Terms of Service

These terms of service agreement ("Terms") are incorporated by reference into a Short-Form Agreement (as defined below) by and between Oso Clean Laundry LLC ("Vendor") and the other party or parties thereto (collectively, "Customer").
WHEREAS, Customer desires to engage Vendor to provide professional laundry and other services ("Services") at Customer’s location ("Location") specifically listed on that certain Linen Rental Agreement by and between Vendor and Customer (the "Short-Form Agreement" and together with the Terms, the "Agreement"); and
WHEREAS, Vendor desires to provide, and Customer desires to receive, said Services pursuant to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties hereto agree as follows:

Article 1: Appointment

Vendor will provide Service in accordance with all terms and conditions hereinafter set forth.

Article 2: Terms of Agreement

2.1Agreement; Initial Term

These terms shall apply to the Short-Form Agreement (subject to Section 6.11) effective upon the execution of the Short-Form Agreement. The "Initial Term" of the Short-Form Agreement is set forth in the Short-Form Agreement, commencing one month following the date of the Short-Form Agreement’s execution.

2.2Automatic Renewal

Unless otherwise set forth in the Short-Form Agreement, the Short-Form Agreement shall automatically be renewed for a "Successive Term" equal to the Initial Term as provided in the Short-Form Agreement unless Customer provides written notice via e-mail at least 60 days prior to the conclusion of any Initial Term or Successive Term ("Term").

2.3Early Termination

Subject to the terms of this Agreement, Vendor or Customer may at any time terminate the Short-Form Agreement at its discretion by providing written notice at least 90 days prior written notice (each such case, an "Early Termination"). In the event Customer terminates the Short-Form Agreement before the conclusion of any Term, Customer shall be required to (1) provide full payment of all outstanding amounts owed to Vendor pursuant to the Agreement, (2) purchase from Vendor any and all remaining Purchased Inventory (as defined below) held by Vendor for an aggregate price equal to the aggregate cost Vendor incurred for acquiring such Purchased Inventory (as defined below), and (3) fully perform all other parts of the Short-Form Agreement that may be triggered by Early Termination.

2.4Termination for Cause

Vendor agrees to provide Service that meets generally accepted standards of quality in the textile rental industry. Customer expressly waives the right to terminate the Agreement for deficiencies in service or quality unless (1) Customer specifically details all complaints in writing via e-mail addressed to Vendor, (2) Vendor is afforded at least 30 days to correct any deficiencies (the "Remedy Period"), (3) Vendor does not adequately correct those specific deficiencies within the Remedy Period, and (4) Customer notifies company within an additional 30 days (the "Acceptance Period") from the Remedy Period that they have deemed the corrections unacceptable. Customer agrees that acceptance of corrections may not be unreasonably withheld. In the event Customer does not provide written notice within the Acceptance Period, it shall be conclusively presumed that Customer accepts the corrections as satisfactory and all parts of the Agreement shall remain in force.

In the event Customer notifies Vendor within the Acceptance Period that they are still dissatisfied with the Services, Customer may terminate the Agreement after (1) providing full payment of all outstanding amounts owed to Vendor pursuant to the Agreement, (2) fulfilling provisions in the Agreement that require the purchase of "Purchased Inventory" (as defined below), and (3) fulfilling any other provisions of the Agreement triggered by this Section 2.4.

2.5Inventory

In the event the Agreement is terminated due to expiration of Term by Customer or because of Early Termination, all inventory items shall remain the property of Vendor with no payment due by Vendor to Customer and Customer agrees to promptly return or make available to Vendor all inventory in its possession. If Customer fails to return the inventory within 15 days of termination of this Agreement, Customer agrees to purchase such inventory upon receipt of an invoice from Vendor. Customer and Vendor also agree that all items specifically dedicated to Customer at Customer’s request or pursuant to the Short-Form Agreement shall be deemed "Purchased Inventory".

2.6Exclusivity and Confidentiality

Customer agrees to exclusively use Vendor for all Services outlined in these Terms and the Short-Form Agreement. Customer also agrees to protect all pricing and trade secrets of Vendor. Customer agrees to not share Vendor pricing or servicing information with any company that is a competitor of Vendor or with any company that desires to compete with Vendor.

Article 3: Terms of Service

3.1Services

Vendor shall provide the Services pertaining to all items (and related items) for which the Customer shall pay the fees set forth in the Short-Form Agreement.

3.2Pricing

All pricing and pricing increases are subject to the Short-Form Agreement. Service Fees and Damage & Replacement Fees are also subject to the Short-Form Agreement, and shall be applied as respective percentages above the sub-totaled value determined by the quantity and price of items serviced.

3.3Regular Service Schedule

The nature and frequency of service is subject to the Short-Form Agreement. Customer agrees to pay Vendor an Emergency Delivery Fee of $50 to cover any unscheduled emergency deliveries that are required. If any unscheduled emergency delivery is necessary because of any shortcoming of Vendor, no Emergency Delivery Fee shall be charged.

3.4Customer’s Acts or Omissions.

If Vendor’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Vendor shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

Article 4: Billing and Payment

4.1Billing

Unless otherwise set forth in the Short-Form Agreement, Customer shall pay all invoiced amounts due to Vendor within 30 days from the date of Vendor’s invoice. Customer shall make all payments hereunder in US dollars by wire transfer. In the event payments are not received by Vendor within 30 days after becoming due, Vendor may: (i) charge interest on any such unpaid amounts at a rate of 3% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full.

Article 5: Customer Obligations

5.1Minimum Volumes

Customer agrees to provide enough linen volume to produce a minimum of $40 per delivery invoice. In the event that Customer does not meet this minimum, Vendor, at its option, may enforce this minimum charge. Customer may inform Vendor 24 hours in advance to cancel their regularly scheduled pickup/delivery in order to avoid the minimum charge.

5.2Pickup Commitment

Customer agrees to have all goods bagged and ready for pickup at the same designated location every day. Customer agrees to relieve Vendor of the obligation to process any work not ready at the time of the normal pickup.

5.3Building Access

Customer agrees to take every step possible to ensure the timely access to the dock of the building so as to not unduly delay the operations of Vendor.

5.4Custody of Vendor Equipment

Customer agrees to be fully responsible for all equipment owned by Vendor while on Customer’s premises. In the event that vendor equipment becomes lost, damaged, or stolen, Customer agrees to replace the equipment at its sole expense. Customer also agrees to assist Vendor with periodic audits of Vendor’s onsite equipment.

Article 6: Miscellaneous

6.1Indemnification; Limitation of Liability

(a) Customer hereby agrees to defend, indemnify and hold harmless the Company from any third-party claims and damages arising out of or associated with the Agreement unless solely arising out of Vendor’s gross negligence or criminal misconduct.

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

(c) IN NO EVENT SHALL VENDOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SHORT-FORM AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO VENDOR IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.2Warranties

Vendor makes no warranties, express or implied, of fitness for a particular purpose. Customer agrees to hold Vendor harmless for any and all claims arising out of any warranties (express or implied) provided by Customer to any third Party.

Customer uses all items at their own risk.

6.3Independent Contractor

It is understood and agreed that the relationship of Customer and Vendor is strictly that of an Independent Contractor and under no circumstances should Vendor be considered an agent, servant, or employee of Customer.

6.4Confidentiality

All non-public, confidential or proprietary information of Vendor, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing, and the Short-Form Agreement (collectively, "Confidential Information"), disclosed by Vendor to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Vendor. Confidential Information does not include information that is: (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party. Customer agrees to use the Confidential Information only to make use of the Services. Vendor shall be entitled to injunctive relief for any violation of this Section without any requirement to (i) post a bond or other security, or (ii) prove actual damages or that monetary damages will not afford an adequate remedy.

6.5Governing Laws

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.

6.6Notice

All notices to Vendor will be in writing and sent by e-mail to the following address:

tidecc@turns.com

6.7Successors and Assigns

The provision hereof will be binding upon and inure to the benefit of the parties and to their respective successors and assigns. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Vendor. Vendor may assign any of its rights or delegate any of its obligations to any affiliate or subsidiary or to any person acquiring all or substantially all of Vendor’s assets without Customer’s consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

6.8Force Majeure

If, because of weather, acts of God, labor disputes, vendor displays, terrorism or other unavoidable cause, either party is unable to perform its obligations hereunder, such non-performance shall not be considered a breach of this Agreement.

6.9Severability

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

6.10Dispute Resolution

Any dispute or matter arising in connection with or relating to this Agreement shall be resolved by binding and final arbitration before a single AAA arbitrator in Dallas, Texas under applicable state or federal laws providing for the enforcement of agreements to arbitrate disputes. Any such dispute shall be determined on an individual basis, shall be considered unique as to its facts, and shall not be consolidated in any arbitration or other proceeding with any claim or controversy of any other party. Notwithstanding anything herein, the mandatory arbitration provisions herein shall not be imposed upon Vendor in the case of a claim by Vendor against Customer for the collection of unpaid amounts due from Customer arising under the Agreement.

6.11Short Form Agreement; Entire Agreement; Amendment

In the occurrence of any conflicts between these Terms and the provisions of the Short-Form Agreement, the conflicting terms of the Short-Form Agreement will take precedence over the terms set out in these Terms. The Short-Form Agreement is deemed to reflect the specific and mutual intentions of the parties with respect to the particular services or transactions it governs. All Terms that do not conflict with the terms of the Short-Form Agreement shall remain in full force and effect and shall contribute to the governing framework of the relationship between Vendor and Customer. This Agreement constitutes the entire Agreement between Customer and Vendor with respect to the subject matter herein and supersedes and cancels any prior oral or written terms of service, agreement, representation, understanding, arrangement, communication or expression of intent relating to the subject matter of this Agreement. Vendor reserves the right to make changes to the Agreement, related policies and agreements at any time. Customer agrees it shall be bound by any modifications of which Vendor notifies Customer of such modification to the Terms (including on an invoice) if Customer continues to use the Services following receipt of such notice or payment of such invoice.

6.12Trademark/Logo License

During the Term, Customer grants Vendor a limited, worldwide, royalty-free and fully-paid up, non-exclusive, irrevocable license to use and display Customer’s logos, trade names, and other trademarks for the purpose of publicly marketing and promoting Vendor and its services, identifying Customer as a customer of Vendor, and creating and displaying marketing materials, displays, and exhibits, subject to Customer’s trademark and usage guidelines provided to Vendor. After the expiration of the Term or termination of the Agreement, the license granted in this Section 6.12 shall continue to the extent necessary to permit Vendor to (a) continue to use Customer’s name and trademarks and/or images and logos to the extent incorporated into marketing materials, displays, exhibits, or other documentation prior to the effective date of termination of this Agreement and (b) use Customer’s name and trademarks to refer to Customer as a former participating brand of Vendor.