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Terms and Conditions

Onsite Waste Technologies  Terms and Conditions

These Terms and Conditions Govern Customer’s acquisition and use of OnSite Waste Technology  

(Company) services Capitalized Terms have the definitions set forth herein.  

These terms and conditions were last updated on June 1, 2019. They are effective between customer  and company as of the date of customer’s acceptance of them.  

DEFINITIONS. For purposes of these terms and conditions, the terms defined in this Section shall  have the respective meanings as follows:  

  1. a) “Agreement” means the Purchase Order Form, as defined below, and these terms and  conditions.  
  2. b) “Boxes” means any waste collection receptacle used for storing waste as part of a Hauling  agreement.  
  3. c) “Company” means Bluestone Medical, Inc. dba OnSite Waste Technologies.  d) “Contract Start Date” means, as to any Equipment, the date on which such Equipment is  delivered.  
  4. e) “Contract Value” means the average monthly charges applied to a customer’s account  over the previous 6 months (or life to date if account is less than 6-months old) multiplied  by the number of remaining months of the agreement.  
  5. f) “Credit” means a monetary value placed on a customer’s billing account that will reduce  the cost of some or all services provided to the Customer.  
  6. g) “Transition Credit” means a Credit applied to a Customer’s billing account as part of the  setup process and is meant to offset expenses the Customer may incur as part of the  transition to Company’s Services.  
  7. h) “Customer” means the individual or company agreeing to the terms as stated on the  Purchase Order Form.  
  8. i) “Medical Waste” means Regulated Medical Waste.  
  9. j) “Monthly Charge” means the Monthly Charge specified in the Purchase Order Form or  in Exhibit A of this document.  
  10. k) “Promotional Pricing” means any discount offered to the customer as specified in in the  Purchase Order Form or in Exhibit A of this document.  
  11. l) “Purchase Order Form” means an ordering document or online order describing the  term, price, other charges, and other information with respect to Containers or Services  entered into by both the Company and Customer, including any addenda and supplements  thereto.  
  12. m) “Hauling” means a service in which waste is physically removed from a location using a  truck or other vehicle  
  13. n) “Pickup” means the act of removing waste from a customer location  o) “Schedule” means the calendar of expected dates on which pickups occur as determined  by the Package a customer is contracted to receive  
  14. p) “Cycle” means a month period of time that begins on a specific date each month (e.g.; the  3rd of the month). Invoices are generated at the beginning of each monthly cycle.  q) “Out of Cycle Service” means a customer requested service that is not part of the  customer’s schedule  
  15. r) “Services” means the products and services that are ordered by Customer under a Purchase  Order Form or online purchasing portal or provided to Customer free of charge (as  applicable) or under a free trial and made available to Company.  
  16. TERM OF AGREEMENT. The term of this Agreement commences on the date the  Customer first accepts it and continues for twelve (12) months or until all subscriptions  hereunder have expired or have been terminated. The Agreement will automatically renew for  a successive term unless of the same length unless either party provides the other party 60  days prior written notice of its intent not to renew before the renewal date. If Customer  continues to use the Equipment past the expiration of any term, Customer shall be deemed to  have renewed this Agreement for an additional term at the rates applicable for the new term.  
  17. CHANGES TO SERVICES. In order to reflect the changing nature of Customer’s business,  some scheduled services offered by Company may be changed on request. The terms and  restrictions of these changes are reflected in the Purchase Order Form or in Exhibit A of this  agreement. These changes may result in changes in charges incurred by customer. If services  are changed mid-month, charges may pro-rated to account for partial months of services. In  some cases, changes in services may result in overlaps in services. Unless otherwise specified,  Customer is responsible for all prior Service costs or any overlapping costs. Unless specified  in the Purchase Order, Company makes pricing changes Services at the beginning of the  Cycle.  
  18. SCHEDULES. Some services offered by the Company are offered on a schedule (e.g. weekly,  bi-weekly, monthly). Some of these services may be charged on a flat monthly basis. This  may result in the customer receiving more services in some months. Examples in the Purchase  Order Form or in Exhibit A of this document. For the sake of clarity, weekly services may  result in months having either 4 or 5 occurrences despite the cost being the same across all  months. in the Purchase Order Form or in Exhibit A of this document. The number of  occurrences in a month provides a basis for “Out of Cycle Services”. For example, in a month  with 4 scheduled occurrences, a fifth occurrence would be considered “out of cycle”. In a  month with 5 scheduled services, the sixth would be considered “out of cycle”.  
  19. OWNERSHIP. Company is the owner of the Containers and shall continue at all times to  have title to the Containers. Customer does not acquire, under this Agreement or otherwise,  any right, title or interest to the Containers, except the right to use the Containers in accordance  with the terms of this Agreement. As such, unless otherwise set forth herein, the Containers  is, and shall remain at all times, the personal property of Company, regardless of how it is or  may become attached or installed.  
  20. PAYMENT. As full consideration for the right to Services, Customer shall pay to Company  the Monthly Charge on a monthly basis beginning on the Contract Start Date. Invoices shall  
  21. be due and payable within thirty (30) days of the invoice. Invoices not paid within 30 days of  the invoice date shall be subject to interest charged at the rate of 1.5% per month or the highest  rate allowable by law, whichever is lower, for every month the amount remains unpaid.  Customer shall pay all of Company’s costs, including attorneys’ fees and expenses, incurred  in connection with the collection of past due amounts from Customer.  
  22. TRANSITION CREDITS. Company may, at its discretion, apply a Credit to a Customer’s  billing account to cover specific costs related to a Customer’s transition from a current  provider to the Company. When Transition Credits are granted, as specified on the Agreement:  
  23. They will be applied as an offset to “Monthly Charges” for a specific location. 
  24. If any Transition Credits remain unapplied to services upon termination of the Agreement, they credits will have no monetary value to either Customer or Company.
  25. TERMINATION. Upon termination of this Agreement, for any reason whatsoever.  a. Customer shall promptly return any Equipment to Company.  
  26. Except as specified in 9.c, If this agreement is terminated before the Equipment is shipped  to Customer, all charges will be refunded to Customer. If this agreement is terminated after  the Equipment is received by Customer or services started, Customer will be charged fifty percent (50%) of the average monthly invoice or Package rate(s) as specified on the Purchase  Order Form multiplied by the months remaining in the Term.  
  27. In any event, Customer will be responsible for any Charges incurred through the date the  Equipment or services are received by Company.  
  28. Additionally, for some services offered, such as pickup services, it may take up to a month  to schedule equipment pickup and to fully cancel the service. Any termination of this  Agreement, whether for breach or otherwise, shall not relieve Customer of any obligation  accruing prior to such expiration or termination.  
  29. WARRANTY DISCLAIMER. Customer acknowledges that the services provided  hereunder is provided on an “as is” and “as available” basis only, without warranty of any  kind, and all express, implied or statutory warranties, conditions, representations, including  but not limited to, the condition of the equipment, the implied warranties of title,  merchantability, fitness for a particular purpose, accuracy, timeliness, completeness, adequacy  and noninfringement or warranty arising out of course of performance, course of dealing or  usage or trade are excluded by company. Company does not warrant that the services will  meet the requirements of any person and operate on an uninterrupted or error-free basis.  
  30. LIMITED LIABILITY. In no event shall company be liable or obligated to customer in any  manner for any special, non-compensatory, consequential, indirect, incidental, statutory or  punitive damages of any kind, including, without limitation, lost profits and lost revenue,  regardless of the form of action, whether contract, tort, negligence, strict product liability or  otherwise, even if informed of or aware of the possibility of any such damages in advance. In  no event shall company’s aggregate liability under this agreement exceed the aggregate  amount of payments by customer to company hereunder or $10,000, whichever is less. The  limitations set forth above shall be deemed to apply to the maximum extent permitted by  applicable law and notwithstanding the failure of the essential purpose of any limited  remedies. The parties agree that the allocation of the risks of this agreement between the  parties is reasonable. This allocation is reflected in the pricing of the equipment and is an  essential element of the basis of the bargain between the parties.  
  31. INDEMNIFICATION. Each party agrees to indemnify, defend, and hold harmless the other  party from and against any loss, cost, or damage of any kind (including reasonable outside  attorneys’ fees) to the extent arising out of its breach of this Agreement, and/or its negligence  or willful misconduct. For the sake of clarity, this includes reasonable attorney’s fees and  costs, of whatever kind and nature (”claims”) arising out of the use of Services, including  without limitation claims arising by contract or tort including negligence, strict liability or  otherwise, regardless of where, how and by whom the Services were provided or any failure  on the part of Customer to perform or comply with any of its obligations under this Agreement.  If any claim is made against Customer or Company, the party receiving notice of such claim  shall promptly notify the other, but the failure of such person receiving notice so to notify the  other shall not relieve Customer of any obligation under this Agreement. This indemnity shall  survive the expiration or other termination of this Agreement.  
  32. INSURANCE. Customer shall hold Company harmless from all claims, demands and suits  arising out of the performance of Customer’s obligations hereunder or for any other damages  to Customer, Company or any third party that could have been covered by obtaining proper  insurance.  
  33. TAXES. Customer shall pay all applicable license and registration fees, sale and use taxes,  personal property taxes and all other taxes and charges relating to the ownership, leasing,  rental, sale, purchase, possession or use of the Equipment as part of the monthly payment or  as billed by Company.  
  34. REPRESENTATIONS, WARRANTIES AND COVENANTS. Customer represents,  warrants, and/or covenants to Company that: a) Customer has the authority to enter into this  Agreement; (b) the person executing this Agreement on behalf of Customer has been duly  authorized and has all required corporate approvals if applicable; (c) by entering into this  Agreement, Customer is not in violation of any laws or agreements applicable to Customer;  (d) Customer’s obligations under this Agreement are absolute and shall continue in full force  and effect regardless of the inability of Customer to use the Services for any reason. 
  35. USE OF TRADEMARK Customer consents to Company’s use of its name and logo for the purposes of press releases and Company’s client list (which may be published on its website, and in hard copy materials, or displayed in Company facilities). Client may use the Company  name and logo for the same purposes. 
  36. DEFAULT AND REMEDIES.  
  37. Company may declare Customer in default under this Agreement if: (i) Customer fails to  pay any obligations; (ii) Customer breaches any representations, warranties or obligations  under this Agreement; (iii) Customer becomes insolvent or ceases to do business as a going  concern; (iv) a bankruptcy petition is filed by or against Customer and the petition is not  dismissed within forty five (45) days of the filing date; (v) there are any material adverse  change to Customer’s financial condition or any material changes in the ownership of  Customer; or (vi) Customer defaults under any other agreement or contract with Company  or an affiliate of Company.  
  38. Upon the occurrence of one or more of the above events of default, Company may do one  or more of the following: (i) declare all obligations under this Agreement immediately due  and payable; (ii) require Customer to return the Boxes and/or (iv) pursue any other remedy  available at law or in equity. If Customer fails to promptly return the Boxes upon demand  by Company, Company may peacefully take possession of the Boxes without notice to or  consent of Customer. Waiver of any default shall not be a waiver of any other or  subsequent default. 
  39. If Company incurs any actual attorney’s fees or other costs and expenses in connection  with the enforcement, assertion, defense or preservation of Company’s rights and remedies  under this Agreement, Customer shall pay all of such fees, costs or expenses to Company,  or if prohibited by law, such lesser sum as may be permitted. 
  40. COMPLIANCE & INSPECTION. Customer shall comply with all governmental laws,  regulations, requirements and rules, including without limitation environmental and licensing.  The Customer acknowledges that they are responsible for ensuring that their business is in  compliance with all applicable regulations for their practice, including but not limited to;  training, internal processes, treatment and disposal of all medical waste.  
  41. FURTHER ASSURANCES. Customer shall execute all documents and take all further  actions requested by Company to protect Company’s interests under this Agreement. If an  individual is signing on behalf of Customer that individual represents that he or she has  authority to bind the Customer. 
  42. FORCE MAJEURE. Customer agrees that Company is not liable for any error, interruption,  delay or failure occasioned by any circumstances beyond Company’s control including but not  limited to acts of God, discrepancies or ambiguities in any orders, weather, failure of utilities  or communication media, strikes, industrial sabotage, war, governmental interference, and  error, delay or insolvency. 
  43. MISCELLANEOUS. 
  44. NOTICE. Any consent, notice or report required or permitted to be given or made under  this Agreement shall be deemed effective when given in writing and (a) personally  delivered, (b) received through certified mail, return receipt requested, or (c) received by  nationally recognized overnight delivery, sent to the addresses set forth on the Purchase  Order Form, or to such other address as the addressee shall have last furnished in writing  to the addressor. 
  45. ASSIGNMENT. Customer may not assign or otherwise transfer (whether voluntarily, by  operation of law or otherwise) this Agreement or any of its rights or obligations hereunder  without the prior written consent of Company. Any permitted assignee shall assume all  obligations of Customer under this Agreement. Any purported assignment or transfer by  Customer in violation of this Section shall be void. Company may assign or otherwise  
  46. ARBITRATION. In the event of any dispute, claim or controversy arising out of or  relating to this Agreement, including any action in tort, contract or otherwise, at equity or  at law, and any claims of alleged breach, including, without limitation, any matter with  respect to the meaning, effect, validity, termination, interpretation, or enforcement of this  Agreement (a “Dispute”), such Disputes shall be resolved as follows: (a) any Party may  initiate mediation proceedings by writing a letter to the other Party setting forth the  particulars of the Dispute, the terms of the Agreement that are involved, and the suggested  resolution of the Dispute. If the Dispute is not resolved within thirty (30) days after  delivery of the initial written letter setting forth the particulars of the Dispute, any such  Party may submit such Dispute privately and confidentially to binding arbitration in  California by one arbitrator mutually agreed upon (or, if none appointed pursuant to the  Commercial Arbitration Rules of the American Arbitration Association), subject to the  arbitrator executing an appropriate confidentiality agreement. The result of any such  arbitration shall be binding but shall not be made public unless necessary to confirm same  after non-compliance by a party; (b) the costs and expenses of such arbitration, including  reasonable attorney’s fees and the costs and fees of the arbitrator, shall be borne by the  losing Party to such arbitration; (c) any Party may apply to a California court having  jurisdiction hereof and seek injunctive relief so as to maintain the status quo until such  time as the arbitration award is rendered or the Dispute is otherwise resolved. The  foregoing provisions shall not be interpreted to require Company to submit to mediation  or arbitration prior to exercising Company’s right, if any, to pursue equitable relief from a  court of competent jurisdiction at any time or to terminate this Agreement in accordance  with the terms hereof. 
  47. GOVERNING LAW. This Agreement shall be governed by and construed and enforced  in accordance with the laws of the State of California, without regard to the conflicts of  law principles thereof. Customer consents and agrees that the courts of California and the  United States District Court for California shall have personal jurisdiction over Customer,  as well as subject matter jurisdiction with respect to any provision of this Agreement and  shall be the exclusive forums for any litigation arising out of or relating to this Agreement.
  48. AMENDMENTS. This Agreement may be amended, or any term hereof modified, only  by a written instrument duly executed by both Parties. 
  49. WAIVER. The waiver by a Party of any right hereunder, or of any failure to perform or  breach by the other Party hereunder, shall not be deemed a waiver of any other right  hereunder or of any other breach or failure by the other Party hereunder whether of a  similar nature or otherwise. 
  50. COUNTERPARTS. This Agreement may be executed in any number of counterparts,  each of which shall be deemed an original, but all of which together shall constitute one  and the same instrument. For the purposes of executing this Agreement, the Parties agree:  (i) a document signed and transmitted electronically or by facsimile shall be treated as an  original document; (ii) the signature of any party on such document shall be considered as  an original signature; (iii) the document transmitted shall have the same effect as a  counterpart thereof containing original signatures; and (iv) at the request of Company,  Customer, who executed this Agreement and transmitted the signatures electronically or  by facsimile, shall provide the original signature to Company. 
  51. SEVERABILITY. The invalidity or unenforceability of any provision hereof, whether  in whole or in part, for any reason, will not affect the remaining provisions, and all terms  and conditions will be construed in all respects as if any such invalid or unenforceable  provision(s) were omitted. 
  52. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the  Parties with respect to the subject matter of this Agreement and supersedes all previous  and contemporaneous agreements, representations, warranties, and understandings that  exist or may have existed between the Parties regarding such subject matter. There are no  oral statements, representations, warranties, undertakings or other agreements between the  Parties.

transfer this Agreement without the prior written consent of Customer.