By clicking the "I Agree" checkbox below, the Customer ("You" or "Your") acknowledges that you have read, understood, and agree to be bound by the following terms and conditions in this Service Agreement ("Agreement") with CyberCrunch LLC ("CyberCrunch").
- CyberCrunch shall provide the services described in the Statement of Work or Quote ("Services") in accordance with the terms and conditions of this Agreement.
- CyberCrunch may, from time to time, modify or discontinue, temporarily or permanently, the Services or any part thereof with or without notice. You agree that CyberCrunch shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
TERM AND TERMINATION
- The term of this Agreement shall begin on the date you click "I Agree" and shall continue until terminated by either party upon written notice to the other party.
- CyberCrunch may terminate this Agreement immediately if you fail to perform any of your obligations hereunder, or if you breach any of the terms or conditions of this Agreement.
PRICING AND PAYMENT
- Customer shall pay CyberCrunch the fees set forth in the Statement of Work. If no fees are specified, Customer shall pay CyberCrunch’s standard fees for the Services.
- CyberCrunch shall invoice the Customer monthly or at other intervals as agreed upon by the parties. Payment shall be due within thirty (30) days of receipt of invoice. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the highest rate allowed by law, whichever is less.
- Customer is responsible for compliance with all applicable laws, rules and regulations relating to the Services, including but not limited to those relating to the environment, health, and safety.
- Customer shall provide CyberCrunch with all necessary information, materials, and access to facilities as reasonably required for CyberCrunch to perform the Services.
DELIVERY OF MATERIALS FOR SERVICES
- In the event that CyberCrunch arranges collections and transportation of all goods, materials, and machines (collectively the "Goods") discussed in the Statement of Work at the Customer's request, the Customer shall specify accurately the content of each load in such detail as CyberCrunch or its nominated carrier shall reasonably require, and the Customer shall be solely responsible for obtaining all licenses, permits, registrations, approvals, consents or qualifications necessary to enable its nominated carrier to transport all Goods in accordance with any applicable Laws. If the Customer fails to obtain the necessary authorizations as detailed in this clause, the Customer accepts that neither CyberCrunch will in any way be liable for any losses or delays.
- Unless otherwise agreed to in writing, the Customer will be responsible for preparing all Goods for transportation. Customer shall comply with any packaging guidelines provided to it by the nominated carrier and all applicable Laws, including the Department of Transportation (DOT) regulations.
- If the materials delivered to Cybercrunch contain non-conforming Goods, are not packaged safely, are wet or infested, CyberCrunch will be under no obligation to accept such Goods for Services. CyberCrunch will have the right, in its sole discretion, to accept the Goods for processing and to charge the Customer for the price of processing. If CyberCrunch does not accept the Goods, CyberCrunch will return them to the Customer. All costs associated for returning the Goods will be the responsibility of Customer including all shipping, repackaging and cleanup costs.
- Unless otherwise agreed in writing, the weight or unit count of Goods as recorded by CyberCrunch upon delivery will be conclusive evidence of the weight or unit count of Goods received by CyberCrunch and will form the basis of the price calculation.
- Customer understands that a signature of receipt of a CyberCrunch employee on a carrier's delivery paperwork, including bill of lading, will NOT be evidence of the contents or weight of the shipment received.
RISK AND TITLE OF GOODS
- Where transportation is provided by CyberCrunch, CyberCrunch will bear the risk of loss or damage to the Goods during transit. Where transportation is provided by the Customer, the Customer will bear the risk of loss or damage to the Goods during transportation.
- Title in the Goods will transfer to CyberCrunch upon acceptance, except in the event of non-conforming Goods as discussed in Section 6.
- The Customer hereby warrants that it has good and complete title to the Goods and that no third party has any interest in the Goods. The Customer will indemnify, and keep indemnified, CyberCrunch and its affiliates from and against all costs, expenses, liabilities, losses, damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which CyberCrunch or its Affiliates incur or suffer due to any breach of this clause.
"Confidential Information" means any information relating to Customer's property, business, and affairs. Unless such Confidential Information was previously known to CyberCrunch free of any obligation to keep it confidential, is subsequently made public by Customer or by a third party having a legal right to make such disclosure, or was known to CyberCrunch prior to receipt of the same from Customer, it shall be held in confidence by CyberCrunch and shall be used only for the purposes provided in this Agreement. CyberCrunch shall use the same degree of care to safeguard your Confidential Information as it uses to safeguard its own. However, CyberCrunch may comply with any subpoena or similar order related to materials delivered to CyberCrunch provided that it shall, unless prohibited by law, notify Customer promptly of any such subpoena or notice. Customer shall pay CyberCrunch's reasonable costs for such compliance.
LIABILITY, WARRANTY AND INSURANCE
- No Warranties. The use of the Services are at Customer's sole risk. The Services are provided on an "as is" and "as available" basis. CyberCrunch makes no representations or warranties about the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of the Services. CYBERCRUNCH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CYBERCRUNCH MAKES NO WARRANTY THAT (1) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS AND (2) THE SERVICES WILL BE TIMELY ERROR-FREE. No advice or information, whether oral or written, obtained by Customer from CyberCrunch through the Services shall create a warranty not expressly stated in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties and/or limitations of liability, so a portion of the foregoing may not apply to Customer. In such a case, any such disclaimer or limitation of liability is limited to the minimum extent permissible under applicable law.
- CyberCrunch shall not be responsible or liable in any manner whatsoever for the release or loss of any Goods deposited in bins or otherwise delivered to it for secure destruction unless the release or loss is due to CyberCrunch's gross negligence or willful misconduct. CyberCrunch's maximum liability for any and all claims arising with respect to the Services provided under this Agreement shall not exceed the aggregate amounts paid by Customer with respect to the Services.
- In no event shall either party be liable for any consequential, incidental, special, or punitive damages, regardless of whether the action is brought in tort, contract, or any other theory.
- Customer warrants that it is the owner, legal custodian or otherwise has the right to deliver for confidential destruction any and all Goods Customer provides to CyberCrunch hereunder. Customer shall reimburse CyberCrunch for any expenses reasonably incurred by CyberCrunch (including reasonable legal fees) by reason of CyberCrunch complying with its obligations under this Agreement to destroy such materials in the event of a dispute concerning the destruction of the materials provided by Customer to CyberCrunch.
- This Agreement shall be binding on the parties and their respective successors and assigns. Except as permitted by Section 1 above, neither party may assign this Agreement, except to an affiliate, without the prior written consent of the other party, which consent shall not be unreasonably withheld.
- Each party shall be excused from any delay or failure in performance hereunder, other than the payment of money, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
- This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflicts of law rules. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Greensburg, Pennsylvania, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
- This Agreement, together with any applicable Statement of Work or Quote, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.