GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES

Last updated: October 1, 2021

1. Applicability. The following terms (“Terms“) constitute an agreement between WasteWell, LLC, a Pennsylvania limited liability company (the “Company,” “us,” “we,” or “our“) and you that governs your use of the Company’s services and content. Please read these Terms before purchasing any products in our shop (the “Product”) or signing up for curbside composting services (the “Service“) operated by the Company.

These Terms are the only terms that govern the sale by the Company of Products and Services. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products and/or Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

Your access to and use of the Product or Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all customers who use the Service. By accessing or using the Product or Service you agree to be bound by these Terms.

2. Purchases.

If you wish to purchase any product or service made available through the Company (each, a “Purchase“), you may be asked to supply certain information relevant to your Purchase including, without limitation, your name, address, and payment information. For customers with existing accounts, purchases will be charged to the payment on file.

3. Subscriptions. Our Services are billed on a subscription basis (“Subscription(s)“). You will be billed in advance of provision by us of the Services on a recurring basis each month or each year, based on the billing schedule you select on the date you sign up for the Service using the payment method on file in your customer account.

Each Subscription includes a 30-day free trial, which commences upon purchase of the Subscription. If you cancel our Services pursuant to Section 5 of these Terms prior to the end of the trial period, you will not be charged for the Subscription. Your account will be charged 30 days after your purchase of the Subscription.

At the time of purchase, you will create a customer profile to access the customer dashboard and related information on this account dashboard.

4. Service Pick Up Policy. We will provide Services on the Service Date. In accordance with the nature of our service, we will collect certain types of organic waste, as further described in our “What Do We Collect” list. (https://www.mywastewell.com/what-can-i-compost/). All organic waste left for pick up should fit into the bucket(s) provided to you by us. If your bucket(s) do(es) not have sufficient space to hold the organic waste you wish for us to collect, you can upgrade your Subscription to add additional bucket(s), in accordance with pricing at the time of the Subscription modification. All buckets are the property of the Company. You will be charged $10 for damage and/or replacement of a bucket leased to you during the Service Period. As used herein, the term “Service Period” shall mean the period starting on the most recent billing date and ending on the day before the next billing date. This may be one month or one year, depending on the billing cycle and Subscription you selected. The term “Service Date” shall mean the recurring date on which we provide curbside composting services to the customer.

5. Service Termination. You may cancel your service at any time through your customer dashboard or by sending us an email at [email protected] to request termination. We reserve the right to terminate service at any time. No refunds are provided for cancellation during the middle of a Service Period unless cancellation is initiated by us, in which case we will provide a pro-rata refund based on the number of days that have passed in the Service Period. Bucket(s) must be available for collection by us on your final Service Date during the Service Period or on the last day of Services in the event of your termination of Services. You will be charged $10 in the event the bucket is not returned on the final Service Date during the Service Period.

6. Subscription Referral Discount. We offer a referral discount when you refer a customer who signs up for our service. When a new customer signs up for any of our Subscriptions using your unique referral link, you and the new customer will each receive a credit to your account for the published referral credit amount at the time of the referred new customer signup. You can find your unique referral link in your customer dashboard. The credit will be applied to your next purchase or Subscription payment. Although the credit is applied to your account at the time of sign up, the credit may be reversed if the referred customer terminates Service during the referred customer’s free-trial period.

7. Products.

(a) Any Products ordered through your account will be charged to the payment method on file in your customer dashboard at the point of sale and delivered to you on the next regularly scheduled Service Date, subject to the availability of the Products.

(b) If delivery of the Products is prevented or delayed by any act or omission by you or anyone in your household or building, we will not be deemed in breach of our obligation to deliver products to you or otherwise liable for any costs, charges, or losses incurred by you, in each case, arising directly or indirectly from such prevention or delay.

(c) All prices for Products are exclusive of sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind unless otherwise noted in our online storefront. You will be responsible for all such charges, costs, and taxes.

(d) Except for Products designated as final sale or non-returnable, we will accept a return of the Products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 30 days of delivery with valid proof of purchase and provided such Products are returned in their original condition. To return Products, you must email us at [email protected] with reference to your name, customer number, order number, and delivery location. You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. Refunds are processed within approximately five business days of our receipt of the Products. Your refund will be credited back to the same payment method used to make the original purchase.

8. Links to Other Websites. Our websites, accessed at www.mywastewell.com, and social media may contain links to third-party websites or services. We do not own or have control over the contents of those websites or the services or goods offered by those third-party websites or services. We accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to our website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

9. Changes. We may revise, modify, or update these Terms from time to time in our sole discretion. All changes are effective immediately upon the “Last Updated Date” set forth above. You should review these Terms prior to purchasing any Product or Services from us Your purchase of Products or Services after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

10. Copyright. Unless otherwise noted, the design, content, and all components of the Company materials are copyrights owned by Company or third parties and are protected by United States and international copyright laws and should not be reused or republished without express written permission.

11. Trademarks. Company’s trademarks and trade dress may not be used in connection with any product or service that is not Company’s, in any manner likely to cause confusion among consumers, or in any manner that disparages or discredits Company or its owners. From time to time, the Company will legally utilize trademarks owned by third parties. These trademarks are the respective property of their owners and the Company makes no claim of ownership.

12. Communication. If you send Company an email, register for an account connected with our Services, or provide your email to Company in any other way, you consent to receive communications from Company electronically. You agree that all legal notices provided via electronic means from Company satisfy any requirement for written notice.

13. Notices. All notices with respect to the Terms of Use must be in writing and may be sent via email to [email protected] for Company and to the email address provided by you at the time of purchasing the Products or Services.

14. Warranties.

(a) Company warrants that for a period of six months from the date of delivery of the Products, such Products will be free from material defects in material and workmanship. EXCEPT FOR THE WARRANTY SET FORTH IN THE PRECEDING SENTENCE, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(b) Products manufactured by a third party (“Third Party Product“) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Products. For the avoidance of doubt, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(c) Company shall not be liable for a breach of the warranties set forth in Section 14(a) unless: (i) you give written notice of the defective Products, reasonably described, to us within 30 days of delivery; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 14(a) to examine such Products and you (if requested to do so by us) return such Products to our place of business at our cost for the examination to take place there; and (iii) we reasonably verify your claim that the Products are defective. Subject to Section 14(a) and Section 14(b) above, with respect to any Products, Company may, in its sole discretion, (i) repair or replace the applicable Product or (ii) credit or refund the price of such Product at the pro rata contract rate provided that, if we so request, you shall at our expense return the Product to us. THE REMEDIES SET FORTH IN THIS SECTION 14(c) SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN Section 14(a).

15. Limitation of Liability.

(a) IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO COMPANY FOR THE GOODS AND SERVICES SOLD HEREUNDER.

(b) IN NO EVENT SHALL COMPANY BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(c) The limitation of liability set forth in Section 15(b) shall not apply to (i) liability resulting from Company’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Company’s acts or omissions.

16. Waiver. No waiver by Company of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Company. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

17. Force Majeure.  We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, epidemic, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

18. Assignment. You shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of Company. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms.

19. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

20. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.

21. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Pennsylvania in each case located in the County of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

22. Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

23. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms including, but not limited to, the following provisions: Governing Law, Submission to Jurisdiction, and Survival.

24. Entire Agreement. These Terms, our Website Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.