Terms of Services

Please read this before using our service.

AGREEMENT OF TERMS OF SERVICE AND USE

By customers of GarGeon Sdn. Bhd.

IMPORTANT – Please read the following terms carefully. This agreement of terms of service and use (hereafter “AGREEMENT”) is between GarGeon Sdn. Bhd with company registration number 1233360-X, (hereafter “GARGEON” or “Company”), and the customer as identified in the Service Registration form (hereafter, “CUSTOMER”). The usage of the word “PARTIES”, including any usage of the word in the singular sense, shall refer to the reference of both GARGEON and the Customer jointly. This Agreement shall constitute a legal agreement between the Customer and GARGEON.

By checking the “I ACCEPT” box, handing in a completed form to a staff of GARGEON, or using the Company’s Service(s) (as provided below), the Customer agrees that they have read, understood, accepted and agreed with all the terms contained within the Agreement fully and unequivocally. By completing any of the actions as stated above, the Customer also agrees to be bound by the Agreement, and any future amendments and/or additions made to the Agreement as notified by email from time to time.

The Agreement shall be deemed to have taken effect at the time and date (“EFFECTIVE DATE”) on which any of the actions stated in the paragraph immediately above had been performed. In the event that there is ambiguity on the Effective Date due to multiple actions taken by whichever Parties, the earlier date and time shall prevail as the Effective Date for the Agreement.

If the Customer falls within the terms of the Agreement or does not wish to be bound by this Agreement, the Customer undertakes to refrain from using the Service(s) as provided by the Company, or in the event that the Customer is already using the Company’s Service(s), to immediately stop usage of GARGEON’s Service(s) and to provide a written notice (“NOTICE”) via physical letter or electronic mail to GARGEON within 5 working days from discontinuance of usage. In the latter situation, where notice is not served, GARGEON reserves the right to treat the Customer as still bound to the Agreement until Notice has been served.

GARGEON reserves the right to vary, modify and change the terms contained in the Agreement or its policies relating to the Service(s), at its sole discretion, at any time it deems fit. Such modifications, variations or changes to the Agreement shall be effective upon sending of an email notification. It shall be the Customer’s responsibility to review the agreement of terms of service and use regularly whereupon the continued usage of the Service(s) after any such changes, whether of not reviewed by the Customer, shall constitute the Customer’s consent and acceptance to such changes.

GARGEON IS A TECHNOLOGY COMPANY THAT DOES NOT PROVIDE COLLECTION, TRANSPORTATION AND DISPOSAL OF WASTE AND RECYCLABLE MATERIALS SERVICES AND THE COMPANY IS NOT A WASTE COLLECTION, TRANSPORTATION AND DISPOSAL COMPANY. HOWEVER, GARGEON HAS EXPERTISE IN MANAGEMENT OF CERTAIN WASTE PRODUCTS (“MANAGEMENT SERVICES”). AS PART OF THAT EXPERTISE, THE SERVICE OF THE COMPANY IS TO LINK THE CUSTOMERS WITH GARGEON’S PROFESSIONAL NETWORK OF THIRD PARTY, INDEPENDENT HAULERS (THE “HAULERS”), WHICH WOULD THEN BE RESPONSIBLE FOR THE COLLECTION AND DISPOSITION OF THE WASTE MATERIALS (“COLLECTION SERVICES”). GARGEON DOES NOT NOR INTENDS TO PROVIDE WASTE COLLECTION, TRANSPORTATION AND DISPOSAL SERVICES OR ANY ACT THAT CAN BE CONSTRUED IN ANY WAY AS AN ACT OF A WASTE COLLECTION, TRANSPORTATION AND/OR DISPOSAL PROVIDER. THE COMPANY IS NOT RESPONSIBLE NOR LIABLE FOR ANY ACTS AND/OR OMISSION OF ANY THIRD PARTY PROVIDERS AND/OR ANY TRANSPORTATION SERVICES PROVIDED TO THE CUSTOMER.


1. Management Services.


a.AGENCY.
CUSTOMER AUTHORISES GARGEON AS AN AGENT TO MANAGE WASTE SERVICES ON ITS BEHALF [AS DESCRIBED IN THIS AGREEMENT AND ANY EXTRA SERVICES AUTHORISED ORALLY OR OTHERWISE (IF APPLICABLE)]. AS OF THE EFFECTIVE DATE, CUSTOMER AUTHORISES GARGEON, AT GARGEON’S SOLE DISCRETION, TO (I) MANAGE AND ENTER INTO/TERMINATE CONTRACT(S) WITH AN INDEPENDENT HAULER FROM GARGEON’S NETWORK OF INDEPENDENT HAULERS; AND/OR (II) AUTHORISE THE INDEPENDENT HAULER TO ENTER THE CUSTOMER’S PREMISE TO CARRY OUT WASTE COLLECTION AND/OR ANY ACTION REASONABLY CONNECTED TO IT.


b. CUSTOMER.
agrees to terminate all contracts with other incumbent/existing haulers (“INCUMBENT PROVIDERS”) before entering into contract with GARGEON, unless agreed explicitly and in writing otherwise, by GARGEON


c.HAULERS.
Customer agrees to deliver to GARGEON’s Haulers all waste materials, in accordance with this Agreement. Customer agrees to deposit all waste materials that is intended to be collected by the Hauler(s) into the specific bins as stated in the confirmation email sent by GARGEON. GARGEON shall select the Hauler(s) to provide Customer with the Collection Services. The particular Hauler(s) selected shall be at GARGEON’s sole discretion. All Haulers and their respective employees are independent contractors, and not employees, of GARGEON.


d.Single Point of Contact.
GARGEON will act as the single point of contact between Customer and the Haulers. In providing the Management Services, GARGEON will make the arrangements necessary for the provision of the Collection Services, including, but not limited to, scheduling and routing, using GARGEON’s network of Haulers. The Customer agrees to contact GARGEON, and not a specific Hauler, regarding any billing, hauling or other issues during the Agreement Term. GARGEON will, without prejudice to the company’s rights, endeavour to monitor Customer’s waste streams in order to assess the timeliness and the efficiency of the Collection Services.


e. License to Use Waste and Recycling Data.
To the extent that Customer has any rights in or to the Waste and Recycling Data, Customer unconditionally grants GARGEON a worldwide, perpetual, irrevocable, royalty-free, fully paid, exclusive, sublicensable and transferrable right and license to use, commercially exploit, publish, reproduce, adapt, create derivative works, publicly display, publicly perform and otherwise use all Waste and Recycling Data.


f.Exclusivity.
Customer shall make GARGEON its exclusive provider of waste and recycling management services during the Agreement Term.


g. Title to Waste Materials.
Title to Waste Materials shall, at the time of collection, transfer directly from Customer to the Haulers or vendors identified by GARGEON, provided further, that at GARGEON’s option, title to approved Recyclable Materials shall, at the time of collection, pass directly from Customer to GARGEON. Notwithstanding anything to the contrary in this Agreement, title to and liability for Prohibited Materials shall at all times remain with Customer, and GARGEON shall not be deemed to own, generate, possess or control, and shall not be liable to Customer or any third party regarding any (i) Prohibited Materials, or (ii) Waste Materials for which GARGEON has not expressly accepted title in writing.


2. Pricing


a. Payment.
Customer agrees to pay the first payment for all amounts due to GARGEON [on the Effective Date/Start Date]. Thereafter, fees for recurring Management Services (the “Monthly Service Fees”) will be required to be paid by the Customer via Banking Transfer into the bank details as follows:
Bank Name : CIMB BANK BERHAD
Account Holder : GARGEON SDN. BHD.
Bank Account Number : 860-299-8206


Bills for Monthly Services Fees will be sent by GARGEON to the Customer on the 20th of each monthor the first working day after the 20th of that month, whichever is later. Customer agrees to pay GARGEON by the method stated above by the 30th of the said month or the last working day of the said month, whichever is earlier.

Fees for services not categorised under recurring Management Services (“Temporary Services”) are due 15 days after the service has been carried out and is to be paid by the same method stated above.

The categorisation of services into Monthly Services and Temporary Services can be found on GARGEON’s registration and/or order form


b. Failure to Pay
(applicable to both Monthly Services Fees and Temporary Services)
If Customer fails to pay GARGEON the amounts due and owing pursuant to this Agreement when due, in addition to all other remedies available under this Agreement or at law, GARGEON shall charge the Customer a late fee as set out below:

Monthly Services Fees: GARGEON shall charge Customer a late fee of five percent (5%) of Customer’s outstanding balance due monthly plus any amount owed due to previous late fee penalty until payment is received by GARGEON. If full payment has not been made in the first 30 days after payment is due, then the late fee shall be calculated as five percent (5%) of Customer’s outstanding balance due monthly plus any amount owed due to previous late fee penalty for every 15 days thereof until payment is received by GARGEON.

Temporary Services: GARGEON allows a grace period of 15 days from the date the payment is due. If full payment has not been made in the first 15 days after payment is due, then the late fee shall be calculated as five percent (5%) of Customer’s outstanding balance due plus any amount owed due to previous late fee penalty for every 15 days thereof until payment is received by GARGEON.

In addition to the foregoing, GARGEON reserves the right to either (i) withhold the Management Services until all amounts due are paid in full to GARGEON, or (ii) terminate this Agreement in accordance with Section 3 “TERM AND TERMINATION” as set out below.


c. Pricing Adjustment.
The Monthly Service Fees are calculated based on the Management Services specified and requested by Customer in the Service Details and GARGEON’s published rates as of the Effective Date. Customer represents and warrants that the Management Services requested by Customer in the Service Details and account registration fully and accurately reflect its waste and recycling services needs during the Agreement Term. Notwithstanding anything herein to the contrary, in the event Customer requires Management Services in excess of or different to those specified in the Order Form, Customer hereby acknowledges and agrees that the Monthly Service Fees shall be adjusted upward to reflect Customer’s actual waste and recycling needs using GARGEON’s published rates at the time of the adjustment, and this Agreement shall be deemed amended to reflect the updated Monthly Service Fees.


d. Changes.
In addition to the circumstances described in Section 2(a), the Monthly Service Fees may, at GARGEON’s discretion, be adjusted upward by (i) non-controllable increases in the costs of landfill waste disposal, and federal, state, municipal or any other local government taxes and fees, and (ii) four percent (4%) annually.


e. Published Rates
The published rates shall be found on GARGEON’s website as found at https://www.gargeon.com/booking_application. GARGEON reserves the right to change and update the published rates at GARGEON’s discretion without prior notice to the Customer. The payment by Customer to GARGEON is subjected to clause 2(d) “CHANGES” above.


3. Term and Termination.


a.Term.
The term of this Agreement begins on the Effective Date and shall extend for successive, automatically renewing monthly terms (each, a “Renewal Term”) unless either Party notifies the other of their intention to not renew the Agreement, no later than 30 days prior to the proposed date of termination The Initial Term and all Renewal Terms are collectively referred to as the “Agreement Term.”


b.Termination by GARGEON.
GARGEON, in its sole discretion, may terminate this Agreement at any time by providing thirty (30) days’ prior written notice to Customer.


c.Termination for Material Breach.
Either Party may terminate this Agreement upon written notice, without prejudice to any other right or remedy, if the other Party breaches this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching Party within 30 days after the breaching party’s receipt of written notice of the breach. Payment due to GARGEON by Customer, but not limited to this, is taken as a material term for this Agreement.


d.Termination for Event of Insolvency.
Either Party may immediately terminate this Agreement, without prejudice to any other right or remedy, if the other Party (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay its debts as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) is appointed a trustee, receiver or custodian on account of such Party’s insolvency.


e.Early Cancellation Fees.
Due to GARGEON’s policy of allowing flexible switching, there will not be early cancellation fees imposed on the Customer.


4. Customer Obligations with regard to Environmental Laws and Prohibited Materials.


In using the Management Services, Customer represents, warrants and covenants to GARGEON that: (i) Customer is providing and will provide only Accepted Materials for collection, (ii) Customer is not providing and will not provide Prohibited Materials for collection; and (iii) Customer is and will remain in compliance with all Environmental Laws. As used in this Agreement, the following terms shall have the following meanings:

a. “Accepted Material”
means non-hazardous solid waste, general waste, Construction Material and Recyclable Materials. Accepted Material specifically excludes Prohibited Materials.


b. “Construction Material”
as defined in this Agreement means used tires, construction and demolition (C&D) materials, and waste materials reasonably connected to construction and demolition.


c. “Environmental Law”
means all applicable federal, state and local laws and regulations and common law concerning solid or hazardous waste, toxic or hazardous substances or materials, pollution, or protection of human health and safety or the environment.


d. “Medical Waste”
means any material or waste that is or potentially may be infectious, biohazardous, biomedical, or any other “medical” or similar waste regulated under, but not limited to, any Environmental Laws, including without limitation: medical wastes requiring treatment prior to disposal, “red bag” medical waste, blood- soaked bandages, culture dishes and other glassware, discarded surgical gloves, discarded surgical instruments, discarded needles (e.g., medical sharps), cultures, stocks, swabs used to inoculate cultures, removed body organs, and discarded lancets. For avoidance of doubt, Medical Waste is a Prohibited Material under this Agreement.


e. “Prohibited Material”
means: any materials or substances that are hazardous, toxic, explosive, flammable, radioactive or infectious, including without limitation, (i) any material considered by GARGEON as “hazardous waste”, (ii) PCBs, (iii) asbestos, (iv) diesel fuel, gasoline, or other petroleum products or hydrocarbons, (v) Medical Waste, medications or pharmaceuticals, (vi) any other material or substance that is hazardous or toxic, and which would form the basis of any claim, under any Environmental Laws, and (vii) any waste and recycling materials contaminated by, mixed with or containing Prohibited Materials.


f. “Recyclable Material”
means approved materials that can be recycled or recovered, and are not intended for disposal, provided further, however, such term specifically excludes Prohibited Materials.


5. Compliance with Laws.


Subject to the limitations set forth in this Agreement, GARGEON shall comply with all local, state and federal laws, regulations and ordinances applicable to the performance of Management Services and Collection Services and procure and maintain all licenses and permits required by government authorities. Customer shall be responsible for (i) properly identifying all Waste and Recyclable Materials to be handled by GARGEON and its Haulers hereunder; and (ii) comply with all applicable local, state and federal laws, regulations and ordinances related to the Management Services and Collection Services, including all Environmental Laws.



6. Limited Warranty.


THE MANAGEMENT SERVICES AND COLLECTION SERVICES ARE PROVIDED “AS IS” ON AN “AS AVAILABLE” BASIS. GARGEON DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, GARGEON MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY OR AVAILABILITY OF THE MANAGEMENT SERVICES OR ANY COLLECTION SERVICES REQUESTED THROUGH THE MANAGEMENT SERVICES. GARGEON DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THE HAULERS.



7. Limitation of Liability.


GARGEON shall not be liable for damages from any cause whatsoever, regardless of the form of action, whether in contract or in tort, including negligence, strict liability, personal injury, real or personal property damage or otherwise, arising from or relating in any manner to any action or failure to act on the part of a Hauler, except to the extent those damages arise solely out of any management by GARGEON of the Collection Services. NO EVENT SHALL GARGEON OR CUSTOMER BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL GARGEON’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE PROVISION OF THE MANAGEMENT SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO GARGEON PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.



8. Indemnification.


Notwithstanding anything to the contrary in this Agreement, Customer shall defend, indemnify, and hold harmless GARGEON and GARGEON’s employees, agents, representatives, current or future parent, subsidiaries, commonly owned affiliates and advisors from and against any and all liabilities arising from or relating to: (a) a breach of this Agreement by Customer or its employees, subcontractors or suppliers, including but not limited to any breach or inaccuracy of any representation, covenant or warranty contained herein; (b) Prohibited Materials of or concerning Customer; (c) any violation by Customer or Customer’s employees, subcontractors or suppliers of, or liability under, any Environmental Laws or any other governmental laws, rules, ordinances, or regulations; (d) the Incumbent Providers and the agreements entered into with Incumbent Providers (“Incumbent Agreements”); (e) any performance under, management of, or termination by GARGEON of the Incumbent Agreements (except if resulting from the gross negligence or intentional misconduct of GARGEON); or (f) any bodily injury, including death, or damage to real property or tangible personal property arising out of any negligence or willful misconduct of Customer or Customer’s employees, subcontractors or suppliers. Customer agrees to promptly notify GARGEON in writing of any matter covered above and do all things required to protect GARGEON’s interests. Customer’s indemnity of GARGEON shall survive the termination or expiration of this Agreement.



9. Confidential Information.


GARGEON and Customer acknowledge and agree that during the Agreement Term, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”), non-public proprietary and confidential business information that is of value to its owner and is treated as confidential, which shall expressly include the pricing information of GARGEON under this Agreement (“Confidential Information”). Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section 9; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by Receiving Party without using any Confidential Information. Except as otherwise expressly set forth in this Agreement, the Receiving Party shall hold in confidence and not disclose or use the Confidential Information or any portion of it. The Receiving Party shall protect and prevent the unauthorised use or disclosure of the Confidential Information using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information of a like nature. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Disclosing Party to afford the Disclosing Party the opportunity to seek a protective order or other remedy.



10. Other


i) Governing Law.
This Agreement is governed by and construed in accordance with the laws of the Sovereign State of Malaysia, without regard to any conflicts of laws principles. Each Party hereby waives, to the fullest extent permitted by law, any claim, defense or objection of (i) improper venue, (ii) inconvenient forum, or (iii) lack of personal jurisdiction.


ii) Dispute Resolution.
a. Arbitration. Customer agrees that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity of them or the use of the Management Services or Collection Services (together, "Disputes") will be settled by binding arbitration between Customer and GARGEON, except that each Party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a Party's copyrights, trademarks, trade secrets, patents or other intellectual property rights, or the wrongful disclosure of Confidential Information. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS WAIVING THE RIGHT TO A CIVIL TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR CLASS IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both Customer and GARGEON otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.

b. Arbitration Process. The arbitration will be administered in Malaysia by and according to the Asian International Arbitration Centre rules (“AIAC”) by one arbitrator. The seat of arbitration shall be Kuala Lumpur, Malaysia and the language used in the arbitral proceedings should be English. This contract shall be governed by the substantive laws of Malaysia. Before referring the dispute to arbitration, the parties shall seek and amicable settlement of that dispute by mediation in accordance with the AIAC Mediation Rules as in force of the date of the commencement of the mediation. All rulings from the AIAC will be conclusive and binding upon both Parties in any court of law of any jurisdiction.


iii. Equitable Remedies and Specific Performance.
Customer acknowledge that each provision of this Agreement providing for the protection of GARGEON’s or its licensor’s copyrights, patents, Confidential Information, trade secrets and other proprietary rights, is material to this Agreement. Customer acknowledges that any threatened or actual breach of the provisions providing for the protection of GARGEON’s or its licensor’s copyrights, patents, Confidential Information, trade secrets or other proprietary rights shall constitute immediate and irreparable harm to GARGEON or its licensors, for which equitable remedies may be awarded by a court of competent jurisdiction. The right to obtain equitable relief shall not limit the right to seek further remedies.


iv. Force Majeure.
GARGEON will not be liable to Customer for default in the performance or discharge of any duty or obligation under this Agreement, when caused by acts of God, public enemy, labor disputes and disorders, lockouts, strikes, work stoppages or other difficulties with the work force, fire, floods, windstorms, corruption, earthquakes, tidal waves, tornadoes, hurricanes, civil commotion, closing of the public highways, intentional or malicious acts of third person or any other governmental interference or regulations and other contingencies beyond the reasonable control of the affected Party.


v. Notices.
a) Any notices or other communications required or permitted to be given or delivered by GARGEON under this Agreement shall be undertaken by GARGEON by any means GARGEON determines in its discretion to be reasonable including, but not limited to, sending Customer an email notification (in which case the notice or other communication shall be deemed to be given when it is sent).

b) Any notices or other communications required or permitted to be given or delivered by Customer under this Agreement shall be in writing and shall be sufficiently given if delivered personally or if delivered by overnight commercial courier or by registered or certified mail, postage prepaid, return receipt requested, to GARGEON at the following address: GarGeon Sdn. Bhd., 32-01, Jalan Setia Tropika 1/7, Taman Setia Tropika, 81200, Johor, Malaysia, Attention: Business Development Manager. Any notice or other communication by Customer shall be deemed to be given when it is personally delivered or as of the date it is delivered by the commercial courier or five (5) days after being mailed by registered or certified mail, as the case may be, as herein specified. Any change of address shall be served by notice pursuant to this Section 10(iv).

c) Alternatively, any notices or other communications required or permitted to be given or delivered by Customer under this Agreement can be in the form of an email and sent to contact@gargeon.com. Any notice or other communication by Customer shall be deemed to be given when received and opened by GARGEON.


vii. Complete Agreement.
This Agreement, including the Service Details and all Addenda and other attachments and provisions of GARGEON’s website that are specifically incorporated into this Agreement, is the complete agreement between the Parties with respect to the subject matter of the Agreement, and supersedes any prior and contemporaneous oral or written agreement regarding that subject matter. The Parties acknowledge and agree that (i) if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Addendum or other attachment, the terms and conditions of this Agreement shall supersede and control, unless expressly stated otherwise on the Addendum, (ii) if there is a conflict between the terms of this Agreement, any Addendum or other attachment and the provisions of GARGEON’s website that are specifically incorporated by reference into this Agreement, the provisions on GARGEON’s website shall supersede and control.


viii. Assignment.
Customer may not assign this Agreement, by operation of law or otherwise, without GARGEON’s prior written consent. GARGEON may assign this Agreement, without Customer’s consent, to: (i) a subsidiary or affiliate, (ii) an acquirer of GARGEON’s equity, business or assets; (iii) a successor by merger; or (iv) for the benefit of creditors. Any attempted assignment in violation of this Section 10(viii) will be null and void. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and assigns.


ix. Waiver.
a) GARGEON’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by GARGEON in writing.

b) Independent Contractor Status. Except as expressly provided under this Agreement, no joint venture, partnership, employment, or agency relationship exists between Customer, GARGEON or any Hauler as a result of this Agreement or use of the Management Services or Collection Services.


x. Severability.
If any provision in this Agreement is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect and be enforced to the maximum extent permitted by applicable law.


xi. Counterparts.
Customer acknowledges and agrees that this Agreement is being signed electronically and that such electronic signature has the same force and effect as delivery of an original signed copy of this Agreement with a hand written signature (if and when applicable).


xii. Survival.
The preamble and Sections 1(f) and 3-10 shall survive this Agreement after the expiration or termination of the Agreement.