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BASIC TERMS AND CONDITIONS
<br /> The following terms and conditions shall apply to this Agreement.
<br /> 1. Term. The term of this Agreement shall commence on the date of Customer's signature or, if later,the Effective Date
<br /> set forth on the first page of this Agreement. The initial term of this Agreement shall continue for one(1)year after
<br /> commencement. Upon expiration of the initial term,the term will continue with automatic renewals for additional one
<br /> (1) year terms, unless written notice of non-renewal is delivered by either party to the other not less than ninety (90)
<br /> days prior to the expiration date. In the event that IM continues to hold Deposits after the expiration or termination of
<br /> this Agreement, the terms of this Agreement shall continue to apply until all Deposits have been removed from IM's
<br /> facility, except that IM may adjust rates upon thirty(30)days' written notice.
<br /> 2. Charges. Rates and charges shall be as specified in the Pricing Schedule(Schedule A) and/or other Schedules. Rates
<br /> and charges for storage and services shall remain fixed for the first year of service by IM,and may thereafter be changed
<br /> by IM upon thirty (30)days' notice. Transportation surcharges apply and change monthly without notice in accordance
<br /> with IM's fuel surcharge policy, which may be found at https://www.ironmountain.com/support/how-it-
<br /> works/resources/transportation/fuel-surcharge/us-fuel-surcharge. Customer requests requiring IM to alter its standard
<br /> operations,billing or collections policies or procedures may be denied and if approved,subject to additional charges.
<br /> _.. . 3.. Customer Instructions. Customer warrants that it is the.ow_n_er.or legal.custodian of the Deposits.and.has full authority
<br /> to store and direct their disposition in accordance with this Agreement. IM will perform services pursuant to the
<br /> direction of Customer's agent(s) identified pursuant to IM's standards. Authority granted to any persons on standard
<br /> authorization forms shall constitute Customer's representation that the identified persons have full authority to order
<br /> any service, including disposal or removal of Deposits. Such orders may be given in person, by telephone or by email.
<br /> Customer releases IM from all liability related to the destruction of materials pursuant to Customer's authorization.
<br /> 4. Operational Procedures. Customer shall comply with IM's reasonable operational requirements, as modified from
<br /> time to time, regarding cartons, carton integrity, delivery/pickup/account closing volumes, preparation for pickup,
<br /> security, secure shredding protocols, access and similar matters. Extraordinary volume requests (defined as 125% of
<br /> the average volume over the immediately preceding three month period)may involve additional costs,such as overtime,
<br /> which Customer will pay at IM's overtime rates,provided Customer consents to such costs in advance.
<br /> 5. Force Majeure. Neither party shall be liable for delay or inability to perform caused by acts of God, governmental
<br /> actions, labor unrest, acts of terrorism, riots,unusual traffic delays or other causes beyond its reasonable control.
<br /> 6. Governmental Orders. IM is authorized to comply with any subpoena or similar order related to the Deposits, at
<br /> Customer's expense,provided that IM notifies Customer promptly upon receipt thereof,unless such notice is prohibited
<br /> by law. IM will cooperate with Customer's efforts to quash or limit any subpoena,at Customer's expense.
<br /> 7. Confidentiality. "Confidential Information" means any information concerning or relating to the property, business
<br /> and affairs of the party disclosing such information that is furnished to the receiving party, and regarding this
<br /> Agreement, its Schedules and IM's processes and procedures; except for information that was previously known to the
<br /> receiving party free of any obligation to keep it confidential, is subsequently made public by the disclosing party or is
<br /> disclosed by a third party having a legal right to make such disclosure. Confidential Information shall be used only in
<br /> the manner contemplated by this Agreement and shall not be intentionally disclosed to third parties without the
<br /> disclosing party's written consent, except as authorized in Section 6. IM shall not obtain any rights of any sort in or to
<br /> the Confidential Information of Customer contained in Deposits. IM shall implement and maintain reasonable
<br /> safeguards designed to protect Customer's Confidential Information.
<br /> S. Limitation of Liability.
<br /> a. Liability for Loss or Damage to Deposits. IM shall not be liable for any loss or destruction of, or damage to,
<br /> Deposits, including costs resulting from a loss of a Deposit constituting a breach of data security or confidentiality,
<br /> unless such loss or damage resulted from IM's negligence. If liable, the amount of IM's liability is limited as
<br /> provided on the first page hereof. Deposits are not insured by 1M against loss or damage, however caused.
<br /> Customer may insure Deposits through third-party insurers for any amount. Customer shall cause its insurers of
<br /> Deposits to waive any right of subrogation against IM.
<br /> b. Liability for Non-Storage Services. With respect to services not related to the storage of Deposits, IM shall not be
<br /> liable for any loss or default, including direct damages resulting from a breach of data security or confidentiality,
<br /> unless such loss or default is due to the negligence of IM. IM shall not be liable for the loss of contents of shredding
<br /> bins unless and until the contents are in the custody and control of.IM and only to the extent caused by IM's
<br /> negligence. If liable under this subsection(b),the amount of IM's liability is limited as provided on the first page
<br /> hereof.
<br /> IM-5000 rev. 11/1/2022 OO 2022 Iron Mountain Incorporated Page 2 of 4
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