Contractor is an independent service provider engaged in the business of collecting, handling, transporting, and recycling Organic Waste Materials. 

Contractor is agreeing to collect, handle, transport, and recycle Organic Waste on the terms and subject to the conditions as set forth in this Agreement entered into hereunder. 

In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 

1. Definitions. As used herein, the following terms will have the meanings set forth below: 

                (a) “Environmental Laws” means all applicable laws and regulations pertaining to solid or hazardous waste, toxic or hazardous substances, pollution, transportation, or protection of human health and safety or the environment, including without limitation, the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. and its state equivalents (“RCRA”), the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq. and its state equivalents (“TSCA”), and the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §§9601 et seq. and its state equivalents (“CERCLA”). 

                (b) “Hazardous Waste” means radioactive, volatile, corrosive, highly flammable, explosive, infectious, toxic or any type of waste or material listed or characterized as hazardous by the United States Environmental Protection Agency or by any state agency pursuant to CERCLA, the Solid Waste Disposal Act, as amended by the RCRA, or by any other applicable federal or state law. 

                (c) “Laws” means all present and future federal, state, and local laws, regulations, rules, orders and ordinances, including, but not limited to, all Environmental Laws, laws related to highway traffic and safety, minimum wage laws, equal employment and nondiscrimination laws, and laws, regulations, rules, orders and ordinances regulating the operation of recycling facilities for the recycling of Waste Materials. 

                (d) “Organic Waste” means biodegradable waste that originates from plant sources, including but not limited to garden waste, food waste, fruits and vegetables, napkins and paper towels. 

                (e) “Prohibited Materials” means: (i) any Special Waste not expressly approved in writing by Contractor, and (ii) any materials or substances that are hazardous, toxic, explosive, flammable, radioactive, infectious, or which cannot lawfully be disposed of (as defined in the RCRA), including without limitation, (A) any material considered a “hazardous waste” under the RCRA, (B) PCBs, (C) asbestos, (D) diesel fuel, gasoline, or other petroleum products or hydrocarbons, (E) medical waste, (F) any other material or substance that is hazardous or toxic pursuant to, and which would form the basis of any claim under, any Environmental Laws, and (G) any Waste Materials contaminated by, mixed with or containing Prohibited Materials. 

                (f) “Special Waste” means used tires, construction and demolition (C&D) materials, and materials recognized as “universal waste” or as “special waste” under Environmental Laws. 

                (g) “Waste Materials” means non-hazardous solid waste and recyclable materials, including Organic Waste but excluding any Prohibited Materials. 

2. Structure of Agreement. This Agreement sets forth the terms and conditions pursuant to which the Parties may enter, which will set forth the types of Organic Waste to be serviced, the locations to which Contractor will provide Services (the “Locations”), the frequency at which Contractor will provide the Services at such Locations (the “Frequency”), and the rates for each Location (the “Service Fees”). These terms and conditions may be revised from time to time by Contractor during the Term in accordance with this Agreement.

                (a) Types of Organic Waste: Vegetables, fruits, grains (and their derivatives like bread, pasta and crackers), nuts, seeds, beans, compostable teabags, tea leaves, coffee filters, coffee grounds, compostable bags, napkins and paper towels.

                (b) Locations: Contractor will pick up Organic Waste from the address specified on Client’s online order form. Client will leave bucket(s) on the porch for pickup. Leaving bucket(s) at the street is not recommended due to theft of buckets.

                (c) Frequency: Contractor will pick up Organic Waste from Client Locations on a specified day each week when Contractor is in the area of the Locations.

                (d) Service Fees: Fees for weekly pickup of Organic Waste are $27.00 per month for Monthly Service OR $297.00 per year for Annual Service.

3. Term. Unless earlier terminated as provided herein, the term of this Agreement shall be either (a) Monthly Service - a period of one month commencing on the Effective Date OR (b) Annual Service - a period of one year commencing on the Effective Date, based on Client’s initial order, by clicking the Complete Order button from the website “https://pickup.farmdirtcompost.com/order-now" (the “Initial Term”). Following the Initial Term, this Agreement shall be automatically extended for consecutive one-month OR one-year periods, based on Client’s selection at initial order (each, an “Extended Term” and with the Initial Term and each Extended Term, the “Term”) upon the same terms and conditions as are set forth herein, unless either Party provides notice to the other, not less than 30 days prior to the expiration of the Initial Term or each Extended Term, of its intention not to renew this Agreement. 

4. Services. The Waste Collection Services and the Special Services described in this Section are collectively referred to in this Agreement as the “Services”. 

                (a) Waste Collection Services. Contractor shall collect, handle, transport and recycle the Organic Waste generated by the Client at the Locations, in accordance with the applicable Frequency and for the applicable Service Fees (the “Waste Collection Services”). Unless otherwise stated in writing, Contractor and Client acknowledge that either Contractor or Client will be in control of, and responsible for, the Organic Waste at all times, and will have responsibility for characterizing, manifesting, and managing the Organic Waste. 

                (b) Special Services. Any additional services that may be required by Client from time to time during the Term, other than pursuant to a modification to this Agreement pursuant to Section 2, shall be considered “Special Services”. Special Services will be provided by Contractor only in accordance with an advance written authorization for such Special Services issued by Client and will be billed at the rate agreed to by the Parties. 

                (c) Reporting. As part of the Services, Contractor agrees to provide Client with information on weights of the Organic Waste hauled by Contractor. 

5. Compliance with Law. During the Term, Contractor shall comply with all applicable Laws. Without limiting the generality of the prior sentence, Contractor will handle, load, transport and recycle all Organic Waste in a safe and workmanlike manner. xContractor shall promptly notify Client of any Organic Waste received from Client which is not in compliance with the terms and conditions of this Agreement, including the presence of any Prohibited Materials or Hazardous Waste in the Organic Waste. 

6. Stop Service. Contractor shall not stop or suspend the performance of any Service and shall perform all Services in a timely manner, provided, however, that, if Contractor provides Client with notice that Client has committed a material breach of this Agreement and Client fails to cure a material breach described in such notice within 15 days following Client’s receipt of such written notice, Contractor shall not be prohibited from stopping or suspending service after such 15-day period while the material breach remains uncured. In the event that a material breach remains uncured for more than 30 days following Client’s receipt of such written notice, Contractor may terminate this Agreement in the manner provided in Section 12. In the absence of a material breach by Client and in the event that Contractor shall fail to perform Services at the required Frequency, then, upon notification from Client of such failure, Contractor shall promptly, and in any event within 24 hours after such notice, provide the missed Services. Contractor shall promptly notify Client by phone or e-mail if any Services are not performed on the date and time when scheduled for any reason, whether within or outside of Contractor’s control. The failure of Contractor to provide such missed Services within such 24-hour period will constitute a material breach of this Agreement and, without limiting any of Client’s rights under this Agreement or applicable law, Client shall have the right to terminate this Agreement pursuant to Section 12. Client will not be required to pay Contractor for Services not provided or for periods during which the Services were not provided. Contractor’s repeated failure to perform Services at the required Frequency (regardless of whether such failures are cured in the 24-hour period specified above) will constitute a material breach of this Agreement.

7. Service Fees, Invoicing and Payment. 

                (a) General. The Service Fees and Bucket Reimbursements represent the sole and exclusive compensation due to Contractor under this Agreement. Contractor shall furnish all tools, equipment, materials and supplies (including compostable bags) that are necessary or appropriate to provide the Services and shall be responsible for all disposal and tipping charges and all other fees, costs and expenses. 

                (b) Taxes. Unless otherwise agreed in writing, Contractor shall be solely responsible for all taxes, including sales, county, franchise, state, federal, tariff or any other tax, fee or surcharge of any government authority that may become due and payable as a result of the provision of the Services by Contractor. 

                (c) Invoicing. Invoices will be automatically generated by our system when Payment is automatically charged each month (for Monthly Service) OR each year (for Annual Service).

                (d) Payment. Client’s credit card or debit card will be automatically charged by Contractor on the same date (each month for Monthly Service OR each year for Annual Service) that Client signed up for Services. If Client fails to pay an invoice, Contractor will contact Client to cure such failure by requesting an updated payment method. If Client cannot provide an updated payment method, such failure shall constitute a material breach and Contractor may terminate this Agreement as provided in Section 12. 

8. Organic Waste. 

                (a) The Client(s) have represented and warranted that (i) Organic Waste deposited at the Locations for collection, handling, transportation and recycling by Contractor will consist of agreed upon Organic Waste generated by the Client(s) and (ii) that none of such Organic Waste will include, contain or be intermingled with any Hazardous Waste. 

                (b) Nothing in this Agreement authorizes Contractor to provide Services for Hazardous Waste or any other Prohibited Materials, and Contractor is expressly prohibited under this Agreement from providing the Services for Hazardous Waste or any other Prohibited Materials. Contractor shall not accept for collection, handling, transportation, disposal or recycling from any Client any Organic Waste where Contractors knows, or in the exercise of reasonable care should know, that such Organic Waste includes, contains or are intermingled or mixed with Hazardous Waste or other Prohibited Materials. Contractor shall notify Client immediately upon the discovery that any Hazardous Waste was present in any Organic Waste collected pursuant to this Agreement. 

                (c) Unless otherwise provided in writing, legal title to all materials collected by Contractor shall pass from the Client to Contractor upon collection by Contractor pursuant to this Agreement. 

9. Representations and Warranties. Contractor represents and warrants that it is engaged in the business of providing waste collection services for Organic Waste. Contractor further represents and warrants that it is (a) in full compliance with all applicable federal, state and local laws and (b) fully licensed, permitted, and in good standing to operate in all jurisdictions in which a Location is located. 

10. Insurance. Contractor hereby covenants that it will (i) obtain, comply with, and pay for all applicable permits, licenses, inspection fees and taxes, (ii) obtain, pay for, and maintain at Contractor’s expense insurance in the appropriate amounts of coverage. 

11. Confidentiality. Client acknowledges that it may be furnished with, receive or otherwise have access to information of or concerning Contractor that is confidential or of a proprietary nature, any information concerning the business practices and affairs of Contractor (including pricing components and strategies). Client shall keep such information strictly confidential, not disclose such information to any third party, and use at least the same degree of care as Client employs to avoid unauthorized disclosure of its own information of a similar nature (but no less than reasonable care) to third parties. Upon expiration or termination of this Agreement, Client shall promptly return to Contractor or, if elected by Contractor, destroy all such information remaining in Client’s possession or control. In the event of a breach or threatened breach of Client’s obligations under this Section 11, Contractor shall, in addition to other rights and remedies, be entitled to seek specific performance, injunctive relief and/or other equitable relief from a court of competent jurisdiction, to enforce or prevent violation of such obligations. Client waives any requirement for the posting of bond in any such proceeding. 

12. Termination. 

                (a) Client may terminate this Agreement upon 30 days’ notice to Contractor. Additionally, Client may terminate this Agreement upon 24 hours’ notice to Contractor upon any material breach by Contractor of this Agreement or any breach of Section 9. 

                (b) Contractor may terminate this Agreement if: 

 

                                (i)(A) Client is in material breach of its obligations to pay Contractor for Services in a timely manner as provided in Section 7(d), (B) Contractor notifies Client in writing of such material breach and (C) Client does not cure such material breach following Client’s receipt of such written notice; or

 

                                (ii)(A) Contractor stops or suspends service pursuant to Section 6 due to Client’s material breach, (B) Contractor notifies Client in writing of such material breach and (C) Client does not cure such material breach following Client’s receipt of such written notice.  

13. Miscellaneous. 

                (a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, representations or agreements concerning the subject matter hereof whether written or oral. The provisions contained in this Agreement supersede all previous contracts between Client and Contractor with respect to any of the Locations. 

                (b) Governing Law, Jurisdiction and Venue. This Agreement and the rights, obligations and liabilities of the Parties hereunder shall be construed, interpreted and enforced in accordance with the internal laws of the State of Texas without application of conflict or choice of law principles applicable thereunder. Each Party shall bring any action, suit or proceeding in respect of any claim arising out of or related to this Agreement exclusively in the state and federal courts located in Harris County in the State of Texas. Each Party (i) irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas, (ii) waives any objection to laying venue in any such action or proceeding in such courts, and (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over such Party. Each Party irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. 

                (c) Independent Contractor. It is intended by the Parties to create a relationship of “independent contractor,” and Contractor is not, and will not, become by reason of its performance of the Services under this Agreement, an agent, representative or employee of Client, and no joint enterprise or partnership is intended by this Agreement. Neither Contractor, nor its agents or employees, or the agents and employees of its subcontractors, subsidiaries and affiliates, shall be or become agents, representatives or employees of Client by virtue of this Agreement or any performance hereunder. 

                (d) Subcontracting. Contractor will not subcontract the Services, or any portion of the Services, nor will it engage independent contractors to perform the Services or any portion of the Services, without Client’s prior written consent. Notwithstanding performance of the Services by any subcontractor, Contractor shall remain responsible for performance of the Services and obligations in accordance with this Agreement, including any act or omission of such permitted subcontractor. Contractor shall ensure that its subcontractors comply with all the provisions set forth in this Agreement which are applicable to the provisions of Services. 

                (e) Force Majeure. Neither Contractor nor Client shall be liable for any delay or default in the performance of this Agreement due to Acts of God, strikes, accidents or other causes beyond its control and without its fault or negligence. 

                (f) Headings. The captions set forth herein are for convenience only and do not affect the meaning of any of the terms of this Agreement. 

                (g) No Waiver. No delay or omission by Contractor in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by Contractor on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. 

                (h) Severability. In the case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 

                (i) Amendment. No revisions, marks or notations made to this Agreement shall be valid. This Agreement, once fully executed, may not be modified except in a writing signed by both of the Parties. Notwithstanding the foregoing, the terms of this Agreement shall be deemed effective and controlling in any subsequent dispute, except as otherwise agreed to in a subsequent writing signed by both Parties. 

                (j) Survival. Section 1, Section 7(a), Section 7(b), Section 9, Section 11, Section 13(a), Section 13(b), this Section 13(j), Section 13(n) and any other provision of this Agreement which contemplates performance or observance subsequent to expiration or termination shall survive and continue in full force and effect after the expiration or termination of this Agreement. 

                (k) Notices. All notices, requests, demands and determinations under this Agreement (other than routine operational communications), will be in writing and will be deemed duly given (i) when delivered by hand, (ii) one business day after being given to an express courier with a reliable system for tracking delivery, (iii) when sent by confirmed facsimile or electronic mail. 

                (l) Order of Precedence. In the event of any conflict between the particular provisions of this Agreement and an Amendment entered into hereunder, the provisions of the applicable Amendment shall be deemed to be controlling.

                (m) This Agreement shall bind and inure to the benefit of the Parties and their successors and permitted assigns. 

                (n) The individuals signing this Agreement represent that they have been duly authorized to enter this Agreement on behalf of and bind the Party indicated as Client.

                (o) Counterparts; Electronic Signature. This Agreement entered into hereunder may be executed in counterparts, all of which taken together will constitute one single agreement between the Parties, and each counterpart of which shall have the force and effect of an original. Checking the box on the checkout page that states “I agree to the Terms of Service” shall be considered to have the same binding legal effect as an original signature.