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DocuSign Envelope ID:9A9DFCD4-6565-4FAF-A840-81198DF04AC1
<br /> TERMS AND CONDITIONS
<br /> Stericycle,Inc., a Delaware corporation,with offices at 2355 Waukegan Rd., 5.Early Termination.In the event that Customer terminates this Agreement
<br /> Bannockburn, IL 60015 (collectively, "Stericycle"), and Lost Dreams Tattoo prior to the expiration of the Term other than as set forth in Section 6
<br /> And Piercing with offices at 5920 Pacific Ave_Stockton-CA 952074704 Customer shall promptly pay Stericycle(a)all unpaid invoices and any late
<br /> ("Customer"), hereby enter into and agree as provided in this Services charges thereon; and(b)an amount equal to 50% of Customer's average
<br /> Agreement (the "Agreement') dated as of the 1 day of October, 2=(the monthly charge multiplied by the number of months (including any partial
<br /> "Effective Date). months)remaining until the expiration date of the Term.
<br /> 1.Services.(a)Stericycle will provide Customer the services set forth on page 1 6.Default and Early Termination for Cause.Either party may immediately
<br /> of this Agreement(the"Services')which are incorporated herein and made a terminate this Agreement,in whole or in part,upon written notice to the other
<br /> part of this Agreement (b) The current version of the Stericycle Waste party if the other party breaches any material provision of this Agreement and
<br /> Acceptance Policy("WAP is attached.Stericycle may periodically update the fails to cure such breach within thirty(30)days following receipt of written
<br /> WAP. Customer shall comply with the WAP applicable to the Services. (c) notice of such breach. Documented service or performance deficiencies by
<br /> Customer shall be liable for and shall indemnify, defend and hold harmless Stericycle or nonpayment by Customer of amounts rightfully owed to
<br /> Stericycle from and against all demands,claims,actions,losses,damages,and Stericycle or Customer's failure to comply with Stericycle polices related to the
<br /> expenses, including reasonable attorney fees, resulting from any Services shall constitute a material breach.
<br /> Non-Conforming Waste (as defined in the WAP) or Customer's failure to 7. Limitation of Liability. In no event shall either party be liable for any
<br /> properly store, package, label, or segregate RMW. (d) During the Term, indirect,exemplary,punitive,special,incidental or consequential damages,or
<br /> Stericycle shall be the exclusive provider of the Services to Customer at all of its lost profits,lost revenue,lost business opportunities or the cost of substitute
<br /> locations,and Customer shall use no other regulated medical waste("RMW") items or services under or in connection with this Agreement.
<br /> disposal service,method or service provider,whether at the service location(s) 8. Compliance Materials; Confidentiality. To the extent that Stericycle
<br /> set forth herein or at any other current or future location(s)of Customer. (e) provides Customer with electronic or printed materials("Compliance Materials
<br /> Stericycle may bill additional charges for each non-compliant container '),it provides these subject to a limited license to Customer to use Compliance
<br /> (including overweight containers; containers holding Non-Conforming Waste; Materials for its own,non-commercial use.Stericycle may revoke this license
<br /> and containers where the waste is improperly segregated or packaged)provided at any time.Customer may not copy or distribute Compliance Materials or use
<br /> by Customer. or republish Compliance Materials for or to any third party or audience.
<br /> 2.Term of this Agreement.(a)The initial term of this Agreement(the"Initial Customer agrees to return all Compliance Materials to Stericycle at
<br /> Term')will begin on the Effective Date set forth above and continue for tiQ Customer's expense at the expiration or termination of this Agreement
<br /> months.. This Agreement will automatically renew for successive terms of Jk Stericycle may charge Customer a fee for failure to return Compliance
<br /> same duration(each,an"Extension Term'),unless either party gives the other Materials. Customer agrees to not disclose to any third parties Stericycle
<br /> party at least 60 days'written notice,prior to the renewal date,of its request to pricing,policies and procedures.Customer agrees to not disclose to any third
<br /> terminate this Agreement.The Initial Term and each Extension Term,if any,are parties Stericycle pricing, policies and procedures. Stericycle will keep
<br /> collectively referred to as the"Term".(b)Upon the expiration or termination of confidential all Customer confidential information provided to Stericycle in
<br /> this Agreement,Customer shall pay Stericycle all amounts due for services and connection with this Agreement and will use the same solely for the purposes
<br /> products provided prior to the expiration or termination(and any other amounts provided in this Agreement As used herein.,"confidential information"means
<br /> due to Stericycle,which may include a final pickup fee). (c) Stericycle shall any information provided to Stericycle in confidence that relates to Customer's
<br /> have the right to retrieve its Equipment (defined below) from Customer property, business and/or affairs, other than (i) information that is or has
<br /> wherever located become publicly available due to disclosure by Customer or by a third party
<br /> 3.Pricing.Customer shall pay to Stericycle the service fees and surcharges as having a legal right to make such disclosure and(ii)information previously
<br /> set forth on page 1(collectively"Service Fees').Stericycle reserves the right,in known to Stericycle free of any obligation to keep it confidential prior to
<br /> its sole discretion,to increase the amount of each Service Fee or adjust or add a receipt of the same from Customer.
<br /> surcharge from time to time. Stericycle will provide notice of any new 9. Compliance with Laws and Policies. Each party shall comply with all
<br /> surcharges to Customer, which notice may be included on an invoice. laws,rules and regulations applicable to its performance hereunder,including
<br /> Notwithstanding any provision to the contrary,for Customers with transactional anti-corruption and economic and trade sanctions laws. Stericycle and
<br /> pricing models,Customer shall pay the No Waste Charge if Customer declines Customer shall keep adequate books,records and documentation as required
<br /> or cancels a scheduled service or if Customer's location is closed during a by applicable laws,rules,and regulations pertaining to storage or handling of
<br /> scheduled service.Customer shall pay the Minimum Pickup Charge for service RMW and the Services hereunder.
<br /> where the total container and stop fees are less than the Minimum Pickup 10. Excuse of Performance. Neither party will be responsible if its
<br /> Charge. For Customers with subscription-based pricing models, for services performance of any act(s)required hereunder(other than the payment of any
<br /> rendered beyond the stated quantities,the total charge will increase based on the amounts due)is interrupted or delayed due to any reason beyond its reasonable
<br /> amount of units serviced at the applicable additional container rate, extra control.
<br /> material unit rate or the current Stericycle standard list price.Customer agrees to 11. Equipment. Customer shall have the care, custody and control of any
<br /> pay ancillary charges according to the then-current Schedule of Ancillary containers and other equipment owned by Stericycle and placed at Customer's
<br /> Charges at www.stericycle.com ("Schedule"), which is incorporated by premises ("Equipment") and accepts responsibility and liability for the
<br /> reference as if fully set forth herein and is subject to change from time to time in Equipment and its contents.Any damage or loss to such Equipment,other than
<br /> Stericycle's discretion. normal wear and tear,will be charged to Customer at full replacement value.
<br /> 4.Payment Terms.(a)Customer shall pay in full each Stericycle invoice within 12. Waste Brokers. Stericycle reserves the right to deal solely with the
<br /> 30 days of the date of such invoice by ACH or other agreed upon means.Any Customer and not with any third party agents of the Customer for all purposes
<br /> invoiced amounts not received by Stericycle within that timeframe will be relating to this Agreement Customer represents and warrants to Stericycle that
<br /> subject to a late fee of 1.5%per month(or the maximum amount allowed by it is the medical waste generator and is acting for its own account and not
<br /> law).Customer shall reimburse Stericycle for all costs that it incurs in collecting through a broker or agent. Stericycle shall be entitled to terminate this
<br /> overdue amounts from Customer.Stericycle may,with notice,suspend services agreement and seek all available legal remedies,including but not limited to
<br /> until any overdue amounts(plus interest charges and collection fees,if any)are liquidated damages,in the amount set forth herein for Customer's breach of
<br /> paid.Customer shall also pay all taxes imposed by any governmental authority this representation and warranty.
<br /> with respect to the purchase of any services and products hereunder,including 13. Miscellaneous. (a)This Agreement constitutes the entire agreement
<br /> all sales,use,excise,occupation,franchise and similar taxes and tax-like fees between the parties relating to the subject matter of this Agreement and
<br /> and charges(but excluding all taxes on Stericycle's net income).Stericycle will supersedes any prior agreements and arrangements between the parties. (b)
<br /> cooperate with Customer to determine the applicability of exemption This Agreement may be modified only by a written amendment signed by an
<br /> certificates,if any,that Customer provides in a timely manner to Stericycle.(b) authorized representative of each party.(c)This Agreement shall be binding
<br /> Stericycle shall submit invoices to Customer in accordance with Stericycle's upon and inure to the benefit of the parties hereto and their respective
<br /> standard billing process. Stericycle shall not be required to adopt Customer's successors and permitted assigns, legal representatives and heirs; provided,
<br /> billing process or to use Customer's preferred billing portal.If Stericycle agrees however,that Customer may not assign its rights or delegate its obligations
<br /> to depart from its standard billing process(which is entirely within Stericycle's under this Agreement without the prior written consent of Stericycle. (d)
<br /> discretion),such agreement may be made provided that:(i)Customer agrees to Stericycle's relationship with Customer is that of an independent contractor,
<br /> pay a billing surcharge;(ii)Customer reimburses Stericycle for all fees or other and nothing in this Agreement shall be construed to designate Stericycle as an
<br /> costs payable for the use of Customer's portal;and/or(iii)Customer agrees to employee,agent or partner of or a joint venture with Customer.(e)Any dispute
<br /> any other reasonable requirements of Stericycle related to the use of arising in connection with or relating to this Agreement or between the parties
<br /> non-standard billing processes. ("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
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