ASAP Marketplace, INC. Terms of Use
AW Site Services LLC, a Delaware Corporation (the “Contractor”) provides these terms
and conditions that apply to the Customer’s use of the equipment and services
provided or offered now or in the future by the Contractor (the “Agreement”).
Any terms in any agreement or other documentation that are in addition to or
inconsistent with the Agreement are rejected by the Contractor and will have no
effect.
Customer represents and warrants that Customer has the right, authority, and
capacity to enter into legally binding agreements in an individual capacity or
on behalf of an entity, and agrees that any agreement under these terms and
conditions constitutes a valid agreement in Customer’s individual capacity or
on behalf of an entity.
Customer represents and warrants that Customer has read the Agreement in its
entirety and by clicking “I Accept” or otherwise accepting through any other
reasonable means, electronic or otherwise, agrees to be bound by the Agreement.
1. Definitions.
1.1. “Applicable Laws” means any federal or state statutes and regulations
related to storage, disposal and transportation of biological waste,
sanitation, labor, or accommodation of disabilities, including rules enacted by
the Americans with Disabilities Act, the Department of Transportation,
Environmental Protection Agency, and Occupational Safety and Health
Administration.
1.2. “Applicable Environmental Laws” means any federal, state or local laws or
regulations enacted by the Environmental Protection Agency, Occupational Safety
and Health Administration or any State or local Agency related to sanitation,
waste management, wastewater management, stormwater pollution, and
environmental and ecological protection.
1.3. “Authorized Site” means the flat area of land, property, site, structure
or location authorized by the Customer for installation of the Equipment.
1.4. “Sub-contractor” means third party service providers, their employees,
associates, affiliates, assigns, licensees and other authorized individuals
that the Contractor may engage from time to time to deliver or collect
Equipment, Replacement Equipment and waste, and provided such other services
within the Contractor’s discretion.
1.5. “Delivery Date” means the date, on which the Equipment is delivered or
installed at the Authorized Site.
1.6. “Equipment” means the portable toilet stall, shower trailer, restroom
stall trailer, high-rise portable toilet, portable sink, and any of the parts
or components provided by the Contractor or its Sub-contractors under this
Agreement.
1.7. “Operational Failure” means failure of the Equipment to operate due to a defect
in material, or workmanship, or normal wear and tear that occurs through the
safe and appropriate operation of the Equipment.
1.8. “Prohibited Waste” means any waste fitting the descriptions listed in
Section 6.3 of this Agreement.
1.9. “Replacement Equipment” means equipment of like, kind and quality with
comparable features and functionality to the Equipment which Contractor
provides to the Customer in exchange for the Equipment.
1.10. “User” means any person using the Equipment, whether authorized or
otherwise, while it is in the possession of the Customer including, but not
limited to, Customer’s employees, associates, affiliates, and visitors.
2. Delivery.
On the Delivery Date, Contractor will use its reasonable efforts to deliver the
Equipment to the Customer at the Authorized Site. Customer shall be responsible
for ensuring an appropriate location for the Equipment at each Authorized Site.
Customer shall be responsible for ensuring that the Authorized Site and any
right of way required to access the Authorized Site is free of obstructions,
debris or any other hazardous conditions that may prevent delivery of the
Equipment, damage the Equipment or cause harm to Contractor or Contractor’s
vehicle delivering the Equipment. If the Contractor is unable to deliver the
Equipment through reasonable efforts, the Customer will be notified and
additional attempts to deliver the equipment can be scheduled. If Contractor
was unable to deliver as a result of the acts or omissions of the customer,
every additional attempt to deliver the Equipment will be scheduled for a
rescheduling fee of a maximum amount of $150 per attempt to be paid by
Customer.
3. Appearances of Equipment.
Customer acknowledges that the Equipment, as it appears on Contractor’s
website, are sample images. On the Delivery Date, Contractor will deliver
Equipment that it has available in its inventory that is suited to the
Customer’s needs and specifications. Contractor does not represent or guarantee
that the delivered equipment will match any appearances of the Equipment on its
website. Customer agrees to release Contractor from any liability or claims
arising from the mismatch of the appearance of delivered Equipment to Equipment
presented on Contractor’s website.
4. Equipment Placement at Site.
4.1 Site Selection.
Customer shall be solely responsible for ensuring that the Authorized Site is
located on level ground. Uneven or sloped sites can cause the Equipment to
overturn, slide or not function as designed due to shifts in center of gravity,
fluid levels shifting or excessive structural stress. Customer shall be solely
liable for any damages to Equipment or injury to Users and bystanders for
Equipment overturning, sliding or failing to function as designed, caused by
Customer’s improper selection of Authorized site.
4.2 Contractor Liability.
Customer agrees that Contractor is hereby released of any liability arising out
of placement of Equipment on an Authorized Site of Customer’s selection, except
as caused by improper installation due to Contractor’s negligence or willful
conduct. If Customer requests the Contractor’s advice or opinion on selection
of the Authorized Site, Customer acknowledges and agrees that Contractor is not
an expert at geological surveys, is not familiar with the ground conditions
that exist at the site and cannot offer factual statements on how the Equipment
will behave when placed on the Authorized Site or upon use of the Equipment on
the Authorized Site. Any such advice or opinion sought by Customer or offered by
Contractor shall not be construed against the Contractor in finding liability
or fault of Contractor.
5. Absent or Unsuitable Equipment.
If Customer is renting Equipment for an event, Contractor will use all
reasonable effort to timely deliver Equipment suited to the Customer’s needs
and specifications. However, in the event Contractor fails to deliver Equipment
or delivers Equipment that is different from that ordered by Customer, whether
due to negligence or otherwise, Contractor’s liability will be limited solely
to the price paid for the rental of the Equipment. Contractor will in no event
be liable for the full cost of the event or any other costs associated with the
event. The Contractor highly recommends acquiring event insurance.
6. Equipment Use.
6.1. Use by Customer.
While Equipment is in the possession of Customer or located at the Authorized
Site for Customer’s use, Customer shall:
6.1.1. Use the Equipment for waste disposal and storage purposes only;
6.1.2. Refrain from filling the Equipment past its capacity;
6.1.3. Refrain from filling the Equipment past its maximum structural limits;
6.1.4. Refrain from incinerating or composting waste in the Equipment;
6.1.5. Maintain the general cleanliness of the equipment;
6.1.6. Provide for the safekeeping of the Equipment;
6.1.7. Instruct Users to use the Equipment pursuant to the terms of this
Agreement;
6.1.8. Limit trespassers and unauthorized Users who may cause damage to the
Equipment or violate the terms regarding acceptable use of the Equipment in
this Agreement; and
6.1.9. Use the Equipment in accordance with all Applicable Laws and Applicable
Environmental Laws.
6.2. Inability to Use.
If Customer is unable to use the Equipment as contemplated by this Agreement
due to an Operational Failure of the Equipment, Customer will notify the
Contractor, and the Contractor will remove the Equipment from the Authorized
Site and deliver any Replacement Equipment using commercially reasonable
efforts to the Authorized Site, at no additional cost to Customer. Any removal
of Equipment and delivery of Replacement Equipment will be conducted pursuant
to Section 2 above.
6.3. Prohibited Uses.
Customer shall not use the Equipment to store waste that is:
6.3.1. Hazardous as defined by Applicable Environmental Laws;
6.3.2. Flammable as defined by Applicable Environmental Laws;
6.3.3. Explosive as defined by Applicable Environmental Laws;
6.3.4. Toxic waste as defined by Applicable Environmental Laws;
6.3.5. Corrosive; as defined by Applicable Environmental Laws;
6.3.6. Industrial waste;
6.3.7. Radioactive;
6.3.8. Biomedical (including, but not limited to, sharps, medical devices, and
infectious biological material);
6.3.9. Animal Carcasses;
6.3.10. Chemical Waste;
6.3.11. Asbestos;
6.3.12. Refrigerants (e.g. freon)
6.3.13. Paints, oils and varnishes;
6.3.14. Inks and resins;
6.3.15. Motor oil and other automobile fluids;
6.3.16. Adhesives;
6.3.17. Fuels;
6.3.18. Rocks and soil;
6.3.19. Cement;
6.3.20. Garden waste;
6.3.21. Rags and clothing;
6.3.22. Cans and bottles;
6.3.23. Food waste;
6.3.24. Trash;
6.3.25. Otherwise known to be prohibited by law or injurious or deleterious to
the environment, human beings, or other species or damaging to the Equipment;
In addition to the list above, different municipalities may have additional
restrictions on the types of waste that are prohibited from being placed in
roll-off dumpsters or disposed of at waste disposal sites. It is the Customer’s
sole responsibility to ensure the waste being placed in the Equipment comply
with the laws and rules of Customer’s municipality.
6.4 Permits.
If Equipment is to be delivered to, or the Authorized Site lies on, public
property, a public road, or a public lot, Customer may be required to obtain a
permit for the placement of the Equipment from the local municipality. It is
the Customer’s sole responsibility to obtain any required permits and pay any
required fees or fines related to any required permits.
7. Charges for Prohibited Waste.
Customer shall be liable for the entirety of any reasonable costs incurred by
the Contractor in properly disposing of any Prohibited Waste and cleaning the
Equipment to remove any traces of the Prohibited Waste.
8. Charges for damage to Equipment.
Customer shall be liable for the entirety of reasonable costs incurred by the
Contractor or its Sub-contractor for repairs to or replacement of Equipment due
to damage caused by the use, operation or possession of the Equipment by
Customer or its User, whether negligent or otherwise, except for normal wear
and tear.
9. Collection of Waste.
9.1. Contractor rents Equipment on a long-term or event-by-event basis. The schedule of collection shall be as follows:
9.1.1. If Customer is renting on a long-term basis: Contractor shall provide
one scheduled waste collection every week commencing on the week following the
Delivery Date until this Agreement is terminated. Customer may subscribe to
service plans wherein the Contractor will provide additional collections per
week in exchange for an additional service fee.
9.1.2. If Customer is renting on an event-by-event basis: Contractor shall
collect the waste disposed of in the Equipment upon the date of termination of
this Agreement and coinciding with the date the Equipment is reclaimed by the
Contractor or Sub-Contractor.
9.2. Customer is solely responsible for ensuring Contractor and Contractor’s vehicles have access to the Equipment pursuant to the terms in Section 11 of this Agreement. If Equipment is obstructed so as to prevent collection of waste by the Contractor, Customer will be notified and one additional attempt to collect waste shall be made by the Contractor, at no charge to the Customer. Any further attempts to collect waste will incur additional service fees to be paid by Customer.
10. Equipment Cleaning and Restocking.
If Customer is renting the Equipment on a long-term basis, Contractor will
clean the equipment to maintain sanitary conditions within the Equipment once
every week, the timing of such cleaning will coincide with the weekly scheduled
waste collection. At the time of the cleaning, Contractor will also restock the
Equipment with chemical digestant and toilet paper. If Customer has rented
other equipment such as hand sanitizer stations, Contractor will also restock
such equipment at the same time.
11. Provision of Passage.
Customer shall be solely responsible for ensuring Contractor and Contractor’s
vehicles have unobstructed access to the Equipment, including but not limited
to:
11.1. ensuring there is reasonable line of sight to the Equipment at the Authorized Site;
11.2. ensuring Contractor or Contractor’s vehicles have reasonable clearance from near-by structures, fixtures, fencing, vehicles, trees, landscaping, animals, slopes, bodies of water, or other potential sources of interference; and
11.3. ensuring any roadway, trail or structure that Contractor or Contractor’s vehicle may need to traverse in order to access the Equipment are of sufficient dimensions and strength to support the stresses of such crossing.
12. Provision of utilities.
If Customer is renting certain Equipment (e.g. stall trailers, shower trailers,
or portable sinks) that requires connections to utilities (i.e. water and
electricity), Customer will ensure that the appropriate utility connections are
located within accessible distance from the Equipment at the Authorized Site.
Contractor’s Equipment requires standard 3-prong Edison plug outlets on a
20-amp, 110 volt circuit or if using a generator, a minimum 6,000 watt
generator for electrical connection. Contractor’s Equipment requires a standard
three-quarter (3/4) inch garden hose fitting for water service. The water
source shall be able to provide water at 30 to 50 pounds per square inch (PSI)
and be located within 100 feet of the Equipment.
13. Ownership of Equipment.
All equipment furnished by the Contractor for use by Customer shall remain the
property of the Contractor. All Equipment is to be returned to the Contractor
or its Sub-contractor in the condition it was received, except for normal wear
and tear. Customer shall refrain from modifying (including, but not limited to,
painting), moving, transporting or otherwise relocating the Equipment while in
Customer’s possession. Customer may request relocation of the Equipment by
submitting a written request to the Contractor. Contractor shall use reasonable
efforts to relocate the Equipment at the Authorized Site per Customer’s request
within five (5) business days of receiving such written request.
14. Loss of Property.
Customer acknowledges that due to the nature of the Equipment, openings may be
present within or around the Equipment to allow for disposal of fluids and
materials. Customer agrees that Contractor shall not be liable for any property
that is lost as a cause of falling or being dropped into such openings.
15. Indemnification.
15.1. Customer agrees to defend, indemnify, and hold harmless the Contractor
from any and all claims, lawsuits, and liability arising under Applicable
Environmental Laws, related to Customer’s use or possession of the Equipment.
15.2. Customer agrees to defend, indemnify, and hold harmless the Contractor
from any and all claims, lawsuits, and liability arising under Applicable Laws,
related to Customer’s use or possession of the Equipment.
15.3. Customer agrees to defend, indemnify, and hold harmless the Contractor
from any and all claims, lawsuits, and liability arising under the Americans
with Disabilities Act (ADA) and those regulations promulgated by the
Occupational Safety and Health Administration (OSHA), related to Customer’s
use, possession or placement of the Equipment.
15.4. Customer agrees to defend, indemnify and hold harmless the Contractor
from any and all claims, lawsuits and liability for injury to persons or damage
to property related to use or possession of the Equipment by Customer or a
breach of this Agreement by Customer, not directly related to the negligence or
willful conduct of the Contractor.
15.5. Customer agrees to defend, indemnify and hold harmless the Contractor
from any and all claims, lawsuits and liability for injury to persons or damage
to property related to User slipping, falling, tripping or otherwise being
injured due to the conditions present within the Equipment, not directly
related to the negligence or willful conduct of the Contractor, including but
not limited to, standing puddles of water or other fluids, trash left within
Equipment, exposed portions of the Equipment and ice.
15.6. Customer agrees to defend, indemnify and hold harmless the Contractor
from any and all claims, lawsuits and liability for injury to persons or damage
to property related to any and all waste stored in the Equipment, whether
negligent or otherwise, whether on Customer’s property or elsewhere, whether
initiated by any private or public parties or State or Federal Regulatory or
Law Enforcement Agencies.
15.7. Customer acknowledges that Contractor engages Sub-contractors to perform
certain services including, but not limited to, delivery and collection of
Equipment and Replacement Equipment, cleaning and restocking of Equipment and
collection of waste from the Equipment. Accordingly, Customer agrees to defend,
indemnify and hold harmless the Contractor from any and all claims, lawsuits
and liability for injury to persons or damage to property related to services
provided by Sub-contractor whether negligent or otherwise.
15.8. Customer acknowledges that the Equipment or waste stored in the Equipment
may attract trespassing persons and animals. Accordingly, Customer agrees that
Customer is solely responsible for preventing such trespasses by persons or
animals and will defend, indemnify and hold harmless the Contractor from any
and all claims, lawsuits and liability for injury to persons or damage to
property caused by such trespassing persons and animals, including any claims,
lawsuits and liability for attractive nuisance, as defined under applicable
State laws.
15.9. Customer agrees to defend, indemnify and hold harmless the Contractor
from any and all claims, lawsuits and liability for injury to Contractor or
damage to Contractor’s vehicle or equipment related to use, or possession of
Equipment, filling the equipment past its maximum fill capacity or structural
limit, location of Equipment, or provision of right of way to Equipment by
Customer, whether negligent or otherwise.
15.10. Customer agrees to defend, indemnify and hold harmless Contractor from
any and all claims, lawsuits and liability arising out of the unauthorized use
by the Customer or its employees, associates, affiliates, and other related
individuals of Contractor’s website and web services, including, but not
limited to, introduction of viruses, malware, spyware, or digital backdoors,
active or passive monitoring or collection of information, and electronic
intrusion, misappropriation, theft or copying of Contractor’s data and any and
all personal or payment information.
16. Payment by Customer.
(i) If Customer is renting Equipment on an event-by-event basis, Customer shall
pay an upfront fee for the rental and use of the Equipment. Customer shall
receive an invoice from the Contractor, upon the termination of this Agreement,
for any additional services provided by the Contractor, including any
additional charges for additional deliveries pursuant to Section 2, reasonable
charges for disposal of prohibited waste pursuant to Section 7, repairs or
replacement of Equipment pursuant to Section 8, additional collections pursuant
to Section 9 and any other charges related to maintenance and cleaning of
Equipment. Customer shall pay to the Contractor all charges listed on the
invoice within ten (10) days of the date of such invoice, without further
demands from the Contractor. Any outstanding amount due after ten (10) days
from date of invoice shall incur a late payment fee of twenty-five Dollars ($25).
(ii) If Customer is renting Equipment on a long-term basis, Customer shall
receive a monthly invoice from the Company for the services provided by the
Contractor, including any additional charges for additional deliveries pursuant
to Section 2, reasonable charges for disposal of prohibited waste pursuant to
Section 7, repairs or replacement of Equipment pursuant to Section 8,
additional collections pursuant to Section 9 and any other charges related to
maintenance and cleaning of Equipment, other than the one cleaning per week
included with the rental. Customer shall pay to the Company all charges listed
in a monthly invoice within ten (10) days of the date of such invoice, without
further demands from the Company. Any outstanding amount due after ten (10)
days from date of invoice shall incur a late payment fee of twenty-five Dollars
($25).
17. Rate Adjustment.
Customer agrees that Contractor may, without providing notice to Customer,
invoice the Customer at the termination of this Agreement for additional costs
related to its services hereunder caused by increases in the usual costs of
doing business, including but not limited to increases in costs of fuel,
transportation, storage, disposal of waste, fees, taxes (other than income or
real property taxes) or other governmental or agency charges that have gone
into effect since the commencement of the Initial Term (as defined in Section
19) or any subsequent Renewal Term (as defined in Section 19).
18. Cancellation of Orders.
Customer may cancel any order for Equipment outside of 5 business days of
delivery by notification to the Contractor and be granted a full-refund of any
amounts paid by Customer to the Contractor in relation to the cancelled order.
Any order for Equipment canceled inside of 5 business days, but outside of 24
hours before delivery may receive a 50% refund. Any cancellations inside of 24
hours of delivery is non-refundable.
For Restroom Trailer Orders: 50% of the total cost is non-refundable. If not
cancelled within 1 month (30 days), the customer is still liable for the
remainder of the balance owed.
19. Term.
(i) If Customer is renting the Equipment on an event-by-event basis, this
Agreement shall extend from the date delivery is requested by Customer till the
date upon which Customer requests the Equipment be collected by Contractor. If
Contractor is unable to collect the Equipment on the date requested by Customer
due to fault of the Customer, the terms of this Agreement shall extend until
such date Contractor is successfully able to collect the Equipment.
(ii) If Customer is renting equipment on a long-term basis , this agreement
shall extend for an initial term of 28 days from the date hereof (the “Initial
Term”), and shall automatically renew for successive 28 day terms thereafter
(the “Renewal Term”), unless either party gives written notice to the other at
least ten (10) days prior to the expiration of the Initial Term or Renewal Term
of its intent to terminate the agreement upon the expiration of the
then-current thirty (30) day term.
20. Termination.
20.1. Notwithstanding the above, if Customer shall terminate the Agreement
prior to the expiration of the Initial Term or any subsequent Renewal Term,
Customer shall not be refunded any fees paid and will remain liable for any
additional costs pursuant to Section 16 above.
20.2. If during the term of this Agreement, either party shall be in material
breach of the provisions of this Agreement, the other party shall provide
written notice of such breach to the breaching party and allow for a period of
forty-eight (48) hours to cure such breach. If such material breach remains
uncured upon written notice of the breach and completion of a period of
forty-eight (48) hours, the non-breaching party may terminate its obligations
under this Agreement by delivering a written notice of termination to the
breaching party, such termination to become effective upon receipt of such
notice.
20.3. In the event of a termination by the Customer, pursuant to Sections 20.1
and 20.2 above, Customer shall inform the Contractor of such termination in
writing. Customer acknowledges that notice provided to any party, except for
the Contractor, shall be insufficient to effectuate termination. Customer
acknowledges and agrees that unless properly terminated pursuant to this
section 20.3 Customer will continue to receive monthly invoices from the
Contractor and Customer will continue to pay Contractor, pursuant to section 16
of this Agreement.
21. Reclamation of Equipment.
21.1. Reclamation by Contractor.
Upon termination of this Agreement, Contractor shall have the right to collect
its Equipment and all waste contained therein at its reasonable discretion.
Customer agrees to cooperate with Contractor or its Sub-contractors in
peaceably relinquishing the Equipment by ensuring unobstructed access to the
Equipment at the Authorized Site, absence of any prohibited waste within the
Equipment, refraining from filling the Equipment past its maximum fill capacity
or weight limit, and refraining from modifying, transporting or relocating the
Equipment from the Authorized Site. The Contractor may charge Customer a fee
for any reasonable repairs to the Equipment or cleaning of the Equipment
related to the Customer’s use, operation or possession of the Equipment.
21.2. Requested Removal by Customer.
If Customer desires to have the Equipment and the waste contained therein
removed, Customer must provide notice to the Contractor for removal of
Equipment. Customer acknowledges that notice provided to any party, except for
the Contractor, shall be insufficient to effectuate removal of Equipment.
Customer acknowledges and agrees that unless removal of Equipment is properly
requested pursuant to this Section 21.2, Customer will continue to be liable
for possession and use of the Equipment and for any invoices and costs pursuant
to Section 16 above. Removal will occur 2 business days after the day of
removal request. Any billing for services periods will end upon removal,
without proration, not the request of removal.
22. Miscellaneous.
22.1. Assignment.
Customer may not assign or transfer this Agreement, the Equipment or Customer’s
rights or obligations hereunder to any third party without the prior written
consent of the Contractor. The Contractor may assign or transfer this Agreement
or its rights or obligations hereunder and thereunder to an affiliate or a
successor entity without the consent of and without notice to Customer. This
Agreement shall be binding upon and accrue to the benefit of each of the
parties and their successors, legal representatives and permitted assigns.
22.2. DISCLAIMERS.
THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND CONTRACTOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON INFRINGEMENT. THE CONTRACTOR MAKES NO WARRANTY THAT THE SERVICES AND EQUIPMENT WILL MEET CUSTOMER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
22.3. LIMITATION ON LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE CONTRACTOR (OR ITS OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS), BE LIABLE TO THE CUSTOMER FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE EQUIPMENT AND SERVICES, BREACH, MISAPPROPRIATION, OR THEFT OF PERSONAL OR FINANCIAL INFORMATION OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR CUSTOMER’S USE OF, OR INABILITY TO USE, THE EQUIPMENT, SERVICES OR CONTRACTOR’S WEBSITE AND WEB SERVICES, EVEN IF THE CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PERSON OR PROPERTY RESULTING FROM USE OF THE EQUIPMENT OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDIN ANYTHING TO THE CONTRARY CONTAINED HEREIN, CONTRACTOR’S LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO ANY CLAIMS OR OTHER DAMAGES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM AMOUNT EQUAL TO CUSTOMER’S LAST INVOICE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR THIRD-PARTY SERVICE PROVIDERS AND THE MANUFACTURER OF ANY PRODUCTS THAT YOU PURCHASE USING THE SERVICES WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
22.4. Severability.
If any part or parts of this Agreement are found under the law to be invalid or
unenforceable by a court of competent jurisdiction, then such specific part or
parts shall be of no force and effect and shall be severed and the remainder of
the Agreement shall continue in full force and effect.
22.5. Right to Waive.
Any or all of the rights and limitations set forth in this Agreement may be
waived by the party against whom the claim is asserted. Such waiver shall not
waive or affect any other portion of this Agreement or future waivers.
22.6. Survival of Agreement.
Sections 1; 6.1; 6.3; 7; 8; 11; 13; 15; 21; 22.2; 22.3; 22.4; 22.5; 22.10; and
22.11 of this Agreement will survive the termination of this Agreement.
22.7. Accuracy of Information.
Customer understands that information provided by it, or its Authorized
Individuals may be used to provide the services and Equipment contemplated by
this Agreement, and Customer represents and warrants that such information is
truthful, accurate, and complete. Customer agrees that the Contractor may rely
on any such information without any obligation to independently verify the
truthfulness, accuracy, or completeness of such information.
22.8. Force Majeure.
Contractor will have no responsibility or liability for any delays or failures
due to acts of God, fire, flood, explosion, war, strike, embargo, acts of
government, military authority, or the elements, any telecommunications
failures, terrorist acts or other causes outside of the Contractor’s reasonable
control.
22.9. Entire Agreement.
This Agreement, contains the entire agreement of the parties with respect to
the Equipment, and other subject matter herein. This Agreement may be amended
or any provision waived only by written agreement of the parties
22.10. Attorneys’ Fees
If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party will be entitled to reasonable
attorneys’ fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled.
22.11. Governing Law; Venue
This Agreement and all matters or issues collateral
thereto shall be governed by and construed in accordance with the internal laws
of the State of Florida without giving effect to the choice of laws principles
thereof. Any action brought pursuant hereto will be brought in the state or
federal courts of the State of Florida in the City of Jacksonville, Florida.
The parties agree that they will not oppose this jurisdiction.
22.12. Notices.
All notices required or permitted under this Agreement shall be in writing,
delivered personally, by certified or registered mail or by overnight delivery
by an established commercial delivery at the respective addresses set forth
below. Customer authorizes Contractor to communicate with Customer by email and
Contractor may deliver any notice to the email address provided by Customer
Address for Notice:
AW Site Services LLC dba ASAP Site Services
PO Box 2759
Columbia, MD 21045