PROTECTPLUS TERMS AND CONDITIONS

The customer (“Customer”) named on the ProtectPLUS Order Form (“Order Form”) and Stericycle, Inc., under its trade name Shred-it (“Shred-it”), agree that the terms and conditions on the Order Form and these ProtectPLUS Terms and Conditions constitute the agreement for Customer’s ProtectPLUS subscription (the “Agreement”).

1. Subscription Services. Shred-it will provide the following to Customer for its subscription to ProtectPLUS: (a) containers and related equipment (“Equipment”) for the collection and storage of Customer’s paper and other agreed upon Customer materials (“Materials”) as identified on the Order Form; (b) pickups of the Materials as identified on the Order Form; and (c) access to training modules and sample policies located in Shred-it’s MyShredit Portal (collectively, the “Subscription”). The number of containers for collection of Materials will be determined by Shred-it. With respect to the Materials, Shred-it will: (i) collect the Materials on a regularly scheduled and mutually agreed basis, (ii) destroy the Materials using mechanical devices, (iii) provide Customer with a Proof of Service if requested by Customer within 90 days of service, and (iv) recycle or otherwise dispose of the Materials. Changes in the types, size and amount of Equipment and the frequency of service may be mutually agreed to in writing by the parties, without affecting the validity of this Agreement.

Customer will adhere to Shred-it’s specified procedure when scheduling additional dates for removal and destruction of Materials by calling the Shred-it toll free number at 1-800-697-4733 or emailing Customer-Relations@Stericycle.com

2. Equipment. Customer shall have the care, custody and control of any Equipment owned by Shred-it and placed at Customer’s premises and accepts responsibility and liability for the Equipment and its contents. Any damage or loss to such Equipment, other than normal wear and tear, will be charged to Customer at full replacement value. Customer shall not place Prohibited Materials in any Equipment. “Prohibited Materials” are defined as any items that are not Materials, including, but not limited to: any hazardous waste, any material that is highly flammable, explosive, toxic, a biohazard, medical waste, or radioactive, or any material that is illegal or unsafe. Customer shall be liable for damages resulting from the placement of any Prohibited Materials in Equipment.

3. Term and Renewal. Customer’s Subscription will begin on the Effective Date set forth on the Order Form and shall continue for the term specified on the Order Form (the “Initial Term”). Customer’s Subscription will automatically renew for successive terms as specified on the Order Form (each, an “Extension Term”), unless either party gives the other party at least 60 days’ written notice, prior to the renewal date, of its request to not renew the Agreement. The Initial Term and each Extension Term, if any, are collectively referred to as the “Term”. Upon the expiration or termination of this Agreement, Customer shall (a) pay Shred-it all amounts due for the Subscription through the effective date of expiration or termination and any other amounts due to Shred-it, which may include a final pickup fee; and (b) return all Equipment to Shred-it on or immediately following the expiration or termination. Shred-it reserves the right to retrieve its Equipment from Customer wherever located in the event Customer fails to promptly return such Equipment. Shred-it may bill Customer for the replacement cost of any damaged or unreturned equipment.

4. Pricing. Customer shall pay the fees on the Order Form and any applicable surcharges and taxes to Shred-it (“Subscription Fee”). Shred-it reserves the right, in its sole discretion, to increase the amount of the Subscription Fee or adjust or add a surcharge from time to time. Shred-it will provide notice of any new surcharge to Customer, which notice may be included on an invoice. Subscription-based pricing is a minimum monthly fee based in part on the number of stops and containers Shred-it determines after consulting with Customer. The number of stops and size and quantity of containers is on the Order Form. If in a given month, Customer requires services beyond the quantities listed on the Order Form, the total charge to Customer will increase based on the amount of additional units serviced and the number of additional stops serviced. If in a given month, the services are below the quantities listed on the Order Form, Customer shall have no right of refund, credit or set-off. Customer agrees to pay any additional applicable fees according to the then-current prices found at https://www.shredit.com/en-us/fees, which is hereby incorporated by this reference and is subject to change from time to time in Shred-it’s discretion.

5. Payment Terms. Customer agrees to pay all charges associated with the Subscription, as set forth or referenced in the applicable Order Form or invoiced by Shred-it. Shred-it will invoice Customer in advance on a monthly basis for the monthly recurring Subscription Fee arising under the Agreement. Any amounts not paid to Shred-it within such period will be considered past due. If an Effective Date is not the first day of a billing period, Customer’s next monthly invoice shall include a prorated charge for the Subscription, from the Effective Date to the first day of the new billing. Customer shall pay in full each Shred-it invoice within 30 days of the date of such invoice by ACH or other agreed upon means. Any invoiced amounts not received by Shred-it within that timeframe will be subject to a late fee of 1.5% per month (or the maximum amount allowed by law). Customer shall reimburse Shred-it for all costs that it incurs in collecting overdue amounts from Customer. Shred-it may, with notice, suspend services until any overdue amounts (plus interest charges and collection fees, if any) are paid. Customer shall also pay all taxes imposed by any governmental authority with respect to the purchase of any services and products hereunder, including all sales, use, excise, occupation, franchise and similar taxes and tax-like fees and charges (but excluding all taxes on Shred-it’s net income). Shred-it will reasonably cooperate with Customer to determine the applicability of exemption certificates, if any, that Customer provides in a timely manner to Shred-it.

6. Payment by Credit Card. Shred-it will accept credit card payments for charges generated under the Agreement. By providing Shred-it with a credit card number, Customer authorizes Shred-it to charge the card for all charges generated under this Agreement, until (a) this Agreement is terminated or (b) Customer provides sixty (60) days’ prior notice that Shred-it stop charging the credit card. Customer agrees to provide Shred-it with updated credit card or alternate payment information on a timely basis prior to the expiration or termination of the credit card on file or in the event that Customer’s credit card limit is or will be insufficient to cover payment. If Shred-it is unable to charge Customer's credit card for any reason, Customer agrees to pay all amounts due, including any late payment charges or bank charges, upon demand by Shred-it. Shred-it may limit the option to pay by credit card to specific Services or may discontinue acceptance of credit card payments in whole or in part upon thirty (30) days’ prior notice to Customer.

7. Billing. By entering into the Subscription, Customer agrees that it will not receive a paper bill in the mail and will instead receive a digital bill via Shred-it’s MyShredit Portal each month. Shred-it shall not be required to adopt Customer’s billing process or to use Customer’s preferred billing portal. If Shred-it agrees to depart from its standard billing process (which is entirely within Shred-it’s discretion), such departure may be made provided that: (a) Customer agrees to pay a billing surcharge; (b) Customer reimburses Shred-it for all fees or other costs payable for the use of Customer’s portal; and/or (c) Customer agrees to any other reasonable requirements of Shred-it related to the use of non-standard billing processes.

8. Termination. (a) Either party may immediately terminate this Agreement, in whole or in part, upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice of such breach. Documented service or performance deficiencies by Shred-it or nonpayment by Customer of amounts rightfully owed to Shred-it or Customer's failure to comply with Shred-it policies related to the Subscription shall constitute a material breach. (b) Either party may terminate this Agreement for convenience by giving the other party at least sixty (60) days’ notice, however, if Customer terminates this Agreement for convenience, Customer shall be required to promptly pay Shred-it (i) all unpaid invoices and any late charges thereon; and (ii) as liquidated damages and not as a penalty, an amount equal to 50% of the Subscription Fee multiplied by the number of months (including any partial months) remaining until the expiration date of the Term.

9. Indemnification. Shred-it shall indemnity and hold Customer harmless from any liabilities arising from third party claims that result from Shred-it’s gross negligence or willful misconduct in performing obligations under this Agreement. Customer shall indemnify, defend and hold harmless Shred-it and its parents, subsidiaries, affiliates, successors and assigns, and each of their respective shareholders, members, officers, and directors, from all losses, liabilities, damages, claims, penalties, fees, expenses, judgments and costs (including reasonable attorney’s fees and costs) (collectively, “Damages”), as a result of Customer’s actual or threatened breach of its obligations under this Agreement (including, without limitation, any Damages relating to the Equipment, any Damages relating to the Materials, and any Damages relating to the destruction, removal or disclosure of such Materials). In addition to all other legal and equitable remedies, if it becomes necessary for Shred-it to enforce the terms of this Agreement, including but not limited to any action to collect sums due hereunder, Shred-it shall be entitled to an award of its reasonable attorney’s fees, litigation expenses and costs of collection.

10. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SHRED-IT WILL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, FINES, CIVIL PENALTIES, GOODWILL, DATA, THE COST OF REPLACEMENT GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES) ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SHRED-IT’S BREACH OR ALLEGED BREACH OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SHRED-IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHRED-IT’S AGGREGATE LIABILITY, IF ANY, IS LIMITED TO THE AMOUNT OF SUBSCRIPTION FEES RECEIVED BY SHRED-IT FROM CUSTOMER UNDER THE AGREEMENT DURING THE PRECEDING TWELVE (12) MONTH PERIOD PRIOR TO THE ALLEGED LIABILITY.

11. Warranty. Shred-it will perform the services related to the Subscription in a professional, workmanlike manner, consistent with applicable industry standards. In the event that Shred-it’s services do not conform to this warranty and Customer notifies Shred-it of such within ten (10) business days of receipt of non-conforming services, Shred-it’s exclusive obligation (and Customer’s exclusive remedy) will be for Shred-it to re-perform such services at no additional cost to Customer.

12. Compliance Materials. To the extent that Shred-it provides Customer with electronic or printed materials (“Compliance Materials”), it provides these subject to a limited license to Customer to use Compliance Materials for its own, non-commercial use. Shred-it may revoke this license at any time. Customer may not copy or distribute Compliance Materials or use or republish Compliance Materials for or to any third party or audience. Customer agrees to return all Compliance Materials to Shred-it at Customer’s expense at the expiration or termination of this Agreement. Shred-it may charge Customer a fee for failure to return Compliance Materials.

13. Confidentiality. Customer and Shred-it agree to not disclose to any third parties and will keep confidential all Confidential Information (defined herein) provided to the other party in connection with this Agreement and will use the same solely for the purposes provided in this Agreement. As used herein, “Confidential Information” means the Order Form and any information provided by one party to the other in confidence that relates to the disclosing party’s pricing, policies, procedures, property, business and/or affairs, other than (a) information that is or has become publicly available due to disclosure by Customer or by a third party having a legal right to make such disclosure and (b) information previously known to the other party free of any obligation to keep it confidential prior to receipt of the same from Customer.

14. Compliance with Laws. Each party shall comply with all laws, rules and regulations applicable to its performance hereunder, including anti-corruption and economic and trade sanctions laws. Each party shall keep adequate books, records and documentation as required by applicable laws, rules, and regulations pertaining to the Subscription.

15. Excuse of Performance. Excluding any payment obligations, in the event either party is prevented, hindered or delayed from the performance of any act required hereunder by reason of acts of God, acts of war or terrorism, pandemics, shortages, labor difficulties or civil unrest, legal process, failure of power or any other similar reason not directly the fault of such party, or by reason of the other party or its agents, then performance of such act shall be excused for the period of delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

16. Exclusivity. During the Term, Shred-it shall be the exclusive provider of the information destruction services to Customer at all of its locations.

17. Third Party Agents. Shred-it reserves the right to deal solely with the Customer and not with any third party agents of the Customer. Customer represents and warrants to Shred-it that it is acting for its own account and not through a broker or agent. Shred-it shall be entitled to terminate this agreement and seek all available legal remedies, including but not limited to liquidated damages, in the amount set forth herein for Customer’s breach of this representation and warranty.

18. Entire Agreement. The Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes any prior agreements and arrangements between the parties. No term or condition contained in a Customer purchase order, invoice acknowledgment, or any other document from Customer shall be binding upon Shred-it unless agreed to by Shred-it in writing. In the event of a conflict between these Terms and Conditions and the Order Form, the Order Form shall govern.

19. Amendment; Additional Terms. (a) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Subscription or to modify these Terms and Conditions. In addition, we reserve the right to provide you with operating rules or additional terms that may govern the Subscription (“Additional Terms”). To the extent any Additional Terms conflict with the Agreement, the Additional Terms will control. (b) Modifications to these Terms and Conditions or Additional Terms will be effective immediately upon notice, either by posting on our website, or written notification (which may be made by email). It is Customer’s responsibility to review the Terms and Conditions from time to time for any changes or Additional Terms. Customer’s access and use of the Subscription following any modification of these Agreement or the provision of Additional Terms will signify Customer’s assent to and acceptance of the same.

20. Waiver; Savings; Survival. No waiver shall be effective unless submitted in writing by the party granting such waiver. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement and no waiver of any breach or duty under this Agreement shall be deemed a waiver of any other breach or later instances of the same duty.

21. Assignment. Neither party shall assign any right, obligation or duty, in whole or in part, nor of any other interest hereunder, without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing, Shred-it may assign this Agreement to any affiliate, related entity, or successor in interest without Customer’s consent. All obligations and duties of either party under this Agreement shall be binding on all successors in interest and assigns of such party.

22. Independent Contractor. Shred-it’s relationship with Customer is that of an independent contractor, and nothing in this Agreement shall be construed to designate Shred-it as an employee, agent or partner of or a joint venture with Customer.

23. Notices. All required notices, or those which the parties may desire to give under this Agreement shall be in writing and sent to the Customer's address set forth on the first page of this Agreement, and in the case of Shred-it, to the Shred-it at: 2355 Waukegan Road, Bannockburn, IL 60015, Attn: Legal Department. Notices shall be effective when received.

24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument. A copy, facsimile or electronic document of this Agreement shall be as effective as an original.

25. Use of Logo. Customer may not use Shred-it, Stericycle or any of its affiliate’s name and/or logo for any purposes whatsoever without Shred-it’s advance written consent.

26. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby and will remain in full force and effect.

27. Governing Law/Dispute Resolution/Agreement to Arbitrate/Class Waiver. Except as otherwise set forth herein, this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to the conflict of law provisions. Any dispute or issue or controversy arising in connection with or relating to this Agreement in any way whatsoever or between the parties (“Disputes”) that the parties are unable to resolve informally or through mediation or other means shall solely and exclusively be resolved by binding and final arbitration before the American Arbitration Association (“AAA”) in arbitration governed by the Federal Arbitration Act (as the parties acknowledge that the services provided involve interstate commerce) and by means of AAA’s Commercial Arbitration Rules and Mediation Procedures (as amended and effective September 1, 2022) (“AAA’s Rules”). To the extent that AAA’s Rules are subsequently amended, the parties agree that AAA’s Rules will be utilized as they existed on September 1, 2022, unless the parties agree otherwise. Expenses of the arbitration (including compensation of the arbitrator) shall at all times be borne equally by the parties, and administrative expenses shall be borne in the manner specified in Rule R-55 of AAA’s Rules. The parties will, however, bear their own legal fees. All issues of arbitrability will be decided exclusively by the arbitrator.

All Disputes will be determined on an individual, non-class basis, and in no event shall class arbitration be allowed or utilized nor shall the claims of any other party be consolidated with the claims of any Customer in any arbitration conducted under this provision. To the extent permissible under governing law, Customer further agrees to not participate as a party or absent class member in any class action or other representative proceeding. The exclusive jurisdiction and forum for resolution of any Dispute shall be by arbitration, which shall take place in the state where Customer is located at the closest AAA office.