By subscribing online I (the “Customer”) hereby accepts and agrees to these Terms and Conditions of Service (the “Agreement”), which shall apply to the services described herein (the “Services”) performed by or on behalf of the Customer by NewTerra Compost, LLC, a Georgia limited liability company (the “Provider,” and collectively with Customer the “Parties”).

1. Authorized Services. Customer hereby authorizes Provider to perform the Services requested by the Customer, subject to these Terms and Conditions.  The scope of the Services shall be as follows:

(a) Upon execution of this Agreement by Customer, Customer shall receive one (1) of Provider’s five gallon buckets (each a “Bucket”) and each week thereafter, at Customer’s convenience, Customer may empty the Bucket containing acceptable collected compost (as such is identified on Provider’s website at https://www.newterracompost.com/compost-do-s-and-dont-s, and hereinafter referred to as the “Compost”) into one of Provider’s Compost Kiosks identified on Provider’s website; provided, however, Customer further agrees that:

    (i) Compost drop-off locations and the locations of the Compost Kiosks may change from time to time, at Provider’s discretion, due to factors including, but not limited to, usage, agreements with property owners, governmental laws or regulations, or other unforeseen issues associated with a particular location;

    (ii) Customer’s first Bucket shall be provided to Customer upon execution of this Agreement, and a second Bucket may be purchased by Customer for Five Dollars ($5.00); 

    (iii) execution of this Agreement by Customer, and the Terms and Condition contained herein, shall be applicable to Customer’s household, and Customer’s household shall be entitled to empty one Bucket per week unless Customer elects to purchase an additional Bucket;

    (iv) Customer expressly agrees not to share any access codes for drop-off locations and/or Compost Kiosks provided to Customer with anyone outside of Customer’s household;

    (v) all compostable materials must be Biodegradable Products Institute (BPI) certified compostable and no products or waste labeled as biodegradable shall be deposited by Customer or collected by Provider; 

    (vi) Customer shall not deposit, leave, or otherwise dispose of any Compost or other materials whatsoever outside of designated collection containers;  

(b) Subject to Customer’s compliance with the foregoing, Provider will then transport Customer’s Compost to Provider’s facility to be turned into nutrient-rich compost;      

1. Payment.  Prior to any Services being performed, Customer agrees to pay the price to be charged for the Services set forth on Provider’s website (the “Fee”).  Customer hereby agrees to pay the Fee to the Provider promptly on demand by the Provider. 

2. Responsibilities.  The Provider is not liable for any damage to any person or property which results from any action by the Customer. The Provider shall bear no responsibility for any damages resulting from events, actions or occurrences outside of the Provider’s control. If any damage to any property of any kind or nature whatsoever results from any Services performed by the Provider, the Provider shall have the option to repair or remedy such damages or to pay to have a third party repair or remedy such damages. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the Indemnifying Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification shall survive the termination of this Agreement.

3. LIMITATION OF LIABILITY. PARAGRAPH 3 ABOVE SETS OUT THE FULL EXTENT OF THE PROVIDER’S RESPONSIBILITIES, AND THE EXCLUSIVE REMEDY REGARDING SERVICES PERFORMED BY THE PROVIDER IN CONNECTION WITH, RELATING TO OR ARISING OUT OF ANY SERVICES. IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR MONETARY DAMAGES TO THE CUSTOMER IN EXCESS OF THE TOTAL AMOUNT OF THE FEE.  IN NO EVENT SHALL THE PROVIDER BE LIABILE FOR ANY COMMERCIAL LOSS OF ANY SORT, LOSS OF USE, TIME, DATA, REPUTATION, OPPORTUNITY, GOODWILL, PROFITS (PAST OR FUTURE) OR SAVINGS, INCONVENIENCE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES ARISING FROM THE USE OR INABILITY TO USE ANY DEVICE OR PRODUCT. 

4. Term. The term of this Agreement (the "Term") will begin on the date of this Agreement, unless otherwise specified by Provider in writing, and will remain in full force and effect until (a) termination by Customer via Provider’s website or in writing provided to Provider, or (b) termination by Provider by written notice to Customer. Upon termination by Customer or Provider, the Bucket shall be returned to the Provider.

5. No Waiver.  The failure by either party to enforce at any time any of the provisions of this Agreement, or to exercise any election or option provided herein, shall in no way be construed as a waiver of such provisions or options, nor in any way to affect the validity of any part thereof, or the right of either party thereafter to enforce each and every such provision contained therein.

6. No Other Warranty or Representation.  The Customer acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

7. Entire Agreement. This Agreement represents the entire understanding and agreement between the Parties hereto and supersedes any and all prior agreements, whether written or oral, that may exist between the Parties concerning any terms or provisions contained herein.  No terms, conditions, prior course of dealings, course of performance, usage of trade, understandings, purchase orders, or agreement purporting to modify, vary, supplement or explain any provision of this Agreement, shall be effective unless in writing, signed by a representative of both parties authorized to amend this Agreement. No modification, assignment of, or alteration to any printed portion of this Agreement will be valid or binding unless such modification, assignment, or alteration is signed in writing by a duly authorized representative of the Provider.

8. Applicable Law.   This Agreement is made and entered into in the State of Tennessee and shall in all respects be interpreted, enforced, and governed under the laws of the State of Tennessee.  In the event that either party initiates any legal action or proceeding that relates to this Agreement in any manner whatsoever, including without limitation any legal action or proceeding regarding the interpretation and/or enforcement of this Agreement, it is agreed that the Customer shall be subject to the personal jurisdiction of the State of Tennessee, including any state or federal court sitting therein, and that sole and exclusive jurisdiction and venue for any legal action or proceeding arising out of or relating to the Services or this Agreement shall be a court of competent jurisdiction located in Hamilton County, Tennessee.  

9. Attorneys' Fees.   If any legal action is brought to collect the Fee hereunder, or to enforce this Agreement, the prevailing party shall be entitled to receive its attorneys' fees and court costs in addition to any other relief it may receive.

10. Severability.   The invalidity in whole or in part of any of the terms and conditions of this Agreement shall not affect the validity or enforceability of any other term or condition of this Agreement.

11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

BY SIGNING BELOW OR OTHERWISE INDICATING ACCEPTANCE TO THE TERMS OF THIS AGREEMENT, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT (A) CUSTOMER HAS CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTANDS WHAT IT MEANS; (B) CUSTOMER HAS HAD A REASONABLE OPPORTUNITY TO CONFER WITH AN ATTORNEY REGARDING THIS AGREEMENT BEFORE EXECUTING THIS AGREEMENT; (C) CUSTOMER HAS HAD ANSWERED TO CUSTOMER’S SATISFACTION ANY QUESTIONS CUSTOMER HAS WITH REGARD TO THE MEANING AND SIGNIFICANCE OF ANY OF THE PROVISIONS OF THIS AGREEMENT; AND (D) CUSTOMER HAS AGREED TO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY OF CUSTOMER’S OWN FREE WILL AND WAS NOT SUBJECTED TO ANY UNDUE INFLUENCE OR DURESS, AND ASSENTS TO ALL THE TERMS AND CONDITIONS CONTAINED HEREIN WITH THE INTENT TO BE BOUND HEREBY.