Hauling, General Site Services & Disposal Agreement

This document constitutes a primary component of the Hauling, General Site Services & Disposal Agreement, which encompasses: (a) these standard terms and conditions; (b) all applicable pricing schedules, quotes, or work orders (the “Pricing Document(s)”); and (c) any supplemental documents incorporated by reference, including those maintained on the Company’s website or updated periodically (collectively, the “Agreement”).

This Agreement is effective as of the Effective Date and is between the Customer identified below, acting on its own behalf and on behalf of its subsidiaries and affiliates (collectively, “Customer,” “You,” or “Your”), and Earthwise Enterprise Inc. (the “Company”).

This Agreement constitutes the entire understanding between the parties and supersedes and governs all prior, or contemporaneous oral or written agreements, purchase orders, or communications; in the event of a conflict between this Agreement and any other document, the terms of this Agreement shall prevail.

All capitalized terms in this Agreement are described and defined in this document, or the document titled Definitions for Hauling, General Site Services & Disposal Agreement , which is made as part of this Agreement by this reference.

Customer and Company agree as follows:

1. SERVICES PROVIDED. Company will provide You with one or more of the following Services as requested by You:

1. Solid Waste & Recycling Hauling: The provision, collection, and disposal services for roll-off containers, hauling of Customer-owned or Company-provided compactors, and temporary or permanent dumpster rentals.
2. Scheduled Route Services: Commercial front-load and rear-load container services, as well as residential tote-based curbside collection.
3. Diversion & Recovery: Collection and/or processing of recyclable materials and organic waste.
4. Integrated Site Services: The coordination and provision of ancillary site services, including but not limited to portable restrooms, temporary site fencing, and mobile storage containers.
5. Specialized Services: Any other waste management, disposal, or site-related services.

2. PRICING AND PAYMENT.

1. Pricing and Adjustments. You agree to pay the rates set forth in the Pricing Document(s). Company reserves the right, at its sole discretion, to adjust these rates to account for and recoup increases in: (i) disposal, tipping, or environmental compliance fees; (ii) fuel and logistical costs; (iii) changes in waste composition or volume; and (iv) “Uncontrollable Circumstances.” All invoices are subject to a fuel surcharge indexed to the EIA Rocky Mountain Region Diesel . Company will provide at least thirty (30) days’ written notice for adjustments based on operational overhead or inflationary indices (such as CPI). Your consent to any rate adjustment may be evidenced in writing, verbally, or by the continued use of Services and payment of adjusted invoices.
2. Fees and Surcharges. In addition to the base rates, invoices may include supplemental fees for specific service events. See Company’s website FEES & SURCHARGES , which is made as part of this Agreement by reference.
3. Payment Terms. All invoices are due monthly in advance unless a credit account is approved in writing. For credit accounts, payment is due in full within thirty (30) days of the invoice date. Balances more than five (5) days past due will accrue a Late Fee. See Company’s website at RETURN CHECKS POLICY for Company’s return checks, chargebacks, and disputes policy, which is made as part of this Agreement by this reference.
4. Suspension of Service. Company may suspend or terminate Service if any invoice remains unpaid ten (10) days after its due date. Suspension does not relieve Customer of the obligation to pay all outstanding amounts and fees.

3. MATERIAL ACCEPTANCE AND HANDLING.

1. Acceptable Waste and Warranties. Company will collect and dispose of solid waste and recyclables in accordance with Colorado Department of Public Health and Environment (“CDPHE”) standards and all applicable laws. You represent and warrant that all material delivered to Company shall be “Acceptable Waste” and shall not contain any “Nonconforming Waste.” You shall retain title to and liability for all waste delivered to Company until it is accepted at a disposal facility.
2. Prohibited Materials. You shall not place prohibited or “Special Waste” in Company’s containers without prior written approval. See Company’s website SPECIAL WASTE & PROHIBITED MATERIALS , which is made as part of this Agreement by this reference. Acceptance of any Special Waste requires a “Waste Profile Sheet” and all documentation required by CDPHE or other governing authorities.
3. Inspection and Rejection. Company reserves the right to inspect, analyze, or test any waste delivered by You. Company may, at its sole discretion, refuse collection of any container it determines to contain Nonconforming Waste or “Non-designated Recyclables.” If such waste is discovered, Company may: (i) reject the load and return it to You; (ii) require You to remove and dispose of it at Your expense; or (iii) charge a Return Trip Fee or Tonnage Overage fee if the container cannot be safely or legally hauled.
4. Special Handling. If Company elects to handle, rather than reject, Nonconforming Waste, Company shall manage the material in a manner it deems appropriate. You agree to pay all “Specific Handling Fees.”
5. Company Warranties. Company warrants that it will manage the waste in a safe and workmanlike manner in compliance with applicable laws and will utilize disposal facilities that maintain all necessary permits and licenses. Except as provided herein, Company disclaims any other warranty, whether implied or statutory.
6. Recycling Materials. Recyclable Materials must be clean, dry, and free of contamination or Non-designated Recyclables. A comprehensive list of Designated Recyclables is maintained at RECYCLING ACCEPTABLE MATERIALS , which is incorporated into this Agreement by reference. All collected recyclables are processed by independent Third-Party Entities; liability transfers to the third party upon delivery.

4. EQUIPMENT RENTAL, OWNERSHIP, AND LIABILITY.

1. Ownership and Intended Use. All containers, compactors, toters, and related hardware (“Equipment”) provided by Company remain the exclusive property of Company. Customer acknowledges having care, custody, and control of the Equipment while on-site. Equipment shall be used solely for the temporary storage of solid waste and/or designated recyclables. You shall not move, alter, or overload the Equipment (by weight or volume). Using Equipment for unauthorized compaction or permitting third-party compaction services is strictly prohibited.
2. Access and Delivery. You agree to maintain the site in accordance with Company’s SITE READINESS STANDARDS , which is made part of this Agreement by this reference. Failure to meet these standards may result in a Service Refusal and a Return Trip Fee.
3. Maintenance and Safekeeping. Customer is responsible for the safekeeping of the Equipment. This includes liability for damage caused by: (i) misuse or negligence; (ii) environmental factors; (iii) any damage to the Equipment caused by materials placed inside.
4. “As-Is” Acceptance. Customer has five (5) calendar days from the date of delivery to report any pre-existing damage to the Equipment or surrounding property. If no report is made, the Equipment and delivery site are deemed accepted in “As-Is” condition, and You assume liability for any subsequent damage found upon pickup.
5. Assumption of Risk. Customer assumes all risk associated with the possession, control, or use of the equipment, including but not limited to personal injury, death, theft, or destruction, regardless of fault. Any relocation of Equipment must be performed exclusively by Company personnel.
6. Surface and Subsurface Damage. Company is not liable for damage to pavement, curbs, landscaping, or surface/subsurface areas necessary to perform service unless caused by Company’s sole gross negligence or willful misconduct.
7. Overweight and Overloading. Customer is responsible for all fines, impound fees, or offloading costs resulting from Equipment loaded beyond legal DOT weight limits or “heaping” loads that prevent safe tarping.
8. Lost or Damaged Toters. Lost, stolen, or damaged toters will be billed to You as a Toter Replacement Fee.
9. Compactor Supplemental Terms. For any Customer-owned or Company-provided compactor units, You shall: (i) provide and maintain, at its sole expense, the required electrical power supply and all necessary connections; (ii) ensure the compactor is operated only by trained personnel in accordance with manufacturer safety standards; and (iii) be responsible for the cost of any repairs or service calls resulting from overloading, improper power supply, or the placement of Nonconforming Waste into the unit. If the unit is Company-provided, Company shall perform routine mechanical maintenance, but You shall remain liable for damage caused by misuse or negligence.

5. INSURANCE AND INCIDENT REPORTING.

You shall maintain appropriate commercial general liability and property insurance covering its use of the Equipment and the site. In the event of an incident involving Company Equipment, personnel, or property damage, Customer must follow the mandatory reporting and documentation steps in INCIDENT REPORTING , which is made part of this Agreement by this reference. Failure to report an incident to the Company in writing within twenty-four (24) hours of occurrence may result in a waiver of Customer’s claims and an assumption of all resulting costs or liabilities.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY.

You shall indemnify, defend, and hold harmless Company and its officers, agents, and employees (“Indemnified Parties”) from all claims, damages, liabilities, fines, penalties, and expenses (including reasonable attorneys’ fees) arising from: (a) Your breach of this Agreement; (b) Your negligence, willful misconduct, or misuse of Equipment; (c) Your violation of any law or regulation; (d) placement of prohibited, Special, or hazardous materials in Company Equipment, including related cleanup, remediation, or government penalties; and (e) damage to or loss of Equipment beyond Normal Wear.

Company’s total liability to You for any claim arising out of or related to this Agreement—whether in contract, tort, or otherwise—is limited to \$5,000 per occurrence and \$10,000 in the aggregate over the Service Term. This limitation does not apply to damages resulting from Company’s gross negligence or willful misconduct. In no event shall Company be liable for special, incidental, indirect, punitive, or consequential damages, including lost profits or lost business opportunities.

7. TERMINATION AND LIQUIDATED DAMAGES.

For all Agreements with defined Service Terms, early cancellation results in a fee equal to the lesser of: (a) 6 months’ average monthly billing, or (b) the remaining contract balance. You must provide 30 days’ written notice of any third-party price offers to allow us the opportunity to match that rate before terminating. See Company’s TERMINATION AND LIQUIDATED DAMAGES , which is made part of this Agreement by this reference.

8. ATTORNEY’S FEES AND COSTS OF COLLECTION.

In any default, breach, non-payment, or action to enforce this Agreement or collect overdue amounts, the prevailing party is entitled to recover all reasonable attorneys’ fees and costs from the non-prevailing party. Recoverable fees and costs include, without limitation: (1) those incurred in litigation, arbitration, mediation, or bankruptcy proceedings; and (2) those arising from collection efforts, including demands, collection agencies, and lien filings.

9. FORCE MAJEURE / SERVICE ADJUSTMENT.

Company is not liable for any delay or failure to perform caused by events beyond its reasonable control (“Force Majeure Events”). Company’s obligations are suspended for the duration of the Force Majeure Event, and service will resume as soon as commercially practicable once the event ends.

10. GOVERNING LAW, VENUE, AND ARBITRATION.

This Agreement is governed by the laws of Colorado, without regard to conflict of laws principles. The exclusive venue for any court action related to this Agreement, including to compel arbitration or enforce a judgment, is El Paso County, Colorado. Any dispute arising out of or relating to this Agreement, including its breach, termination, or validity, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, held in El Paso County, Colorado. Judgment on the arbitrator’s award may be entered in any court with jurisdiction. The prevailing party in any arbitration or related court action is entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.

11. SEVERABILITY, WAIVER, AND ENTIRE AGREEMENT.

If any provision of this Agreement is held invalid or unenforceable, the remainder remains in full force. Failure to enforce any term or exercise any right does not constitute a waiver. Any waiver must be in writing and signed by the waiving party. It may be modified only by both parties’ authorized representatives.