TERMS AND CONDITIONS
APPLICABILITY. These terms and conditions (these “Terms,” and together with the Service Agreement, if any, this “Agreement”) govern the provision of Services (defined below) by One Guys Trash Waste services (“One Guys Trash”) to you, One Guys Trash’s Customer (“Customer,” “you,” “your,” and, together with One Guys Trash, the “Parties”). No edit, addition, strikeout or other modification to these Terms shall be effective unless signed by both Parties. These Terms supersede all other agreements, including any of your general terms and conditions, regardless of whether or when you communicated them to One Guys Trash. Your acceptance of One Guys Trash’s Services shall constitute acceptance of this Agreement, including these Terms. If these Terms conflict with the Service Agreement, the Service Agreement will control any such conflict.
TERM. This Agreement shall remain in effect during the term specified in the Service Agreement, Residential Curbside and Door Service only, the Term shall be the current calendar month, and shall automatically renew for additional Terms of 1 month each unless either Party gives written notice of termination before the Term expires.
SERVICES. You grant to One Guys Trash the exclusive right to provide you with the services described in the Service Agreement and any other services mutually agreed to by the Parties (the “Services”) during the Term. One Guys Trash shall have a right of first refusal to match any offer relating to services similar to those provided hereunder upon termination of this Agreement, and you shall give One Guys Trash prompt written notice of any such offer and a reasonable opportunity to respond to it.
ONE GUYS TRASH’S PLEDGE TO YOU. One Guys Trash will perform the Services using its equipment and personnel in a professional manner. If One Guys Trash fails to perform as required in this Agreement, you may terminate this Agreement unless One Guys Trash cures the failure within 10 business days after receipt of your written notice.
PAYMENT AND FEES. For Residential Curbside and Door Service only, you also agree to pay all container management and other fees posted from time to time to One Guys Trash. If One Guys Trash does not receive your payment by the due date, One Guys Trash may suspend performance of all Services until payment has been made in full. One Guys Trash may increase its fees from time to time during the Term to reflect increases in the Consumer Price Index, and to account for any increase in transportation, fuel, or disposal costs; any change to the characteristics of your Waste; any change in law; or any cost increase due to circumstances beyond One Guys Trash’s control. One Guys Trash will not increase its fees during the Term for other reasons without your consent, which may be indicated in writing, verbally, or through the Parties’ actions. One Guys Trash may increase its fees for any reason at the start of a new Term.
ACCESS. You will ensure that your premises are accessible and, in a condition to allow One Guys Trash to enter and perform the Services. You represent, warrant and covenant that the surfaces on your premises will be sufficient to bear the weight of One Guys Trash’s equipment and vehicles, and you accept all risk of damage and release One Guys Trash from all claims and damages that may arise from One Guys Trash entering your premises to perform Services (e.g., damage to driveway, pavement, curbs, lawns, etc.).
WASTE ACCEPTANCE. You represent, warrant and covenant that all of the materials that you provide to One Guys Trash or place in One Guys Trash’s equipment (“Waste”) (i) will not contain any hazardous, radioactive, infectious, or toxic waste or substance that is inappropriate for disposal at a municipal solid waste landfill, and (ii) will not contain any material that One Guys Trash designates as unacceptable in the Service Agreement or on One Guys Trash’s website located at OneGuysTrash.com, in each case as may be amended from time to time in One Guys Trash’s sole discretion. Waste which meets these requirements shall be “Acceptable Waste” unless One Guys Trash designates otherwise. Waste which does not meet these requirements (whether in One Guys Trash’s possession or otherwise), including any other Waste that may be comingled within the same container, shall be considered “Unacceptable Waste.” One Guys Trash reserves the right to deem certain special Waste streams (e.g., industrial process waste, demolition waste, contaminated soils, etc.) as Unacceptable Waste unless approved by One Guys Trash as Acceptable Waste on a case by case basis, based on the specific characteristics of the Waste determined by One Guys Trash in its sole discretion.
WASTE REJECTION. One Guys Trash shall have the right, but not the obligation, to (i) refuse or reject any Waste at any time and at One Guys Trash’s sole discretion, and (ii) inspect all vehicles and containers of Waste. Title to any and all Unacceptable Waste shall remain with you at all times.
TERMINATION. One Guys Trash may terminate this Agreement upon notice to you if you: (i) fail to pay any amount when due under this Agreement; (ii) are in default of any obligation in this Agreement, in whole or in part; or (iii) become insolvent, file a petition for bankruptcy or commence or have commenced against you proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. You may terminate this Agreement if One Guys Trash is in default of any obligation in this Agreement and such default remains uncured for 10 business days after receipt of your written notice of the default. If you terminate this Agreement prior to the expiration of any Term for any reason other than One Guys Trash’s default, or if One Guys Trash terminates this Agreement under this paragraph, you agree to pay the most recent monthly charges.
INDEMNITY. You agree to indemnify, hold harmless, and defend One Guys Trash from and against any and all costs, damages, or liability One Guys Trash or its subsidiaries may incur as a result of bodily injury (including death), property damage, or violation or alleged violation of law, arising out of or in connection with (i) any Unacceptable Waste, (ii) your breach of this Agreement, or (iii) your negligent acts or omissions or willful misconduct. The indemnification obligations stated in this paragraph survive the termination of this Agreement.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF USE, REVENUE OR PROFIT; DIMINUTION IN VALUE; OR FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES. IN NO EVENT SHALL ONE GUYS TRASH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ONE GUYS TRASH PURSUANT TO THIS AGREEMENT IN THE 3-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
LIMITATION ON WARRANTY. EXCEPT AS EXPRESSLY STATED HEREIN, ONE GUYS TRASH MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES.
MISCELLANEOUS. This Agreement shall be governed by the laws of the State of Massachusetts. No waiver of a breach shall be construed to be a waiver of any prior or succeeding breach of the same obligation or of any other obligation. No modification, release, discharge or waiver of any provision or obligation hereof shall be effective unless in writing signed by all Parties. If any provision of this Agreement is held unenforceable, this Agreement shall remain in effect and be construed without regard to such provision. This Agreement constitutes the entire understanding between the Parties, replacing and amending any prior agreements, and shall be binding upon all Parties, their successors and assigns. One Guys Trash is an independent contractor, and is not an agent, nor an authorized representative of Customer. All notices shall be considered as having been given upon: (i) receipt if delivered personally or electronically, or (ii) being placed in the mail, postage prepaid addressed to the Party’s address stated in the Service Agreement or to such other address as may be given to the other Party in writing.