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DocuSign Envelope ID: 9A9DFCD4-6566-4FAF-A840-81198DF04AC1
<br />TERMS AND CONDITIONS
<br />Stericycle, Inc., a Delaware corporation, with offices at 2355 Waukegan Rd.,
<br />Bannockburn, IL 60015 (collectively, "Stericycle"), and Lost Dreams Tattoo
<br />And Piercing with offices at 5920 Pacific Ave -Stockton -CA -9520747 4
<br />("Customer"), hereby enter into and agree as provided in this Services
<br />Agreement (the "Agreement') dated as of the 1 day of October, 2= (the
<br />"Effective Date).
<br />1. Services. (a) Stericycle will provide Customer the services set forth on page 1
<br />of this Agreement (the "Services') which are incorporated herein and made a
<br />part of this Agreement (b) The current version of the Stericycle Waste
<br />Acceptance Policy ("WAP' is attached. Stericycle may periodically update the
<br />WAP. Customer shall comply with the WAP applicable to the Services. (c)
<br />Customer shall be liable for and shall indemnify, defend and hold harmless
<br />Stericycle from and against all demands, claims, actions, losses, damages, and
<br />expenses, including reasonable attorney fees, resulting from any
<br />Non -Conforming Waste (as defined in the WAP) or Customer's failure to
<br />properly store, package, label, or segregate RMW. (d) During the Term,
<br />Stericycle shall be the exclusive provider of the Services to Customer at all of its
<br />locations, and Customer shall use no other regulated medical waste ("RMW")
<br />disposal service, method or service provider, whether at the service location(s)
<br />set forth herein or at any other current or future location(s) of Customer. (e)
<br />Stericycle may bill additional charges for each non-compliant container
<br />(including overweight containers; containers holding Non -Conforming Waste;
<br />and containers where the waste is improperly segregated or packaged) provided
<br />by Customer.
<br />2. Term of this Agreement. (a) The initial term of this Agreement (the "IniU
<br />Term') will begin on the Effective Date set forth above and continue for tiQ
<br />months.. This Agreement will automatically renew for successive terms of Ik
<br />same duration (each, an `Extension Term'), unless either party gives the other
<br />party at least 60 days' written notice, prior to the renewal date, of its request to
<br />terminate this Agreement. The Initial Term and each Extension Term, if any, are
<br />collectively referred to as the "Term ".(b) Upon the expiration or termination of
<br />this Agreement, Customer shall pay Stericycle all amounts due for services and
<br />products provided prior to the expiration or termination (and any other amounts
<br />due to Stericycle, which may include a final pickup fee). (c) Stericycle shall
<br />have the right to retrieve its Equipment (defined below) from Customer
<br />wherever located
<br />3. Pricing. Customer shall pay to Stericycle the service fees and surcharges as
<br />set forth on page 1 (collectively "Service Fees'). Stericycle reserves the right, in
<br />its sole discretion, to increase the amount of each Service Fee or adjust or add a
<br />surcharge from time to time. Stericycle will provide notice of any new
<br />surcharges to Customer, which notice may be included on an invoice.
<br />Notwithstanding any provision to the contrary, for Customers with transactional
<br />pricing models, Customer shall pay the No Waste Charge if Customer declines
<br />or cancels a scheduled service or if Customer's location is closed during a
<br />scheduled service. Customer shall pay the Minimum Pickup Charge for service
<br />where the total container and stop fees are less than the Minimum Pickup
<br />Charge. For Customers with subscription -based pricing models, for services
<br />rendered beyond the stated quantities, the total charge will increase based on the
<br />amount of units serviced at the applicable additional container rate, extra
<br />material unit rate or the current Stericycle standard list price. Customer agrees to
<br />pay ancillary charges according to the then -current Schedule of Ancillary
<br />Charges at www.stericycle.com ("Schedule"), which is incorporated by
<br />reference as if fully set forth herein and is subject to change from time to time in
<br />Stericycle's discretion.
<br />4. Payment Terms. (a) Customer shall pay in full each Stericycle invoice within
<br />30 days of the date of such invoice by ACH or other agreed upon means. Any
<br />invoiced amounts not received by Stericycle within that timeframe will be
<br />subject to a late fee of 1.5% per month (or the maximum amount allowed by
<br />law). Customer shall reimburse Stericycle for all costs that it incurs in collecting
<br />overdue amounts from Customer. Stericycle may, with notice, suspend services
<br />until any overdue amounts (plus interest charges and collection fees, if any) are
<br />paid. Customer shall also pay all taxes imposed by any governmental authority
<br />with respect to the purchase of any services and products hereunder, including
<br />all sales, use, excise, occupation, franchise and similar taxes and tax -like fees
<br />and charges (but excluding all taxes on Stericycle's net income). Stericycle will
<br />cooperate with Customer to determine the applicability of exemption
<br />certificates, if any, that Customer provides in a timely manner to Stericycle. (b)
<br />Stericycle shall submit invoices to Customer in accordance with Stericycle's
<br />standard billing process. Stericycle shall not be required to adopt Customer's
<br />billing process or to use Customer's preferred billing portal. If Stericycle agrees
<br />to depart from its standard billing process (which is entirely within Stericycle's
<br />discretion), such agreement may be made provided that: (i) Customer agrees to
<br />pay a billing surcharge; (ii) Customer reimburses Stericycle for all fees or other
<br />costs payable for the use of Customer's portal; and/or (iii) Customer agrees to
<br />any other reasonable requirements of Stericycle related to the use of
<br />non-standard billing processes.
<br />5. Early Termination. In the event that Customer terminates this Agreement
<br />prior to the expiration of the Term other than as set forth in Section 6
<br />Customer shall promptly pay Stericycle (a) all unpaid invoices and any late
<br />charges thereon; and (b) an amount equal to 50% of Customer's average
<br />monthly charge multiplied by the number of months (including any partial
<br />months) remaining until the expiration date of the Term.
<br />6. Default and Early Termination for Cause. Either party may immediately
<br />terminate this Agreement, in whole or in part, upon written notice to the other
<br />party if the other party breaches any material provision of this Agreement and
<br />fails to cure such breach within thirty (30) days following receipt of written
<br />notice of such breach. Documented service or performance deficiencies by
<br />Stericycle or nonpayment by Customer of amounts rightfully owed to
<br />Stericycle or Customer's failure to comply with Stericycle polices related to the
<br />Services shall constitute a material breach.
<br />7. Limitation of Liability. In no event shall either party be liable for any
<br />indirect, exemplary, punitive, special, incidental or consequential damages, or
<br />lost profits, lost revenue, lost business opportunities or the cost of substitute
<br />items or services under or in connection with this Agreement.
<br />8. Compliance Materials; Confidentiality. To the extent that Stericycle
<br />provides Customer with electronic or printed materials ("Compliance Materials
<br />'), it provides these subject to a limited license to Customer to use Compliance
<br />Materials for its own, non- commercial use. Stericycle may revoke this license
<br />at any time. Customer may not copy or distribute Compliance Materials or use
<br />or republish Compliance Materials for or to any third party or audience.
<br />Customer agrees to return all Compliance Materials to Stericycle at
<br />Customer's expense at the expiration or termination of this Agreement
<br />Stericycle may charge Customer a fee for failure to return Compliance
<br />Materials. Customer agrees to not disclose to any third parties Stericycle
<br />pricing, policies and procedures. Customer agrees to not disclose to any third
<br />parties Stericycle pricing, policies and procedures. Stericycle will keep
<br />confidential all Customer confidential information provided to Stericycle in
<br />connection with this Agreement and will use the same solely for the purposes
<br />provided in this Agreement As used herein., `confidential information" means
<br />any information provided to Stericycle in confidence that relates to Customer's
<br />property, business and/or affairs, other than (i) information that is or has
<br />become publicly available due to disclosure by Customer or by a third party
<br />having a legal right to make such disclosure and (ii) information previously
<br />known to Stericycle free of any obligation to keep it confidential prior to
<br />receipt of the same from Customer.
<br />9. Compliance with Laws and Policies. Each party shall comply with all
<br />laws, rules and regulations applicable to its performance hereunder, including
<br />anti -corruption and economic and trade sanctions laws. Stericycle and
<br />Customer shall keep adequate books, records and documentation as required
<br />by applicable laws, rules, and regulations pertaining to storage or handling of
<br />RMW and the Services hereunder.
<br />10. Excuse of Performance. Neither party will be responsible if its
<br />performance of any act(s) required hereunder (other than the payment of any
<br />amounts due) is interrupted or delayed due to any reason beyond its reasonable
<br />control.
<br />11. Equipment. Customer shall have the care, custody and control of any
<br />containers and other equipment owned by Stericycle and placed at Customer's
<br />premises ("Equipment") and accepts responsibility and liability for the
<br />Equipment and its contents. Any damage or loss to such Equipment, other than
<br />normal wear and tear, will be charged to Customer at full replacement value.
<br />12. Waste Brokers. Stericycle reserves the right to deal solely with the
<br />Customer and not with any third party agents of the Customer for all purposes
<br />relating to this Agreement Customer represents and warrants to Stericycle that
<br />it is the medical waste generator and is acting for its own account and not
<br />through a broker or agent. Stericycle shall be entitled to terminate this
<br />agreement and seek all available legal remedies, including but not limited to
<br />liquidated damages, in the amount set forth herein for Customer's breach of
<br />this representation and warranty.
<br />13. Miscellaneous. (a)This Agreement constitutes the entire agreement
<br />between the parties relating to the subject matter of this Agreement and
<br />supersedes any prior agreements and arrangements between the parties. (b)
<br />This Agreement may be modified only by a written amendment signed by an
<br />authorized representative of each party. (c) This Agreement shall be binding
<br />upon and inure to the benefit of the parties hereto and their respective
<br />successor, and permitted assigns, legal representatives and heirs; provided,
<br />however, that Customer may not assign its rights or delegate its obligations
<br />under this Agreement without the prior written consent of Stericycle. (d)
<br />Stericycle's relationship with Customer is that of an independent contractor,
<br />and nothing in this Agreement shall be construed to designate Stericycle as an
<br />employee, agent or partner of or a joint venture with Customer. (e) Any dispute
<br />arising in connection with or relating to this Agreement or between the parties
<br />("Disputes") that the parties are unable to resolve informally, such as via
<br />discussion and negotiation between the parties, shall solely and exclusively be
<br />resolved by binding and final arbitration before the American Arbitration
<br />
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