Terms & Conditions

Last updated: October 29, 2025

1 : License

• 1.1. License to Use.  

Subject to the terms and conditions of the Agreement (including without limitation Customer’s obligation to pay all fees, the restrictions in Section 1.2 below, and any additional use restrictions set forth herein), CurbWaste grants to Customer during the Term a limited non-transferable, non-sublicensable, and non-exclusive license to access and use the software as set forth on Schedule A (the “Software”) in object code form only and to reproduce and use the Documentation within the United States for Customer’s internal business purposes (the“License”). 

• 1.2. License Restrictions.  

Customer shall not: (i) use the Software or Documentation except as expressly permitted under Section 1.1 of this Agreement; (ii) adapt, alter, publicly display, publicly perform, translate, create derivative works of, or otherwise 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 in Section 1.1; (v) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software, except as permitted by applicable law; (vi) remove, alter or obscure any proprietary notices on the Software or Documentation; (vii) make any copies of the Software or Documentation; or (viii) allow third parties to access or use the Software, including any use in any application service provider environment, service bureau, or time-sharing arrangements. 

• 1.3. No Right to Use CurbWaste Identifying Marks. 

No right is granted to Customer by this Agreement to use any identifying mark, such as, but not necessarily limited to, CurbWaste’s trademark “CurbWaste”, its trade names, trade dress, service mark or symbol, or any simulation, contraction Cu, 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 rights are granted by implication. The rights granted and Customer’s obligations under this Agreement are not contingent on the development or delivery of any future services or functionality or features. 

• 1.5. Definitions.

As used herein, the following terms shall mean:

Affiliate

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the applicable entity.

Control

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

Documentation

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

Intellectual Property

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

2 : Customer Acknowledgements

• 2.1. Ownership

Customer acknowledges that CurbWaste is the owner of the Documentation and 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 the Software is protected by United States copyright laws, by laws of other nations, and by international treaties.  No rights or licenses to the Software other than those expressly granted to Customer are hereby granted to Customer, regardless of whether by implication, estoppel or otherwise.  No title to the underlying Intellectual Property comprising the Software, including any and all copyrights therein, and trade secrets relating thereto, are hereby transferred to Customer.  Any work, deliverables, materials, software (object and source code), improvements, flow charts, specifications, designs, processes, programs, and the tangible embodiments of same, made or conceived by CurbWaste in connection with the Software and/or the License, shall be and remain the sole and exclusive property of CurbWaste.

•  2.2. Developed Intellectual Property

Customer hereby acknowledges and agrees that to the extent any of the services performed by CurbWaste, its directors, officers, employees, agents, and/or assigns under this Agreement result in the creation of any Intellectual Property that may be subject to protection under the common law of any state or under the patent, trademark, or copyright laws of the United States and/or any foreign country, and whether developed by CurbWaste, Customer, or jointly by CurbWaste and Customer and/or their respective directors, officers, employees, and/or agents, CurbWaste shall be deemed to be the sole and exclusive author and owner of such Intellectual Property.  Customer unconditionally and irrevocably assigns to CurbWaste all right, title, and interest worldwide in and to the Intellectual Property.  CurbWaste shall have the sole and exclusive right to prepare, file and prosecute applications seeking protection of the Intellectual Property in the United States and any foreign country, and Customer agrees that it and its officers, employees, agents and contractors will cooperate with CurbWaste and take any actions and execute any documents which CurbWaste needs to perfect or effectuate its rights under this Section.

• 2.3. Feedback

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

• 2.4. Usage Data

CurbWaste may monitor the usage of the Software any may collect and/or generate data and information relating to Customers and any end user’s use of the Software (collectively, “Usage Data”).  Both during and after the term of this Agreement, CurbWaste may use the Usage Data to modify, enhance, train, and optimize CurbWaste’s algorithms and other software used to provide the Software.  All Usage Data (other than information uploaded by Customer to the Software) will be owned by CurbWaste and all Usage Data may be used for any lawful purpose.  

3 : Term and Fees

• 3.1 Duration of License and Payment

The period during which Company will provide the License to Customer (the “Term) will begin on the kick off date and will continue for an agreed upon period from the kick off date (the “Initial Period”). Customer must provide the necessary automated payment information to the Company prior to the provision of access to the Service. All non recurring fees (Total Initial Deposit) will be processed on the Effective Date. The first billed recurring fees will be processed on the Subscription Start Date.  Billing for Subscription Services will commence upon the earlier of (i) Go Live or (ii) 60 days from the Kick Off Date.  

• 3.2. Fees

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

• 3.3. Renewal.  

After the expiration of the Initial Period, if the Customer has not initiated or engaged in renewal discussions with the Company at least sixty (60) calendar days prior to the end of the Initial Period, the Term shall be automatically renewed for one (1) year period (each a "Renewal Period") under the terms set forth below; provided, however, that Customer may provide Company with written notice within the first sixty (60) calendar days of such first Renewal Period that it desires to terminate the Term.

After expiration of each Renewal Period, if the Customer has not initiated or engaged in renewal discussions with the Company at least sixty (60) calendar days prior to the end of such Renewal Period, the Term shall be automatically renewed for an additional Renewal Period, unless either Party provides the other Party with notice that it desires to terminate the Term as of the end of any Renewal Period more than sixty (60) days prior to the end of such Renewal Period.

Pricing for Automatic Renewals: For any automatic renewal occurring because the Customer has not engaged in renewal discussions as described above, the fees for the License will increase over the pricing in effect at the end of the immediately preceding Subscription Term, or Renewal Period, as applicable, by the following percentage: Price per Driver 8.0% (each a "Renewal Price Increase").

Pricing for Negotiated Renewals: If the Customer initiates or engages in renewal discussions with the Company at least sixty (60) calendar days prior to the end of the then-current Initial Period or Renewal Period, the parties shall negotiate renewal terms and pricing in good faith. In the absence of a fully executed renewal agreement by the end of the then-current term, the automatic renewal provisions above shall apply.

Notwithstanding the automatic Renewal Price Increase set forth above, the Company reserves the right to increase pricing hereunder upon sixty (60) days' written notice prior to the commencement of each Renewal Period, provided such notice is delivered at least sixty (60) days before the start of the applicable Renewal Period.

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• 3.4. Late Payment

Unless otherwise agreed to by the Parties, in the event any invoice or scheduled payment payable by Customer to CurbWaste is not fully paid as stipulated on Schedule A or within fifteen (15) calendar days after the date of the invoice, Customer agrees to pay to CurbWaste a late payment fee of five percent (5%) per month of the payment due, in addition to the outstanding amount in the invoice.  Customer will reimburse CurbWaste for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. 

• 3.5. Early Termination of the Term

CurbWaste may terminate the Agreement upon thirty (30) calendar days prior written notice to the Customer.  The above notwithstanding, CurbWaste in its sole discretion, may immediately terminate the Term upon written notice to Customer in the event that Customer (i) fails to pay an amount due to CurbWaste by such amount’s due date; or (ii) breaches any provision of this Agreement and does not cure within five (5) calendar days of notice from CurbWaste.  

• 3.6. Effect of Termination

Upon termination of the Term (or termination of any license granted hereunder), all rights of Customer to use the License will cease and: (i) any amounts owed to CurbWaste under the Agreement prior to such termination will be immediately due and payable; (ii) all License rights granted under this Agreement will immediately terminate and Customer shall promptly stop all use of the Software; and (iii) upon request by CurbWaste, Customer shall certify in writing to CurbWaste that it has returned or destroyed any Documentation provided to it by CurbWaste.

• 3.7. Survival

Sections 2 (Proprietary Rights), 3.6 (Effect of Termination), 3.7 (Survival), 4 (Limited of Warranty), 5 (Indemnification), 6 (Confidentiality), 7 (Miscellaneous Provisions), and Customer’s payment obligations under the Agreement will survive the termination of the Agreement.

4 : Limited Warranty

• 4.1. The Limited Warranty

CurbWaste warrants the Software, subject to the limitations set out in Section 4.2 below, shall operate in substantial compliance with the Documentation.  

• 4.2. Limitations

1. IN NO EVENT SHALL CURBWASTE HAVE ANY RESPONSIBILITY TO CORRECT ANY ERRORS OR MALFUNCTIONS OR DAMAGE RESULTING FROM CHANGES TO OR MODIFICATION OF THE SOFTWARE MADE BY CUSTOMER.

2. EXCEPT FOR THE EXCLUSIVE WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS”.  NO OTHER WARRANTIES, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 4.2 ABOVE, EITHER EXPRESS OR IMPLIED, ARE GIVEN BY CURBWASTE, AND ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED AND NEGATED.  ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CURBWASTE OR ITS EMPLOYEES OR CONTRACTORS SHALL CREATE A WARRANTY OR MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS WARRANTY.  TO THE EXTENT ANY APPLICABLE LAW PROHIBITS THE DISCLAIMER OF ANY IMPLIED WARRANTIES AS SET FORTH IN THIS PARAGRAPH, THE TERM OF SUCH IMPLIED WARRANTIES IS EXPRESSLY LIMITED TO THIRTY (30) DAYS FROM THE EFFECTIVE DATE.

3. CURBWASTE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SOFTWARE’S RELIABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CORRECTNESS.  CUSTOMER AGREES THAT IN NO EVENT WILL CURBWASTE BE LIABLE FOR THE RESULTS OF CUSTOMER’S USE OF THE SOFTWARE. 

4. CURBWASTE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN CURBWASTE’S SOFTWARE OR ITS REPORTS WILL MEET THE SOFTWARE’S SPECIFIC BUSINESS REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE.  BECAUSE THE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE COMPLETELY FREE OF ERRORS CUSTOMER IS HEREBY ADVISED TO VERIFY

CUSTOMER’S WORK.  IN NO EVENT WHATSOEVER SHALL CURBWASTE BE LIABLE TO CUSTOMER OR TO THIRD PARTIES FOR ANY DAMAGES CAUSED, IN WHOLE OR IN PART, BY THE LATE DELIVERY OR THE USE OF THE SOFTWARE OR FOR ANY LOST REVENUES, LOST PROFITS, LOST SAVING OR OTHER DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES INCURRED BY ANY PERSON, EVEN IF CURBWASTE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS.

5. CURBWASTE’S TOTAL LIABILITY TO CUSTOMER, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY LOSS, DAMAGE, OR LIABILITY ARISING OUT OF ANY DEFECT IN OR FAILURE OF THE SOFTWARE SHALL BE LIMITED TO CURBWASTE’S CORRECTION OF THE DEFICIENT SERVICES OR COMPONENT OF THE SOFTWARE, WHETHER SUCH LOSS, DAMAGE, OR LIABILITY RESULTS FROM BREACH OF WARRANTY OR CONTRACT OR CURBSIDE'S CONCURRENT OR SOLE NEGLIGENCE, IRRESPECTIVE OF WHETHER ANY CLAIM CUSTOMER ASSERTS AGAINST CURBWASTE IS MADE IN CONTRACT, TORT, EQUITY, OR OTHERWISE.  IN ANY EVENT, CURBWASTE S LIABILITY FOR DAMAGES FOR ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO CURBWASTE PURSUANT TO THIS AGREEMENT AT THE TIME OF ANY SUCH CLAIM.

5 : Indemnification

• 5.1. Indemnification by Customer

Customer acknowledges and agrees that, except for the limited warranty set forth in Section 4.1, CurbWaste has made no representations, warranties, promises or other commitments regarding this Agreement or the suitability of the 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, demands, fees, expenses, fines, penalties and costs or other damages (regardless of whether arising out of contract, tort or strict liability), including costs and reasonable attorneys' fees, incurred by any Indemnitee and resulting from (i) Customer’s use of the Software, (ii) the negligent or wrongful act or failure to act of Customer, its employees, contractors or agents occurring in connection with this Agreement, (iii) the breach by Customer, its employees, contractors or agents of any covenant or obligation of Customer under this Agreement, or (iv) any misstatement or omission in connection with any representation or warranty of Customer under this Agreement.

• 5.2. Infringement Indemnification by CurbWaste

CurbWaste shall, at its own expense, defend any suit or proceeding brought against Customer by a third party insofar as such suit or proceeding is based on a claim that the Software as originally delivered infringes any Intellectual Property; provided that, CurbWaste shall have no obligations under this Section if and to the extent any such claim or suit, or any resulting liabilities, losses, damages, costs, or other expenses, are based on (i) the combination of the Software with any product, software, or services not provided by CurbWaste, (ii) Customer’s continued use of the Software after CurbWaste has provided Customer with a new version or update to such Software that is no longer infringes, (iii) the modification of the Software by anyone other than CurbWaste, or (iv) any data uploaded to the Software by Customer. Customer shall notify CurbWaste of any such pending suit or proceeding within five calendar (5) days after Customer becomes aware of any such pending suit or proceeding, and shall not settle or compromise any such suit or proceeding without prior written approval of CurbWaste. Upon proper notice, and if CurbWaste is given information in Customer’s possession and reasonable assistance from Customer for the defense of the same, CurbWaste shall pay all damages and

costs awarded in such suit or proceeding against Customer. In the event that any element of the Software is held to constitute an infringement and the use thereof shall be enjoined, CurbWaste may, at its own expense, and at its option, either:

1. Procure for Customer the right to continue using the Software;
2. Replace the Software with a non-infringing counterpart that performs the same features and functionality as the Software; or
3. Modify the Software so that it becomes non-infringing, so long as the Software maintains the same features and functionality as the latest version of the Software.

If the options described in clauses (a) – (c) above are not reasonably available to CurbWaste, CurbWaste has the right not to provide any portion of the Software that is the subject matter of the applicable claim or suit or the entirety of such Software, and the License (whether in whole or in part, as contemplated above) will immediately terminate. This Section 5.2 sets forth the entire liability and sole and exclusive obligation of CurbWaste for actual or alleged Intellectual Property infringement with respect to the Software.

6 : Confidentiality

• 6.1. Confidential Information

By virtue of this Agreement, the Parties may have access to information that is confidential to one another (“Confidential Information”).  Confidential Information shall include without limitation the Software, any reports or data generated by Customer’s use of the Software, the terms and pricing under this Agreement, and all information clearly identified as confidential. Any benchmarks, evaluations or other comparative reports related to the Software are included within the definition of Confidential Information insofar as the content relates to or is based on the Software. Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information. The Parties agree to hold each other’s Confidential Information in confidence during the Term of this Agreement and for a period of three (3) years after termination of this Agreement.  The Parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement

• 6.2. Required Disclosures 

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

7 : Miscellaneous Provisions

• 7.1. Entire Agreement

This Agreement and each attachment hereto, which are hereby incorporated into this Agreement by reference, embody the entire understanding among the Parties pertaining to the subject matter hereof, and all prior agreements and understandings of the Parties, whether written or oral, are superseded.  It may not 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 by and against each of the Parties and their respective successors and permitted assigns. It may be executed in multiple counterparts, each of which will constitute an original and all of which will constitute one agreement.  If this Agreement is signed and transmitted by facsimile or other form of electronic transmission, it will be treated as an original document.  Each of the Parties agrees to execute, deliver, acknowledge or supply such further documents, instruments and assurances as are reasonably necessary or appropriate to carry out the full intent and purposes of this Agreement.  Any person executing this Agreement in a representative capacity on behalf of any Party, hereby represents and warrants to the other Parties that it has implied or express authority to enter into this Agreement on behalf of such Party which it represents.

• 7.2. Severability 

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

• 7.3. Independent Contractors

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

• 7.4. Headings, No Third-Party Rights, and Waiver

The terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person or entity.  The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.  The waiver of any breach of any covenant or condition of this Agreement shall not hinder or otherwise prevent the subsequent enforcement of said covenant or condition.

• 7.5. Notices

All notices, consents, acknowledgments, requests or other communications required or permitted hereunder must be in writing and delivered by: (i) hand delivery; (ii) a nationally recognized overnight delivery service; (iii) United States mail, certified, postage prepaid, and return receipt requested; or (iv) facsimile or other electronic form of transmission.  The addresses of the Parties for delivery of any such notices, consents, acknowledgments, requests or other communications are set forth under the signatures of their authorized representatives, provided that any Party may change its address by giving notice to the other Party in accordance with this Section.  Notices, consents, requests, acknowledgments or other communications will be deemed delivered and received when actually hand delivered if sent by method number (i) above; the next business day after if sent by method number (ii) above; three (3) days after mailing if sent by method number (iii) above; and the next business day after receipt, if sent by method number (iv) above..

• 7.6. Full Power and Authority

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

• 7.7. Assignment

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

• 7.8. Attorney’s Fees

In the event of any litigation between the Parties concerning the subject matter of this Agreement, the prevailing Party shall be entitled, in addition to all other remedies and relief, to an award of reasonable attorney’s fees and costs.

• 7.9. Force Majeure

Neither Party shall be liable to the other Party for any loss or damage which may be suffered by the other Party due to a delay in performance or a failure to perform caused by an event beyond the other Party’s reasonable control, including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, hurricane, drought, lightning or fire, strike, lockout, trade dispute or labor disturbance, act or omission of government, highway authorities or other competent authority, production or supply of services by third parties.  This paragraph shall not apply with respect to the payment of any fee or other amount owed to CurbWaste by Customer pursuant to this Agreement.

• 7.10. Governing Law and Jurisdiction

This Agreement will be governed and construed solely and exclusively under the laws of the State of Delaware, irrespective of any conflict of law provisions, or any other provisions that would result in the application of a different body of law.  Any and all disputes, actions or proceedings arising from or relating to this Agreement must be brought in federal or state court in the County of New York, New York, and each Party hereby irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.  Notwithstanding the foregoing, CurbWaste may seek injunctive or other equitable relief, wherever it deems appropriate, to protect or enforce its rights hereunder, in addition to any remedies available to CurbWaste at law.

• 7.11. Counterpart

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. A faxed, emailed, or electronically transmitted Agreement containing an original, electronic, or emailed signature of each of the parties hereto, and multiple counterparts of the same Agreement each containing separate original, electronically transmitted, or faxed signatures of the parties hereto, shall be binding on the parties hereto.  The Agreement shall become effective when the Parties shall have executed this Agreement.

This Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your information when You use the Service and tells You about Your privacy rights and how the law protects You.

We use Your Personal data to provide and improve the Service. By using the Service, You agree to the collection and use of information in accordance with this Privacy Policy.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Privacy Policy:

• Account means a unique account created for You to access our Service or parts of our Service.
• Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• Application means the software program provided by the Company downloaded by You on any electronic device, named CurbWaste Driver
• Business, for the purpose of the CCPA (California Consumer Privacy Act), refers to the Company as the legal entity that collects Consumers’ personal information and determines the purposes and means of the processing of Consumers’ personal information, or on behalf of which such information is collected and that alone, or jointly with others, determines the purposes and means of the processing of consumers’ personal information, that does business in the State of California.
• Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Curbside Technologies LLC, 28-07 Jackson Avenue.
• Consumer, for the purpose of the CCPA (California Consumer Privacy Act), means a natural person who is a California resident. A resident, as defined in the law, includes (1) every individual who is in the USA for other than a temporary or transitory purpose, and (2) every individual who is domiciled in the USA who is outside the USA for a temporary or transitory purpose.
• Country refers to: Delaware, United States
• Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
• Do Not Track (DNT) is a concept that has been promoted by US regulatory authorities, in particular the U.S. Federal Trade Commission (FTC), for the Internet industry to develop and implement a mechanism for allowing internet users to control the tracking of their online activities across websites.
• Personal Data is any information that relates to an identified or identifiable individual.
• For the purposes of the CCPA, Personal Data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with You.
• Sale, for the purpose of the CCPA (California Consumer Privacy Act), means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s personal information to another business or a third party for monetary or other valuable consideration.
• Service refers to the Application.
• Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used.
• Third-party Social Media Service refers to any website or any social network website through which a User can log in or create an account to use the Service.
• Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
• You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Collecting and Using Your Personal Data

Types of Data Collected

Personal Data

While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:

• Email address
• First name and last name
• Phone number
• Address, State, Province, ZIP/Postal code, City
• Usage Data

Usage Data

Usage Data is collected automatically when using the Service.

Usage Data may include information such as Your Device’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.

We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.

Information Collected while Using the Application

While using Our Application, in order to provide features of Our Application, We may collect, with Your prior permission:

• Information regarding your location
• Pictures and other information from your Device’s camera and photo library

We use this information to provide features of Our Service, to improve and customize Our Service. The information may be uploaded to the Company’s servers and/or a Service Provider’s server or it may be simply stored on Your device.

You can enable or disable access to this information at any time, through Your Device settings.

Use of Your Personal Data

The Company may use Personal Data for the following purposes:

• To provide and maintain our Service, including to monitor the usage of our Service.
• To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
• For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
• To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
• To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
• To manage Your requests: To attend and manage Your requests to Us.
• For business transfers: We may use Your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Us about our Service users is among the assets transferred.
• For other purposes: We may use Your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.

We may share Your personal information in the following situations:

• With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service, to contact You.
• For business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of Our business to another company.
• With Affiliates: We may share Your information with Our affiliates, in which case we will require those affiliates to honor this Privacy Policy. Affiliates include Our parent company and any other subsidiaries, joint venture partners or other companies that We control or that are under common control with Us.
• With business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
• With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside. If You interact with other users or register through a ThirdParty Social Media Service, Your contacts on the Third-Party Social Media Service may see Your name, profile, pictures and description of Your activity. Similarly, other users will be able to view descriptions of Your activity, communicate with You and view Your profile.
• With Your consent: We may disclose Your personal information for any other purpose with Your consent.

Retention of Your Personal Data

The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.

Transfer of Your Personal Data

Your information, including Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.

Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.

The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.

Disclosure of Your Personal Data

Business Transactions

If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.

Law enforcement

Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

Other legal requirements

The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:

• Comply with a legal obligation
• Protect and defend the rights or property of the Company
• Prevent or investigate possible wrongdoing in connection with the Service
• Protect the personal safety of Users of the Service or the public
• Protect against legal liability

Security of Your Personal Data

The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.

CCPA Privacy

This privacy notice section for California residents supplements the information contained in Our Privacy Policy and it applies solely to all visitors, users, and others who reside in the State of California.

Categories of Personal Information Collected

We collect information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or Device. The following is a list of categories of personal information which we may collect or may have been collected from California residents within the last twelve (12) months.

Please note that the categories and examples provided in the list below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact collected by Us, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been collected. For example, certain categories of personal information would only be collected if You provided such personal information directly to Us.

• Category A: Identifiers.
• Examples: A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, driver’s license number, passport number, or other similar identifiers.
• Collected: Yes.
• Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)).
• Examples: A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. Some personal information included in this category may overlap with other categories.
• Collected: Yes.
• Category C: Protected classification characteristics under California or federal law.
• Examples: Age (40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information).
• Collected: No.
• Category D: Commercial information.
• Examples: Records and history of products or services purchased or considered.
• Collected: No.
• Category E: Biometric information.
• Examples: Genetic, physiological, behavioral, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as, fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data.
• Collected: No.
• Category F: Internet or other similar network activity.
• Examples: Interaction with our Service or advertisement.
• Collected: Yes.
• Category G: Geolocation data.
• Examples: Approximate physical location.
• Collected: Yes.
• Category H: Sensory data.
• Examples: Audio, electronic, visual, thermal, olfactory, or similar information.
• Collected: No.
• Category I: Professional or employment-related information.
• Examples: Current or past job history or performance evaluations.
• Collected: No.
• Category J: Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)).
• Examples: Education records directly related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records.
• Collected: No.
• Category K: Inferences drawn from other personal information.
• Examples: Profile reflecting a person’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.
• Collected: No.

Under CCPA, personal information does not include:

• Publicly available information from government records
• Deidentified or aggregated consumer information
• Information excluded from the CCPA’s scope, such as:

• Health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data
• Personal Information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver’s Privacy Protection Act of 1994

Sources of Personal Information

We obtain the categories of personal information listed above from the following categories of sources:

• Directly from You. For example, from the forms You complete on our Service, preferences You express or provide through our Service.
• Indirectly from You. For example, from observing Your activity on our Service.
• Automatically from You. For example, through cookies We or our Service Providers set on Your Device as You navigate through our Service.
• From Service Providers. For example, or other third-party vendors that We use to provide the Service to You.

Use of Personal Information for Business Purposes or Commercial Purposes

We may use or disclose personal information We collect for “business purposes” or “commercial purposes” (as defined under the CCPA), which may include the following examples:

• To operate our Service and provide You with our Service.
• To provide You with support and to respond to Your inquiries, including to investigate and address Your concerns and monitor and improve our Service.
• To fulfill or meet the reason You provided the information. For example, if You share Your contact information to ask a question about our Service, We will use that personal information to respond to Your inquiry.
• To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
• As described to You when collecting Your personal information or as otherwise set forth in the CCPA.
• For internal administrative and auditing purposes.
• To detect security incidents and protect against malicious, deceptive, fraudulent or illegal activity, including, when necessary, to prosecute those responsible for such activities.

Please note that the examples provided above are illustrative and not intended to be exhaustive. For more details on how we use this information, please refer to the “Use of Your Personal Data” section.

If We decide to collect additional categories of personal information or use the personal information We collected for materially different, unrelated, or incompatible purposes We will update this Privacy Policy.

Disclosure of Personal Information for Business Purposes or Commercial Purposes

We may use or disclose and may have used or disclosed in the last twelve (12) months the following categories of personal information for business or commercial purposes:

• Category A: Identifiers
• Category B: Personal information categories listed in the California Customer
• Records statute (Cal. Civ. Code § 1798.80(e))
• Category F: Internet or other similar network activity
• Category G: Geolocation data

Please note that the categories listed above are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact disclosed, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been disclosed. When We disclose personal information for a business purpose or a commercial purpose, We enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.

Sale of Personal Information

As defined in the CCPA, “sell” and “sale” mean selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s personal information by the business to a third party for valuable consideration. This means that We may have received some kind of benefit in return for sharing personal information, but not necessarily a monetary benefit.

Please note that the categories listed below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact sold, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been shared for value in return.

We may sell and may have sold in the last twelve (12) months the following categories of personal information:

• Category A: Identifiers
• Category B: Personal information categories listed in the California Customer
• Records statute (Cal. Civ. Code § 1798.80(e))
• Category F: Internet or other similar network activity
• Category G: Geolocation data

Share of Personal Information

We may share Your personal information identified in the above categories with the following categories of third parties:

• Service Providers
• Our affiliates
• Our business partners
• Third party vendors to whom You or Your agents authorize Us to disclose Your personal information in connection with products or services We provide to You

Sale of Personal Information of Minors Under 16 Years of Age

We do not knowingly collect personal information from minors under the age of 16 through our Service, although certain third party websites that we link to may do so. These thirdparty websites have their own terms of use and privacy policies and we encourage parents and legal guardians to monitor their children’s Internet usage and instruct their children to never provide information on other websites without their permission.

We do not sell the personal information of Consumers We actually know are less than 16 years of age, unless We receive affirmative authorization (the “right to opt-in”) from either the Consumer who is between 13 and 16 years of age, or the parent or guardian of a Consumer less than 13 years of age. Consumers who opt-in to the sale of personal information may opt-out of future sales at any time. To exercise the right to opt-out, You (or Your authorized representative) may submit a request to Us by contacting Us. If You have reason to believe that a child under the age of 13 (or 16) has provided Us with personal information, please contact Us with sufficient detail to enable Us to delete that information.

Your Rights under the CCPA

The CCPA provides California residents with specific rights regarding their personal information. If You are a resident of California, You have the following rights:

• The right to notice. You have the right to be notified which categories of Personal Data are being collected and the purposes for which the Personal Data is being used.
• The right to request. Under CCPA, You have the right to request that We disclose information to You about Our collection, use, sale, disclosure for business purposes and share of personal information. Once We receive and confirm Your request, We will disclose to You:

• The categories of personal information We collected about You
• The categories of sources for the personal information We collected about You
• Our business or commercial purpose for collecting or selling that personal information
• The categories of third parties with whom We share that personal information
• The specific pieces of personal information We collected about You
• If we sold Your personal information or disclosed Your personal information for a business purpose, We will disclose to You:

• The categories of personal information categories sold
• The categories of personal information categories disclosed

• The right to say no to the sale of Personal Data (opt-out). You have the right to direct Us to not sell Your personal information. To submit an opt-out request please contact Us.
• The right to delete Personal Data. You have the right to request the deletion of Your Personal Data, subject to certain exceptions. Once We receive and confirm Your request, We will delete (and direct Our Service Providers to delete) Your personal information from our records, unless an exception applies. We may deny Your deletion request if retaining the information is necessary for Us or Our Service Providers to:

• Complete the transaction for which We collected the personal information, provide a good or service that You requested, take actions reasonably anticipated within the context of our ongoing business relationship with You, or otherwise perform our contract with You.
• Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
• Debug products to identify and repair errors that impair existing intended functionality.
• Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
• Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.).
• Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if You previously provided informed consent.
• Enable solely internal uses that are reasonably aligned with consumer expectations based on Your relationship with Us.
• Comply with a legal obligation.
• Make other internal and lawful uses of that information that are compatible with the context in which You provided it.

• The right not to be discriminated against. You have the right not to be discriminated against for exercising any of Your consumer’s rights, including by:

• Denying goods or services to You
• Charging different prices or rates for goods or services, including the use of discounts or other benefits or imposing penalties
• Providing a different level or quality of goods or services to You
• Suggesting that You will receive a different price or rate for goods or services or a different level or quality of goods or services

Exercising Your CCPA Data Protection Rights

In order to exercise any of Your rights under the CCPA, and if You are a California resident, You can contact Us:

• By email: hello@curbwaste.com

Only You, or a person registered with the California Secretary of State that You authorize to act on Your behalf, may make a verifiable request related to Your personal information.

Your request to Us must:

• Provide sufficient information that allows Us to reasonably verify You are the person about whom We collected personal information or an authorized representative
• Describe Your request with sufficient detail that allows Us to properly understand, evaluate, and respond to it

We cannot respond to Your request or provide You with the required information if We cannot:

• Verify Your identity or authority to make the request
• And confirm that the personal information relates to You

We will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonable necessary and with prior notice.

Any disclosures We provide will only cover the 12-month period preceding the verifiable request’s receipt.

For data portability requests, We will select a format to provide Your personal information that is readily useable and should allow You to transmit the information from one entity to another entity without hindrance.

Do Not Sell My Personal Information

You have the right to opt-out of the sale of Your personal information. Once We receive and confirm a verifiable consumer request from You, we will stop selling Your personal information. To exercise Your right to opt-out, please contact Us.

“Do Not Track” Policy as Required by California Online Privacy Protection Act (CalOPPA)

Our Service does not respond to Do Not Track signals.

However, some third party websites do keep track of Your browsing activities. If You are visiting such websites, You can set Your preferences in Your web browser to inform websites that You do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of Your web browser.

Children’s Privacy

Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers.

If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent’s consent before We collect and use that information.

Your California Privacy Rights (California’s Shine the Light law)

Under California Civil Code Section 1798 (California’s Shine the Light law), California residents with an established business relationship with us can request information once a year about sharing their Personal Data with third parties for the third parties’ direct marketing purposes.

If you’d like to request more information under the California Shine the Light law, and if You are a California resident, You can contact Us using the contact information provided below.

California Privacy Rights for Minor Users (California Business and Professions Code Section 22581)

California Business and Professions Code section 22581 allow California residents under the age of 18 who are registered users of online sites, services or applications to request and obtain removal of content or information they have publicly posted.

To request removal of such data, and if You are a California resident, You can contact Us using the contact information provided below, and include the email address associated with Your account.

Be aware that Your request does not guarantee complete or comprehensive removal of content or information posted online and that the law may not permit or require removal in certain circumstances.

Links to Other Websites

Our Service may contain links to other websites that are not operated by Us. If You click on a third party link, You will be directed to that third party’s site. We strongly advise You to review the Privacy Policy of every site You visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

Changes to this Privacy Policy

We may update Our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.

We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the “Last updated” date at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, You can contact us:

• By email: hello@curbwaste.com

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