SHRED VAULT USER TERMS

These Shred Vault User Terms (“Terms”) govern the purchase and/or usage of certain document shredding and other services (“Services”) from Shred Vault, LLC, d/b/a Shred Vault, and its affiliates, subsidiaries, and contractors (“Shred Vault”  or “us” or “we” or “our”). Purchase of the Services through www.shredvault.com (the “Website”) or by other means (including but not limited to purchase at a Shred Vault Kiosk or purchase of Shred Vault Bags at participating retail outlets), and any use of the Services as a result of a promotional giveaway, is also subject to our Terms and Privacy Policy. Descriptions of the Services and applicable fees (“Fees”) reflected on the Website are incorporated into these Terms. These Terms and the other referenced documents (including our Privacy Policy) constitute a binding legal agreement (the “Agreement”) between you and Shred Vault.  References to “Customer” or “you” in these Terms means the individual or company purchasing Services under this Agreement through the Website.  In consideration of us agreeing to provide you with the Services, you agree to comply with these Terms.

From time to time Shred Vault may sell or offer services that are provided by third parties (“Third Party Services”) and such Third Party Services are subject to the applicable terms of use of such third party service providers.

1. CUSTOMER INFORMATION.

1.1 By using our Services or establishing an Account (if required as described in Section 1.2), you confirm that (a) you are the age of majority in your state and (b) you have the legal capacity to enter into and be bound by this Agreement on behalf of yourself or your company.

1.2 You may be required to have a customer account (“Account”) to purchase our products and services. Your Account is personal to the Account owner. You are solely responsible for all use of your Account, even if unauthorized, for maintaining the confidentiality of your log-in information, and for monitoring your Account for unauthorized use. We have no liability for any unauthorized use under your Account.

1.3 You agree to the use of email or other forms of electronic communication for purposes of (a) entering into this Agreement; (b) ordering Services; and (c) delivery of purchase receipts, notices, records of transactions, and other information. You also agree that from time to time we may update these Terms and our Privacy Policy by posting updated versions of such Terms and Privacy Policy on our Website. You waive any legal requirement that may require an original or non-electronic signature or agreement or delivery or retention of documents in paper format.

1.4 You agree that we may record, store, and monitor communications between you and Shred Vault and your use of the Shred Vault Kiosks, including photographs and video of Customer usage of the Kiosks. You grant Shred Vault a perpetual, irrevocable, worldwide, royalty free license to use comments, feedback, materials, or information submitted by you to provide the Services and for any other purpose permitted by our Privacy Policy.

2. OUR RESPONSIBILITIES.

2.1 We will make available for purchase through the Website, or through other means (including but not limited to retail outlets or promotional giveaways) Shred Vault bags (each a “Shred Vault Bag”) for your use solely at one of Shred Vault’s authorized kiosks (each a “Kiosk”) in connection with the Services.

2.2 We will place Shred Vault Kiosks at locations determined by us from time to time in our sole discretion to receive Shred Vault Bags from you for secure shredding of the Shred Vault Bag contents pursuant to the Services as provided for in this Agreement.  The locations of Shred Vault Kiosks will be identified by us from time to time on the Website.  We cannot guarantee the availability or full-time operation of the Kiosks.

2.3. Subject to the terms and conditions of this Agreement, we will provide the Services for the pickup, processing, transport, delivery and secure destruction of the contents of a Shred Vault Bag placed in a Kiosk. If you have an account, we will furnish an electronic Certificate of Destruction after the destruction of your registered Shred Vault Bag.

2.4 We may procure the services of any responsible third party to perform all or part of the Services, insofar as said third party complies with all security standards and procedures required of us under this Agreement, and further that said third party shall accept in writing the fiduciary responsibility requisite of the transfer of custody.  We will remain liable for all Services performed for you as required under this Agreement. While we will record all custody transfers and/or the use of any subcontractor to render contracted services under this Agreement, we are not required under this Agreement to make you aware of any use of any subcontractor, including their identity.

3. YOUR RESPONSIBILITIES.

3.1  Each Shred Vault Bag bears a unique identifying bar code and an expiration date that is thirty-six (36) months from the date of purchase.  You acknowledge and agree that the Services will not be available with respect to any Shred Vault Bag beyond its expiration date.  You agree not to resell any Shred Vault Bag.  You agree not to use a Shred Vault Bag for any purpose other than disposal of its contents by way of a Shred Vault Kiosk in connection with the Services.

3.2 Fill the Shred Vault Bag with paper-based materials to be securely shredded pursuant to the Services.  Each Shred Vault Bag holds up to ten (10) pounds of paper-based materials.  You agree not to overfill the Shred Vault Bag.  Securely close the Shred Vault Bag using the self-sealing tab taking care not to damage the Shred Vault Bag or the unique bar code on the Shred Vault Bag.  Shred Vault Bags without a valid barcode will not be accepted by a Shred Vault Kiosk.  Shred Vault Bags with an expiration date that has passed will not be accepted by a Shred Vault Kiosk.  You agree not to deposit a reopened Shred Vault Bag once it is sealed. You agree only to deposit properly sealed Shred Vault Bags into a Shred Vault Kiosk. You agree not to write, draw or attach anything to a Shred Vault Bag.

3.3 You agree not to place in any Shred Vault Bag any material that is highly flammable, may attract vermin or insects, or is otherwise dangerous or unsafe to store or handle, or any material that is regulated by federal or state law or regulation relating to the environment or hazardous materials. You warrant that you will only place paper-based materials in Shred Vault Bags for deposit in Shred Vault’s Kiosks. Non-paper materials shall not be placed in Shred Vault Bags; provided, however, staples, paper clips and other light fasteners are allowed.  You agree to reimburse Shred Vault for damage to Shred Vault’s Kiosks and other equipment or injury to personnel resulting from your breach of this warranty.

3.4 If your Shred Vault Bag was purchased online through the Shred Vault website, it will be registered to the customer account used to place the order. If your Shred Vault Bag was received through other means, such as purchase at a retail outlet or promotional give away, you will need to register the Shred Vault Bag prior to deposit. Take the Shred Vault Bag to one of Shred Vault’s Kiosks for disposal.  You will be required to scan the unique barcode located on the Shred Vault Bag in order to obtain access to the Kiosk.  You agree only to place one Shred Vault Bag in the Kiosk for each scan.  Each Shred Vault Bag must be separately scanned and confirmed by the Kiosk to be eligible for the Limited Warranty we provide under this Agreement. Completely close the Kiosk door to engage the lock.  The Shred Vault Bag will not be securely disposed of if the Kiosk door is not completely shut.  Once a Shred Vault Bag is placed in a Kiosk for disposal, it cannot be retrieved under any circumstance.  You agree not to place any materials into a Kiosk other than a properly filled and sealed Shred Vault Bag.  You warrant that you have full authority to dispose of the contents of a Shred Vault Bag by way of the Services in accordance with this Agreement.

3.5 You warrant that you are the owner, legal custodian or otherwise have the right to deliver for confidential destruction all materials you place in a Shred Vault Bag and into a Kiosk.  You agree to reimburse us for any expenses reasonably incurred by us (including reasonable legal fees) in the event of a dispute with any third party concerning the destruction of the materials provided by you to us.

3.6 You agree to follow and comply with Shred Vault’s reasonable operational requirements, as modified from time to time, regarding Shred Vault Bags, Kiosks, and similar matters as specified on the Website and on instructions placed on the Shred Vault Bags and Kiosks.

3.7  You agree to be responsible for, and warrant compliance with, all contractual restrictions and all applicable local, state, and federal laws, rules and regulations, including but not limited to environmental laws and contractual restrictions and laws governing the confidentiality, retention and disposition of information contained in any materials delivered to us via a Shred Vault Bag and our Kiosks.  We will also comply with all applicable local, state, and federal laws, statutes, regulations and ordinances, as they relate to the Services provided hereunder.

4. TERM AND TERMINATION.

4.1 This Agreement begins upon your use or attempted use of the Services.  Recurring automatic purchases of Shred Vault Bags continues until terminated by you or Shred Vault. With respect to ongoing automatic purchases, your payment method will be charged and Shred Vault Bags sent to you periodically until notice of termination is received by us prior to any such charge or shipment. By signing up for ongoing automatic purchases of Shred Vault Bags with Shred Vault, you agree that we may charge the payment method associated with your Account, automatically on a recurring basis until you cancel as provided herein.

4.2  Shred Vault may suspend or terminate this Agreement or deactivate delivered Shred Vault Bags without notice if (a) you are in breach of any of the Terms of this Agreement; (b) your use of the Services is prohibited by law or is disruptive to, adversely impacts, or causes a malfunction to the Services, Shred Vault’s Kiosks, or the use and enjoyment of the Services by other users; (c) Shred Vault receives an order from a court; (d) Shred Vault ceases to offer the Services; (e) we determine that you are abusing the Services; (f) you fail to pay the Fees when due; (g) your bank or debit or credit card provider denies or discontinues your payment method for any reason; or (h) your debit or credit card expires and you fail to update your payment information.

5. FEES AND PAYMENT.

5.1 Unless You are using the Services pursuant to an authorized free promotional giveaway, You are required to pay the Fees applicable to the Services and any other applicable charges, including taxes.  You authorize Shred Vault to charge your debit or credit card or other accepted payment method for payment of the Fees.

5.2 Fees may be charged (a) in advance of us providing the Services or (b) on a periodic basis. Set-up fees, activation fees, installation fees and other non-recurring charges will typically be charged at the time of purchase. Recurring Fees will be billed in advance and usage charges will be billed in arrears.

5.3 If any portion of your bill is not paid by the due date, Shred Vault may charge you a late fee as set forth in the Service Description. If Shred Vault utilizes a collection agency or legal action to recover monies due, you shall reimburse us for all expenses incurred, including attorneys’ fees. You agree that Shred Vault may charge your debit or credit card or other accepted payment method until all amounts due to Shred Vault are paid in full.

6. DISCLAIMERS, LIMITATION OF LIABILITY, AND LIMITED WARRANTY.

6.1 Shred Vault’s responsibility with respect to any Shred Vault Bag shall not commence until such time as the Shred Vault Bag is retrieved from the Kiosk by Shred Vault.  Shred Vault shall not be responsible or liable in any manner whatsoever for the release or loss of any materials deposited in a Shred Vault Bag or otherwise delivered to a Kiosk for secure destruction unless the release or loss is due to Shred Vault’s gross negligence or willful misconduct, in which event Shred Vault’s maximum liability for any and all claims arising with respect to the Services provided under this Agreement shall not exceed one (1) million dollars (“Limited Warranty”).

6.2  YOU ACKNOWLEDGE AND AGREE THAT SHRED VAULT SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO ANY SHRED VAULT BAG UNTIL SUCH TIME AS THE SHRED VAULT BAG IS RETRIEVED FROM THE KIOSK BY SHRED VAULT, AND ONLY AT SUCH TIME SHALL SHRED VAULT’S LIMITED WARRANTY BE AVAILABLE TO YOU.

6.3 You may, at your option, insure the contents of any Shred Vault Bag through third-party insurers for any amount. You shall cause your insurers to waive any right of subrogation against Shred Vault.

6.4 Any claim by you must be presented in writing within a reasonable time, in no event longer three (3) months after your deposit of a Shred Vault Bag into a Shred Vault Kiosk.  Shred Vault may exercise all rights granted to warehousemen by the Uniform Commercial Code as adopted in the state where the Kiosks are located.

6.5  EXCEPT AS SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS OR USEFULNESS OF THE SERVICE, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE.  WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES SHALL CREATE ANY WARRANTY.

6.6  IN NO EVENT SHALL SHRED VAULT (OR ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, OR AFFILIATES), OR ITS THIRD-PARTY LICENSORS, PROVIDERS, OR SUPPLIERS, BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OF REVENUE OR DAMAGE TO OR LOSS OF DATA ARISING OUT OF THE USE, PARTIAL USE OR INABILITY TO USE THE SERVICES, OR COSTS OF RECOVERING OR REPRODUCING ANY DATA, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY, EVEN IF SHREDVAULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, (B) ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY OR (C) PRODUCING, DELIVERING OR OTHERWISE DISCLOSING PURUSANT TO A COURT OR ADMINISTRATIVE ORDER SUBPOENA OR DISCOVERY REQUEST ANY MATERIAL DEPOSITED IN A SHRED VAULT BAG OR DEPOSITED IN A SHRED VAULT KIOSK.

6.7 CERTAIN JURISDICTIONS’ LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES AND OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, OUR EXCLUSIONS OR LIMITATIONS APPLY TO YOU ONLY TO THE MAXIMUM EXTENT ALLOWED BY SUCH LAWS.

7. INDEMNIFICATION.

You agree to indemnify, hold harmless, and defend (at our option) Shred Vault, its officers, directors, employees, affiliates, agents, and subcontractors, and any other third-party provider who furnishes Services to you against all claims, liabilities, damages, costs and expenses, including reasonable attorney’s fees, in any way related to or arising from: (a) the violation of applicable laws, regulations, or this Agreement by you; (b) the violation of rights of any third party; (c) claims for infringement of any intellectual property rights arising from your use of the Services; or (d) or any personal injury, death, or property damage attributable to you; or (e) responding to or complying with any subpoena, court order or discovery request relating to any material you submitted to Shred Vault. Defense counsel must be reasonably acceptable to Shred Vault. Shred Vault reserves the right to employ its own counsel at its own expense. You agree not to settle any Loss without the Shred Vault written consent, which will not be unreasonably withheld.

8. ADDITIONAL PROVISIONS.

8.1 All notices hereunder to Shred Vault shall be sent to Shred Vault, LLC, Attn: Manager, 4518 F Street, Omaha, NE 68117.

8.2 This Agreement shall be binding on the parties and their respective successors and assigns. You may not assign this Agreement, without our prior written consent.

8.3  Each party shall be excused from any delay or failure in performance under this Agreement for any period if and to the extent that such delay or failure is caused by acts of God, governmental actions, labor unrest, riots, unusual traffic delays or other causes beyond its control. No change, waiver, or discharge of this Agreement shall be valid unless in writing and executed by us.  This Agreement may be amended only by an amendment in writing signed by us.

8.4  If any provision of this Agreement is declared invalid by any tribunal of competent jurisdiction, then such provision shall automatically be adjusted to the minimum extent necessary to the requirements for validity as declared at such time and as so adjusted shall be deemed a provision of this Agreement as though originally included herein.  In the event the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though such provision had never been included herein.  In either case, the remaining provisions of this Agreement shall remain in effect.  The obligations of Customer under this Agreement that by their nature should survive any termination or expiration of this Agreement, shall survive such termination or expiration.

8.5 This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, except for its conflicts of laws principles that would cause the application of laws of another jurisdiction.  Each party hereby submits to the exclusive jurisdiction of the courts of such state and waives any objection to venue with respect to actions brought in such courts. THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.