written notice of the receipt of any Order to allow Customer an opportunity to protect its interest.
<br /> 8. Limited Warranty: Customer agrees that Recall's responsibility to Customer under this Agreement is limited to the exercise of ordinary care. EXCEPT AS PROVIDED
<br /> IN THIS SECTION, RECALL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, WITH
<br /> RESPECT TO ITS SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
<br /> RECALL HEREBY DISCLAIMS THE SAME.
<br /> 9. Limitation of Liability: 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
<br /> Customer's first claim. NOTWITHSTANDING ANYTHING IN THE PRECEDING SENTENCE OR ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT
<br /> SHALL RECALL BE LIABLE TO CUSTOMER OR ANY OTHER PERSON, WHETHER IN CONTRACT OR IN TORT, OR UNDER ANY OTHER LEGAL THEORY
<br /> (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) FOR LOST PROFITS OR REVENUES, LOSS OF USE OR SIMILAR ECONOMIC LOSS,
<br /> OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILARDAMAGESARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
<br /> THE SERVICES TO BE PROVIDED HEREUNDER, OR FOR ANY CLAIM MADE AGAINST CUSTOMER BY ANY OTHER PERSON, EVEN IF RECALL HAS BEEN
<br /> ADVISED OF THE POSSIBILITY OF SUCH CLAIM.
<br /> 10. Events of Default: Customer shall be in default under this Agreement upon the occurrence of any one or more of the following events ("Events of Default"): (a) failure
<br /> of Customer to pay within ten (10) days after the invoice date any amounts owed hereunder; (b) Customer's breach of any provision of this Agreement other than Section 4
<br /> above, which, 'rf capable of cure, is not cured within thirty (30) days thereof; (c) Customer becomes insolvent or makes any assignment for the benefit of its creditors; (d)
<br /> any proceeding is instituted by or against Customer under any bankruptcy or similar laws for the relief of debtors; or (e) the appointment of any trustee or receiver for any of
<br /> Customer's 2ssets. Upon the occurrence of any Event of Default, Recall at its sole discretion may exercise any and all of the following remedies: (i) refuse to provide
<br /> further services until the Event of Defauit is cured; (ii) terminate this Agreement; (iii) recover ail damages suffered under this Agreement; and (iv) such other rights and
<br /> 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 section. The
<br /> exercise by Recall of any one or more of its rights under this Agreement shall 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 within 30 days after
<br /> Customer became aware 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
<br /> amount due to Recall) may be brought more than one (1) year after the cause of action has arisen.
<br /> 12. Indemnification: Customer shall defend, indemnify and hold harmless Recall, its affiliates and their respective officers, directors, employees and agents against any
<br /> liability, cost or expense (including court costs and reasonable attorneys' fees), irrespective of the theory on which based (including, without limitation, negligence or strict
<br /> liability), directly or indirectly arising out of third party claims, demands or actions relating to (a) any claim that Recall's possession or destruction of Customer Materials is
<br /> unauthorized, (b) Customer's breach of this Agreement, (c) any other destruction of Customer Materials.
<br /> 13. Force Maieure: Recall shall not be liable for any default or delay in the performance of any of its obligations under this Agreement if caused, directly or indirectly, by
<br /> fire, flood, earthquake, the elements, or other such occurrences; labor disputes, strikes or lockouts; wars, acts of terrorism, riots or civil disorder; accidents or unavoidable
<br /> n • decisions or re uirements whether valid, invalid, formal or informal, of any government, agency,
<br /> asualties• interru lions of or dela sin trans ortation or communicatio s, q
<br /> c p y p
<br /> board or official; or any other cause, whether similar or dissimilar to those 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 shall be governed by
<br /> the laws of the State of Georgia, without regard to its principles of conflicts of law. (c) Except as provided in Section 1 above, this Agreement supersedes all prior
<br /> discussions and agreements between the parties with respect to the subject matter hereof, and contains the sole and entire agreement between the parties with respect to
<br /> the matters covered hereby. (d) This Agreement may not be modified or amended except by a separate instrument in writing signed by the parties. (e) If any provision of
<br /> this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect.
<br /> (f) Except as otherwise provided in this Agreement, all notices under this Agreement shall be in writing and delivered personally or sent by pre-paid, first class, certified or
<br /> registered air mail, return receipt requested.
<br /> Certificate of Destruction
<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 destruction. It is further
<br /> certified that these materials were destroyed pursuant to Recall's standard security and operating procedures
<br /> _ _
<br />
<br />
|