TERMS & CONDITIONS

Last updated: July 1, 2026

This Agreement is enteredinto between CurbWaste, a trade name of Curbside Technologies Inc., a Delawarecorporation with its principal place of business at 30 Irving Place, New York,NY 10003 (“CurbWaste” or “Company”), and the customer that accepts these terms(“Customer”).

1.  License

1.1  License to Use

Subject to the terms and conditions of the Agreement (including withoutlimitation Customer’s obligation to pay all fees, the restrictions in Section1.2 below, and any additional use restrictions set forth herein), CurbWastegrants to Customer during the Term a limited, non-transferable,non-sublicensable, and non-exclusive license to access and use the software asset forth on Schedule A (the “Software”) in object code form only, and toreproduce and use the Documentation within the United States for Customer’sinternal business purposes (the “License”).

1.2  License Restrictions

Customer shall not: (i) use the Software or Documentation except asexpressly permitted under Section 1.1 of this Agreement; (ii) adapt, alter,publicly display, publicly perform, translate, create derivative works of, orotherwise modify the Software or Documentation; (iii) sell, resell, sublicense,lease, rent, disclose, or distribute the Software or Documentation; (iv)transfer the Software or Documentation to any third party except as provided inSection 1.1; (v) reverse engineer, decompile, disassemble, or otherwise attemptto derive the source code for the Software, except as permitted by applicablelaw; (vi) remove, alter, or obscure any proprietary notices on the Software orDocumentation; (vii) make any copies of the Software or Documentation; or (viii)allow third parties to access or use the Software, including any use in anyapplication service provider environment, service bureau, or time-sharingarrangement.

1.3  No Right to Use CurbWaste Identifying Marks

No right is granted to Customer by this Agreement to use any identifyingmark, such as, but not necessarily limited to, CurbWaste’s trademark“CurbWaste”, its trade names, trade dress, service mark, or symbol, or anysimulation, contraction, abbreviation, or colorable imitation thereof.

1.4  Reservation of Rights

All rights, including, without limitation, Intellectual Property rights,not expressly granted in this Agreement are reserved to CurbWaste. No rightsare granted by implication. The rights granted and Customer’s obligations underthis Agreement are not contingent on the development or delivery of any futureservices or functionality or features.

1.5  Definitions

As used herein, the following terms shall mean:

Affiliate. “Affiliate” means any entity that directly orindirectly Controls, is Controlled by, or is under common Control with theapplicable entity.

Control. “Control,” for purposes of the definition of “Affiliate,”means direct or indirect ownership or control of more than 50% of the votinginterests of the applicable entity, or the possession of power to direct orcause the direction of the management of the applicable entity, whether throughthe ownership of voting interests, by statute, or according to the provisionsof a contract.

Customer Data. “Customer Data” means any data, content, records,and information that Customer or its authorized users upload to, enter into,transmit through, or generate using the Software, including without limitationdata relating to Customer’s own customers, routes, service records, wastevolumes and types, and billing. Customer Data does not include Usage Data.

Data Protection Laws. “Data Protection Laws” means all privacy,data protection, and data security laws and regulations applicable to theprocessing of Personal Data under this Agreement, including, as applicable, theNew York Stop Hacks and Improve Electronic Data Security (SHIELD) Act, theCalifornia Consumer Privacy Act as amended by the California Privacy RightsAct, and other applicable United States state privacy anddata-breach-notification laws.

Documentation. “Documentation” means any material published orcreated by CurbWaste and distributed to Customer by CurbWaste in any form,including, but not limited to, visually observable materials (including printedmaterials), audio materials, audio-visual materials, and/or computer-basedmaterials, which contains information on the use of the Software, including,but not limited to, instructions for the installation, setup, modification,adjustment, operation, and/or removal of the Software.

Intellectual Property. “Intellectual Property” means and includesany and all ideas, knowledge, inventions, improvements, trademarks, servicemarks, trade names, trade secrets, software, services, or copyrights,regardless of whether in analog or digital or tangible or intangible form, thatmay be subject to protection under the patent, trademark, copyright, tradesecret, or similar statutory or common law of any state, the United States, orany foreign country.

Personal Data. “Personal Data” (or “Personal Information”) meansinformation within Customer Data that identifies, relates to, or couldreasonably be linked, directly or indirectly, with a particular individual orhousehold, as further defined under applicable Data Protection Laws.

2.  Proprietary Rights

2.1  Ownership

Customer acknowledges that CurbWaste is the owner of the Documentationand the Software, including any and all error corrections, bug fixes, patches,updates, upgrades, modifications, revision updates, or other improvements,modifications, updates, and upgrades. Customer also acknowledges that theSoftware is protected by United States copyright laws, by laws of othernations, and by international treaties. No rights or licenses to the Softwareother than those expressly granted to Customer are hereby granted to Customer,regardless of whether by implication, estoppel, or otherwise. No title to theunderlying Intellectual Property comprising the Software, including any and allcopyrights therein and trade secrets relating thereto, is hereby transferred toCustomer. Any work, deliverables, materials, software (object and source code),improvements, flow charts, specifications, designs, processes, programs, andthe tangible embodiments of same, made or conceived by CurbWaste in connectionwith the Software and/or the License, shall be and remain the sole andexclusive property of CurbWaste.

2.2  Developed Intellectual Property

Customer hereby acknowledges and agrees that, to the extent any of theservices performed by CurbWaste, its directors, officers, employees, agents,and/or assigns under this Agreement result in the creation of any IntellectualProperty that may be subject to protection under the common law of any state orunder the patent, trademark, or copyright laws of the United States and/or anyforeign country, and whether developed by CurbWaste, Customer, or jointly byCurbWaste and Customer and/or their respective directors, officers, employees,and/or agents, CurbWaste shall be deemed to be the sole and exclusive authorand owner of such Intellectual Property. Customer unconditionally andirrevocably assigns to CurbWaste all right, title, and interest worldwide in andto the Intellectual Property. CurbWaste shall have the sole and exclusive rightto prepare, file, and prosecute applications seeking protection of theIntellectual Property in the United States and any foreign country, andCustomer agrees that it and its officers, employees, agents, and contractorswill cooperate with CurbWaste and take any actions and execute any documentsthat CurbWaste needs to perfect or effectuate its rights under this Section.For clarity, this Section does not assign to CurbWaste any ownership ofCustomer Data, which is addressed in Section 2.5.

2.3  Feedback

Customer may from time to time provide CurbWaste with comments,suggestions, ideas, enhancement requests, recommendations, or other feedbackregarding the Software or CurbWaste’s business (collectively, “Feedback”).CurbWaste will be free to use, disclose, commercialize, license, and exploitsuch Feedback without any restriction. Feedback may also be used to improve theSoftware for other customers of CurbWaste.

2.4  Usage Data

CurbWaste may monitor the usage of the Software and may collect and/orgenerate data and information relating to Customer’s and any end user’s use ofthe Software (collectively, “Usage Data”). Both during and after the term ofthis Agreement, CurbWaste may use the Usage Data to operate, modify, enhance,train, and optimize CurbWaste’s algorithms and other software used to providethe Software and to develop new products and services. All Usage Data (otherthan Customer Data) will be owned by CurbWaste and may be used for any lawfulpurpose; provided, however, that any external disclosure of Usage Data, and anyuse of Usage Data to train or improve CurbWaste’s algorithms or to develop newproducts or services, will be performed using Usage Data in aggregated and/order-identified form that does not identify Customer or any individual. CurbWastewill not sell Customer’s Personal Data and will not use Customer’s PersonalData for its own independent commercial purposes outside the scope of providingthe Software.

2.5  Customer Data

As between the Parties, Customer retains all right, title, and interestin and to Customer Data. Customer hereby grants CurbWaste a non-exclusive,worldwide, royalty-free license to host, store, copy, process, transmit,display, and otherwise use Customer Data solely as necessary to provide,maintain, secure, support, and improve the Software for Customer, to prevent oraddress technical or security issues, to comply with applicable law, and asotherwise instructed by Customer or expressly permitted under this Agreement.Customer represents and warrants that it has all rights, consents, andauthority necessary to provide Customer Data to CurbWaste and to authorize theprocessing of Customer Data contemplated by this Agreement, and that CustomerData, and CurbWaste’s authorized use of it, will not violate any applicable lawor infringe or misappropriate the rights of any third party.

3.  Customer Responsibilities; Regulatory Compliance

3.1  Account and Access Security

Customer is responsible for configuring and maintaining its account, formaintaining the confidentiality of all access credentials, for all use of theSoftware by its authorized users, and for all activity that occurs under itsaccount. Customer will promptly notify CurbWaste of any known or suspectedunauthorized use of the Software or breach of its account security.

3.2  Lawful Use and Data Accuracy

Customer is solely responsible for the accuracy, quality, integrity,legality, and reliability of all Customer Data it enters into or generatesthrough the Software, and for ensuring that its access to and use of theSoftware, and its collection and use of Customer Data, comply with all laws andregulations applicable to Customer. Customer will not use the Software inviolation of any applicable law or in any manner that infringes ormisappropriates the rights of any third party.

3.3  Regulatory Compliance

Customer is and remains solely responsible for its compliance with alllaws and regulations applicable to its business, including without limitationfederal, state, and local environmental, waste-handling, transportation,manifesting, recordkeeping, and reporting requirements (such as, whereapplicable, the federal Resource Conservation and Recovery Act and itsimplementing regulations, U.S. Department of Transportation hazardous materialsregulations, and applicable state and local waste transporter permitting,registration, recordkeeping, and annual reporting requirements). The Softwareis a tool to assist Customer in managing its operations and data; it does notrelieve Customer of, and CurbWaste does not assume, any regulatory obligationof Customer. Customer is solely responsible for determining which legal andregulatory requirements apply to it, for the accuracy and completeness of alldata it enters into or generates through the Software, and for reviewing andverifying any report, manifest, calculation, document, or other output beforerelying on it or submitting it to any governmental authority or other thirdparty. CurbWaste does not represent or warrant that the Software, or any outputof the Software, satisfies, or will cause Customer to satisfy, any legal orregulatory requirement.

3.4  No Professional Advice

Nothing in the Software, the Documentation, or this Agreement constituteslegal, regulatory, environmental, tax, accounting, or other professionaladvice, and Customer should obtain such advice from qualified professionals ofits choosing.

4.  Data Protection and Security

4.1  Roles of the Parties

To the extent CurbWaste processes Personal Data within Customer Data onCustomer’s behalf in connection with the Software, the Parties intend thatCurbWaste acts as a “service provider” or “processor” and Customer as the“business” or “controller,” as those or similar terms are defined underapplicable Data Protection Laws. CurbWaste will process such Personal Data onlyto provide, maintain, secure, support, and improve the Software, and asotherwise instructed by Customer or permitted under this Agreement, and willnot sell or share such Personal Data or retain, use, or disclose it for anypurpose other than the foregoing or as otherwise permitted by applicable DataProtection Laws.

4.2  Compliance with Data ProtectionLaws

Each Party will comply with the Data Protection Laws applicable to it inconnection with this Agreement. The Parties will reasonably cooperate, atCustomer’s expense for any non-standard assistance, to enable each Party tocomply with its obligations under Data Protection Laws, including with respectto verifiable requests by individuals to exercise rights regarding theirPersonal Data. The Parties may enter into a separate data processing addendum,which, if executed, will govern in the event of a conflict with this Section asto its subject matter.

4.3  Security Measures

CurbWaste will maintain a written information security program thatincludes commercially reasonable administrative, technical, physical, andorganizational safeguards designed to protect Customer Data againstunauthorized access, use, disclosure, alteration, or destruction, consistentwith applicable Data Protection Laws (including the reasonable-safeguardsrequirements of the New York SHIELD Act). CurbWaste may update its safeguardsfrom time to time, provided that such updates do not materially diminish theoverall level of protection.

4.4  Security Incident Notification

CurbWaste will notify Customer without undue delay after CurbWastebecomes aware of a confirmed breach of security that has resulted in theunauthorized access to or acquisition of Personal Data within Customer Data inCurbWaste’s possession or control, and will take reasonable steps toinvestigate and mitigate the effects of such incident. CurbWaste’s notificationwill not be construed as an acknowledgment of fault or liability. Customer isresponsible for determining whether the incident triggers any notificationobligation owed by Customer to any individual, regulator, or other third party,and for making any such notification.

4.5  Subprocessors

Customer authorizes CurbWaste to engage Affiliates and third-partyservice providers (“subprocessors”) to process Customer Data in connection withproviding the Software, provided that CurbWaste imposes on each subprocessordata protection obligations that are no less protective than those in thisSection and remains responsible for the performance of its subprocessors’obligations hereunder.

4.6  Return and Deletion of CustomerData

Upon expiration or termination of the Term, CurbWaste will, uponCustomer’s written request made within thirty (30) days thereafter, makeCustomer Data available to Customer for export in a commercially reasonableformat. Thereafter, CurbWaste will delete or render inaccessible Customer Datain its possession or control in the ordinary course, except for copies retainedin routine back-ups or as required by applicable law, which copies will remainsubject to the confidentiality and security obligations of this Agreement.

5.  Term and Fees

5.1  Duration of License and Payment

The period during which CurbWaste will provide the License to Customer(the “Term”) will begin on the kick-off date and will continue for an initialperiod of twelve (12) months from the kick-off date (the “Initial Period”).Customer must provide the necessary automated payment information to CurbWasteprior to the provision of access to the Software. All non-recurring fees (TotalInitial Deposit) will be processed on the Effective Date. The first billedrecurring fees will be processed on the Subscription Start Date. Billing forsubscription services will commence upon the earlier of (i) Go Live or (ii)sixty (60) days from the kick-off date.

5.2  Fees

Set forth on Schedule A, which is incorporated herein, is a descriptionof the compensation to be paid by Customer to CurbWaste in consideration of theLicense (the “Fees”). Customer will be responsible for all applicable state orlocal sales or use taxes, duties, and other imposts, if any, due on account ofthe purchase by Customer of the License. To the extent that the due date forpayment of any Fee is not set forth on Schedule A, the annual Fee will be duein monthly installments on the first of the month beginning on the EffectiveDate (which shall be prorated).

5.3  Renewal

After the expiration of the Initial Period, the Term shall beautomatically renewed for a one (1) year period (each a “Renewal Period”);provided, however, that Customer may provide CurbWaste with written noticewithin the first sixty (60) calendar days of the first Renewal Period that itdesires to terminate the Term. After expiration of each Renewal Period, theTerm shall be automatically renewed for an additional Renewal Period, unlesseither Party provides the other Party with notice that it desires to terminatethe Term as of the end of any Renewal Period more than sixty (60) days prior tothe end of such Renewal Period. The Fees for the License will increase over thepricing in effect hereunder at the end of the immediately precedingsubscription term or Renewal Period, as applicable, by the followingpercentage: Price per Driver, 8.0% (each a “Renewal Price Increase”). Except asset forth in the preceding sentence, CurbWaste reserves the right to increasepricing hereunder upon sixty (60) days’ notice prior to the commencement ofeach Renewal Period.

5.4  Late Payment

Unless otherwise agreed to by the Parties, in the event any invoice orscheduled payment payable by Customer to CurbWaste is not fully paid asstipulated on Schedule A or within fifteen (15) calendar days after the date ofthe invoice, Customer agrees to pay to CurbWaste a late-payment fee of one andone-half percent (1.5%) per month of the payment due (or the maximum ratepermitted by applicable law, if less), in addition to the outstanding amount inthe invoice. Customer will reimburse CurbWaste for all reasonable costs andexpenses incurred (including reasonable attorneys’ fees) in collecting anyoverdue amounts.

5.5  Early Termination of the Term

CurbWaste may terminate the Agreement upon thirty (30) calendar days’prior written notice to Customer. The above notwithstanding, CurbWaste, in itssole discretion, may immediately terminate the Term upon written notice toCustomer in the event that Customer (i) fails to pay an amount due to CurbWasteby such amount’s due date; or (ii) breaches any provision of this Agreement anddoes not cure within five (5) calendar days of notice from CurbWaste. Customermay terminate the Agreement upon written notice if CurbWaste materiallybreaches this Agreement and fails to cure such breach within thirty (30) daysafter receiving written notice of the breach.

5.6  Effect of Termination

Upon termination of the Term (or termination of any license grantedhereunder), all rights of Customer to use the License will cease and: (i) anyamounts owed to CurbWaste under the Agreement prior to such termination will beimmediately due and payable; (ii) all License rights granted under thisAgreement will immediately terminate and Customer shall promptly stop all useof the Software; and (iii) upon request by CurbWaste, Customer shall certify inwriting to CurbWaste that it has returned or destroyed any Documentationprovided to it by CurbWaste. Return and deletion of Customer Data is governedby Section 4.6.

5.7  Survival

Sections 2 (Proprietary Rights), 3 (Customer Responsibilities; RegulatoryCompliance), 4 (Data Protection and Security), 5.6 (Effect of Termination), 5.7(Survival), 7 (Limited Warranty), 8 (Limitation of Liability), 9(Indemnification), 10 (Confidentiality), and 11 (Miscellaneous Provisions),together with Customer’s payment obligations under the Agreement, will survivethe termination of the Agreement.

6.  Support and Service Levels

CurbWaste will provide support for the Software, and any service-level oravailability commitments, as set forth on Schedule A or in an applicablesupport or service-level schedule referenced therein. Except as expresslystated in such a schedule, the Software is provided without any specificavailability, uptime, or response-time commitment, and CurbWaste may performscheduled or emergency maintenance from time to time.

7.  Limited Warranty

7.1  The Limited Warranty

CurbWaste warrants that the Software, subject to the limitations set outin Section 7.2 below, shall operate in substantial compliance with theDocumentation. Customer’s sole and exclusive remedy, and CurbWaste’s entireliability, for breach of the foregoing warranty shall be for CurbWaste to usecommercially reasonable efforts to correct the non-conforming component of theSoftware within a reasonable period of time.

7.2  Limitations and Disclaimer

IN NO EVENT SHALL CURBWASTE HAVE ANY RESPONSIBILITY TO CORRECT ANY ERRORSOR MALFUNCTIONS OR DAMAGE RESULTING FROM CHANGES TO OR MODIFICATION OF THESOFTWARE MADE BY CUSTOMER.

EXCEPT FOR THE EXCLUSIVE WARRANTY SET FORTH IN SECTION 7.1, THE SOFTWAREIS PROVIDED “AS IS.” NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE GIVENBY CURBWASTE, AND ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED ANDNEGATED. ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED.NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CURBWASTE OR ITS EMPLOYEES ORCONTRACTORS SHALL CREATE A WARRANTY OR MAKE ANY MODIFICATION, EXTENSION, ORADDITION TO THIS WARRANTY. TO THE EXTENT ANY APPLICABLE LAW PROHIBITS THEDISCLAIMER OF ANY IMPLIED WARRANTIES AS SET FORTH IN THIS PARAGRAPH, THE TERMOF SUCH IMPLIED WARRANTIES IS EXPRESSLY LIMITED TO THIRTY (30) DAYS FROM THE EFFECTIVEDATE.

CURBWASTE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THESOFTWARE’S RELIABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CORRECTNESS.CUSTOMER AGREES THAT IN NO EVENT WILL CURBWASTE BE LIABLE FOR THE RESULTS OFCUSTOMER’S USE OF THE SOFTWARE. CURBWASTE DOES NOT WARRANT THAT THE FUNCTIONSCONTAINED IN THE SOFTWARE OR ITS REPORTS WILL MEET CUSTOMER’S SPECIFIC BUSINESSREQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. BECAUSETHE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE COMPLETELY FREE OF ERRORS,CUSTOMER IS HEREBY ADVISED TO VERIFY CUSTOMER’S WORK.

8.  Limitation of Liability

8.1  Exclusion of Indirect Damages

IN NO EVENT WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ORTO ANY THIRD PARTY FOR ANY LOST REVENUES, LOST PROFITS, LOST SAVINGS, LOSS OFDATA, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OREXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE,EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS, ANDREGARDLESS OF THE THEORY OF LIABILITY.

8.2  Liability Cap

EXCEPT AS PROVIDED IN SECTION 8.3, CURBWASTE’S TOTAL AGGREGATE LIABILITYFOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THESOFTWARE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, OROTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TOCURBWASTE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELYPRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3  Exclusions from the Limitations

The exclusions and limitations in Sections 8.1 and 8.2 will not apply to:(i) Customer’s payment obligations under this Agreement; (ii) Customer’sindemnification obligations under Section 9.1; (iii) either Party’s breach ofits confidentiality obligations under Section 10; or (iv) Customer’s breach ofthe license scope or restrictions in Section 1 or any infringement ormisappropriation of CurbWaste’s Intellectual Property.

8.4  Basis of the Bargain

The Parties acknowledge that the warranty disclaimers and the limitationsand exclusions of liability set forth in this Agreement reflect a reasonableallocation of risk between the Parties and form an essential basis of thebargain, and that the Fees would be substantially higher absent suchallocation. These limitations will apply notwithstanding the failure ofessential purpose of any limited remedy.

9.  Indemnification

9.1  Indemnification by Customer

Customer acknowledges and agrees that, except for the limited warrantyset forth in Section 7.1, CurbWaste has made no representations, warranties,promises, or other commitments regarding this Agreement or the suitability ofthe Software. In light of the foregoing, Customer agrees to defend, indemnify,and hold harmless CurbWaste, its Affiliates, and their respective directors,officers, shareholders, members, managers, partners, employees, contractors,and agents (“Indemnitees”) from and against any claim, cause of action, suit,proceeding, loss, demand, fees, expenses, fines, penalties, and costs or otherdamages (regardless of whether arising out of contract, tort, or strictliability), including costs and reasonable attorneys’ fees, incurred by any Indemniteeand resulting from (i) Customer’s use of the Software; (ii) the negligent orwrongful act or failure to act of Customer, its employees, contractors, oragents occurring in connection with this Agreement; (iii) the breach byCustomer, its employees, contractors, or agents of any covenant or obligationof Customer under this Agreement; (iv) any misstatement or omission inconnection with any representation or warranty of Customer under thisAgreement; or (v) Customer Data, including any claim that Customer Data, orCurbWaste’s authorized use of it, infringes, misappropriates, or violates therights of any third party or any applicable law.

9.2  Infringement Indemnification byCurbWaste

CurbWaste shall, at its own expense, defend any suit or proceedingbrought against Customer by a third party insofar as such suit or proceeding isbased on a claim that the Software as originally delivered infringes anyIntellectual Property; provided that CurbWaste shall have no obligations underthis Section if and to the extent any such claim or suit, or any resultingliabilities, losses, damages, costs, or other expenses, are based on (i) thecombination of the Software with any product, software, or services notprovided by CurbWaste; (ii) Customer’s continued use of the Software afterCurbWaste has provided Customer with a new version or update to such Softwarethat no longer infringes; (iii) the modification of the Software by anyoneother than CurbWaste; or (iv) any data uploaded to the Software by Customer.Customer shall notify CurbWaste of any such pending suit or proceeding withinfive (5) calendar days after Customer becomes aware of any such pending suit orproceeding, and shall not settle or compromise any such suit or proceedingwithout prior written approval of CurbWaste. Upon proper notice, and ifCurbWaste is given information in Customer’s possession and reasonableassistance from Customer for the defense of the same, CurbWaste shall pay alldamages and costs awarded in such suit or proceeding against Customer.

In the event that any element of the Software is held to constitute aninfringement and the use thereof shall be enjoined, CurbWaste may, at its ownexpense and at its option, either: (a) procure for Customer the right tocontinue using the Software; (b) replace the Software with a non-infringingcounterpart that performs the same features and functionality as the Software;or (c) modify the Software so that it becomes non-infringing, so long as theSoftware maintains the same features and functionality as the latest version ofthe Software. If the options described in clauses (a)–(c) above are notreasonably available to CurbWaste, CurbWaste has the right not to provide anyportion of the Software that is the subject matter of the applicable claim orsuit, or the entirety of such Software, and the License (whether in whole or inpart, as contemplated above) will immediately terminate. This Section 9.2 setsforth the entire liability and sole and exclusive obligation of CurbWaste foractual or alleged Intellectual Property infringement with respect to theSoftware.

10.  Confidentiality

10.1  Confidential Information

By virtue of this Agreement, the Parties may have access to informationthat is confidential to one another (“Confidential Information”). ConfidentialInformation shall include, without limitation, the Software, Customer Data, anyreports or data generated by Customer’s use of the Software, the terms andpricing under this Agreement, and all information clearly identified asconfidential or that should reasonably be understood to be confidential givenits nature and the circumstances of disclosure. Any benchmarks, evaluations, orother comparative reports related to the Software are included within thedefinition of Confidential Information insofar as the content relates to or isbased on the Software. Confidential Information shall not include informationthat: (i) is or becomes a part of the public domain through no act or omissionof the receiving party; (ii) was in the receiving party’s lawful possessionprior to the disclosure and had not been obtained by the receiving party eitherdirectly or indirectly from the disclosing party; (iii) is lawfully disclosedto the receiving party by a third party without restriction on disclosure; or(iv) is independently developed by the receiving party without reference to thedisclosing party’s Confidential Information. The Parties agree to hold eachother’s Confidential Information in confidence during the Term of thisAgreement and for a period of three (3) years after termination of thisAgreement; provided that Confidential Information that constitutes a trade secretwill remain protected for as long as it qualifies as a trade secret underapplicable law. The Parties agree, unless required by law, not to make eachother’s Confidential Information available in any form to any third party forany purpose other than the implementation of this Agreement.

10.2  Required Disclosures

In the event the receiving party is required under applicable law, rule,regulation, or court or administrative order to disclose ConfidentialInformation of the disclosing party, the receiving party shall use commerciallyreasonable efforts to: (i) promptly give notice, if permitted, to thedisclosing party in order to enable the disclosing party to seek a protectiveorder or other remedy; (ii) consult with the disclosing party with respect tothe scope of the request or legal process to the extent possible; and (iii)limit any such disclosure to the extent necessary and required.

11.  Miscellaneous Provisions

11.1  Entire Agreement

This Agreement and each attachment hereto, which are hereby incorporatedinto this Agreement by reference, embody the entire understanding among theParties pertaining to the subject matter hereof, and all prior agreements andunderstandings of the Parties, whether written or oral, are superseded. It maynot be amended, changed, or modified except in writing executed by all Parties.It is binding upon, will inure to the benefit of, and will be enforceable byand against each of the Parties and their respective successors and permittedassigns. It may be executed in multiple counterparts, each of which willconstitute an original and all of which will constitute one agreement. If thisAgreement is signed and transmitted by facsimile or other form of electronictransmission, it will be treated as an original document. Each of the Partiesagrees to execute, deliver, acknowledge, or supply such further documents,instruments, and assurances as are reasonably necessary or appropriate to carryout the full intent and purposes of this Agreement. Any person executing thisAgreement in a representative capacity on behalf of any Party hereby representsand warrants to the other Parties that it has implied or express authority toenter into this Agreement on behalf of such Party which it represents.

11.2  Severability

If any provision of this Agreement is held to be illegal, invalid, orunenforceable under any present or future law, and if the rights or obligationsof any Party hereto under this Agreement will not be materially and adverselyaffected thereby, (i) such provision will be fully severable, (ii) thisAgreement will be construed and enforced as if such illegal, invalid, orunenforceable provision had never comprised a part hereof, and (iii) theremaining provisions of this Agreement will remain in full force and effect andwill not be affected by the illegal, invalid, or unenforceable provision or byits severance herefrom.

11.3  Independent Contractors

Neither Customer nor CurbWaste shall at any time be deemed to be theagent or legal representative of the other Party for any purpose. ThisAgreement does not constitute and shall not be construed as constituting apartnership, joint venture, or agency between Customer and CurbWaste.

11.4  Headings, No Third-PartyRights, and Waiver

The terms and provisions of this Agreement are intended solely for thebenefit of each Party hereto, and it is not the intention of the Parties toconfer third-party beneficiary rights upon any other person or entity. Theheadings used in this Agreement have been inserted for convenience of referenceonly and do not define or limit the provisions hereof. The waiver of any breachof any covenant or condition of this Agreement shall not hinder or otherwiseprevent the subsequent enforcement of said covenant or condition.

11.5  Notices

All notices, consents, acknowledgments, requests, or other communicationsrequired or permitted hereunder must be in writing and delivered by: (i) handdelivery; (ii) a nationally recognized overnight delivery service; (iii) UnitedStates mail, certified, postage prepaid, and return receipt requested; or (iv)email or other electronic form of transmission. The addresses of the Partiesfor delivery of any such notices are set forth under the signatures of theirauthorized representatives, provided that any Party may change its address bygiving notice to the other Party in accordance with this Section. Notices willbe deemed delivered and received when actually hand delivered if sent by method(i); the next business day if sent by method (ii); three (3) days after mailingif sent by method (iii); and the next business day after transmission, if sentby method (iv).

11.6  Full Power and Authority

Each Party represents that it has full power and authority to enter intoand perform this Agreement, and that the person signing this Agreement on itsbehalf has been properly authorized and empowered to enter into this Agreement.Each Party further acknowledges that it has read this Agreement, understandsit, and agrees to be bound by it.

11.7  Assignment

Customer may not assign, delegate, or sublet this Agreement or any of itsrights or obligations under this Agreement to any third party, eithervoluntarily or involuntarily, without the consent of CurbWaste, which consentmay be withheld in CurbWaste’s sole discretion. CurbWaste may assign, delegate,or sublet its rights and obligations under this Agreement from time to time.

11.8  Attorneys’ Fees

In the event of any litigation between the Parties concerning the subjectmatter of this Agreement, the prevailing Party shall be entitled, in additionto all other remedies and relief, to an award of reasonable attorneys’ fees andcosts.

11.9  Force Majeure

Neither Party shall be liable to the other Party for any loss or damagewhich may be suffered by the other Party due to a delay in performance or afailure to perform caused by an event beyond the affected Party’s reasonablecontrol, including without limitation any act of God, inclement weather,failure or shortage of power supplies, flood, hurricane, drought, lightning orfire, strike, lockout, trade dispute or labor disturbance, act or omission ofgovernment, highway authorities or other competent authority, epidemic orpandemic, denial-of-service or other malicious attack, or production or supplyof services by third parties. This paragraph shall not apply with respect tothe payment of any fee or other amount owed to CurbWaste by Customer pursuantto this Agreement.

11.10  Governing Law and Jurisdiction

This Agreement will be governed and construed solely and exclusivelyunder the laws of the State of Delaware, irrespective of any conflict-of-lawprovisions or any other provisions that would result in the application of adifferent body of law. Any and all disputes, actions, or proceedings arisingfrom or relating to this Agreement must be brought in federal or state court inthe County of New York, New York, and each Party hereby irrevocably submits tothe exclusive jurisdiction and venue of any such court in any such action orproceeding. Notwithstanding the foregoing, CurbWaste may seek injunctive orother equitable relief, wherever it deems appropriate, to protect or enforceits rights hereunder, in addition to any remedies available to CurbWaste at law.

11.11  Publicity

CurbWaste may identify Customer as a customer of CurbWaste and useCustomer’s name and logo in CurbWaste’s customer lists and marketing materials,in accordance with any trademark usage guidelines Customer provides. Customermay revoke this permission at any time upon written notice, after whichCurbWaste will cease such use on a prospective basis within a commerciallyreasonable period.

11.12  Counterparts

This Agreement may be executed in two (2) or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constituteone and the same instrument. Counterparts may be delivered via facsimile,electronic mail (including PDF or any electronic signature complying with theU.S. federal ESIGN Act of 2000), or other transmission method, and anycounterpart so delivered shall be deemed to have been duly and validlydelivered and be valid and effective for all purposes. The Agreement shallbecome effective when the Parties have executed this Agreement.

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