1.    Agreement. This document is and for all intents and purposes shall constitute a legally binding contract by and between Scrap Systems, Inc. (the “Company”), a Florida corporation, and the person, firm or corporation identified above (the “Customer”).

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2.    Services Rendered. The Company agrees to furnish the solid waste collection equipment specified above.

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3.    Binding Effect. This Agreement Shall constitute a legally binding contract on the part of the Company and the Customer and their respective heirs, successors, and assigns in accordance with the terms and conditions set forth herein.

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4.    Term. This Agreement shall be in full force and effect for an initial term as signified by applicable, allotted time above.

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5.    Payments. The Customer shall pay the Company all costs associated with the selected solid waste collection equipment prior to delivery of the equipment to address provided in accordance with the fees and rate provided for herein. Additionally, the Customer agrees to make the payments provided for herein and abide by the terms and conditions of this agreement.

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6.    Authorization to Charge Credit Card in Certain Circumstances: If upon return of the dumpster, the Company determines, in its sole and absolute discretion, that there are any late payments due, there are additional days in excess of the allotted time, there is additional weight in excess of the allotted tonnage, and there are damages of any kind or nature to the dumpster (“Overages”), the Customer authorizes the Company to charge the Customer’s credit card in the amount equal to any such fees associated with such Overages.

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7.    PCI Compliance. If, in the course of its performance under this Agreement, the Company has access to or will collect, access, use, store, process, dispose of, or disclose credit, debit, or other payment cardholder information of the Customer, the Company will comply the with Payment Card Industry Data Security Standard (PCI DSS) requirements, as applicable

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8.    Taxes. The Customer shall be responsible for and shall pay any and all local, municipal, and state taxes which shall be imposed upon the rental unit during the term of this Agreement and any extension thereof and shall indemnify and defend the Company from and all claims and liability arising therefrom.

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9.    Liability for Equipment. The Customer acknowledges that it has the care, custody, and control of the Company’s equipment which is owned by the Company and accepts responsibility for the equipment and its contents at all times except when it is being physically handled by the employees of the Company, The Customer shall ensure that all local ordinances are followed and any required permits are obtained, at the sole expense and effort of the Customer, prior to the delivery date designated herein. The Customer shall ensure that the equipment delivery location is prepared to receive the selected dumpster size by clearing a space suitable to house the selected dumpster size and weight before and after use.

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10.    Indemnification. The Customer shall defend, indemnify, and hold harmless the Company, and its members, managers, officers, directors, employees, subcontractors, agents, successors, volunteers, and permitted assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, cost, or expenses of whatever kind, including reasonable attorneys’ fees arising out of or related to: (i) use or misuse of the dumpster by the Customer; (ii) bodily injury to or death of any persons, including but not limited to the Customer, in connection with the Customer’s use of the dumpster; (iii) any accident, injury (including death), loss, or property damage, however caused resulting from, arising out of, or otherwise in connection with the Customer’s use of the dumpster; (iv) Breach by the Customer of any of the Customer’s representations, warranties, covenants or other duties of obligations set forth in this Agreement; (v) negligence, gross negligence, or  more culpable act of omission of the Customer (including any recklessness or willful misconduct); or (vi) the Customer violation of any applicable local, state, or federal ordinance or law. If the Customer moves or relocates its operations during the term, the Company reserves the right to relocate the equipment to the new site at Customer’s expense.

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11.    Failure to Perform. In the event the Customer terminated this Agreement prior to the expiration of its term or any extension thereof, or breaches its obligations pursuant to this Agreement, the Customer agrees to pay the Company, as liquidated damages a sum of money equal to the total of the Customer’s billings equal to four times the total rental fee specified above. In the event that the Customer fails to pay the Company all amounts which become due under this Agreement or fails to perform any of its obligations pursuant to this Agreement, and the Company refers such matter to an attorney for collection, the Customer shall pay, in addition to the amount due, any and all cost incurred by the Company as the result of such action including, to the extent permitted by law, reasonable attorney’s fees and court costs. I HEREBY WARRANT THAT I, THE CUSTOMER, HAVE ABSOLUTE RIGHT AND TITLE OF ANY AND ALL MATERIALS PLACED IN DUMPSTER, AND THAT THE MATERIAL DOES NOT CONTAIN ANY HAZARDOUS SUBSTANCES. IN THE EVENT THE COMPANY INCURS LIABILITY OR OBLIGATION DUE TO A BREACH OF THIS WARRANTY, CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY FROM ALL SUCH LIABLITIES AND OBLIGATIONS. NOTHING SET FORTH HEREIN SHALL CONSTITUTE A WAIVER BY THE CUSTOMER OF ANY RIGHT UNDER THE LAW.

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12.    Applicable Law. This Agreement, its construction and interpretation, shall be governed by the laws of the State of Florida. If any controversy or claims arises out of or relates to this Agreement or the rental equipment, such controversy or claim arises out of or relates to this Agreement or the rental equipment, such controversy or claim shall be brought in and each party irrevocably submits itself to the jurisdiction of the Circuit Court of the State of Florida sitting in Orange County, Florida, or the United states District Court for the Middle District of Florida, and irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined only in and by either the aforementioned courts.

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13.    No Warranties and Limitation of Liability. The Company has not made and specifically disclaims any representations or warranties, expressed or implied, as to any matter whatsoever, including, without limitation, the quality or condition of the dumpster, its merchantability or its fitness for a particular purpose regardless of cause. The company is not responsible for and the Customer shall not make any claim against the Company for damages arising out of or related to the use of the dumpster, whether consequential, direct, special or indirect. The Customer hereby acknowledges that neither the supplier of the dumpster nor any sales person, employee or agent of the supplier is the Company’s agent or representative and has no power or authority to represent or bind the Company in any way. The Company will not be liable for any loss, expense or damage to the Customer or others arising from defects, negligence, delays, or failure of delivery of the dumpster. IN NO EVENT WILL THE COMPANY BE LIABLE TO THE CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE COMPANY’S AGGREGATE LIABLITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO THE COMPANY PURSUANT TO THIS AGREEMENT.

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14.    Excused Performance. Neither party hereto shall be liable for its failure to perform hereunder due to contingencies beyond its reasonable control including, but not limited to strikes, riots, fires, pandemics and acts of God.

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15.    Assignment. The Customer shall not assign this Agreement without the prior written consent of the Company; however, the Company may assign this Agreement without the Customer’s consent to any person, firm, or corporation affiliated with the Company, with which the Company may merge or consolidate, or to which it may sell all or substantially all of its assets.