Waste Management Services Agreement

1.1 Parties.

This Waste Management Services Agreement ("Agreement") is entered into between Corvo LLC, a Minnesota limited liability company ("Corvo"), and the entity or individual completing the online enrollment process and accepting these terms ("Customer"). Collectively, Corvo and Customer are referred to herein as the "Parties."

1.2 Corvo's Role - Managed Service Provider and Broker.

Corvo is a waste management services broker and managed service provider. Corvo does not collect, transport, haul, or physically dispose of waste. Corvo does not own or operate waste collection vehicles, transfer stations, or disposal facilities. All physical waste collection, hauling, and disposal services are performed exclusively by independent third-party waste haulers, municipalities, utilities, franchise operators, public agencies, or other service providers (collectively, "Service Providers"), including licensed third-party waste haulers ("Haulers"), arranged by Corvo or coordinated by Corvo on Customer's behalf.

By entering into this Agreement, Customer engages Corvo to act as its waste management broker and managed service provider. The services provided by Corvo include, without limitation: (i) identifying, vetting, and contracting with Haulers and other Service Providers on Customer's behalf; (ii) negotiating service terms and rates with Service Providers; (iii) managing day-to-day Service Provider relationships; (iv) consolidated billing and account management; (v) technology platform access and account portal services; (vi) service performance monitoring and issue resolution; and (vii) acting as Customer's single point of contact for all waste service matters (collectively, "Managed Services").

1.3 Independent Contractor.

Corvo is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties, except that Customer expressly authorizes Corvo to act as its agent solely for the limited purposes set forth in Section 2 of this Agreement.

2.1 Exclusive Appointment.

Customer hereby exclusively appoints Corvo as its Broker of Record and sole authorized representative for all waste collection, hauling, recycling, disposal, and related services (collectively, "Waste Services") at each service location identified during Customer's enrollment ("Service Locations"). This appointment is exclusive for the duration of the Term.

2.2 Scope of Authority.

Customer grants Corvo full authority to act on Customer's behalf with respect to Waste Services, including without limitation the authority to:

• Negotiate, renegotiate, modify, amend, execute, and terminate contracts, rates, and service terms with any Hauler, municipality, utility, public agency, franchise operator, or other service provider on Customer's behalf.
• Serve as the primary point of contact with all Haulers and other Service Providers for all matters relating to Waste Services.
• Establish, maintain, transfer, access, and manage Waste Services accounts with Haulers and other Service Providers, whether such accounts are maintained in Customer's name, Corvo's name, or another form required by the applicable market, utility, municipality, or provider.
• Direct invoices and billing communications to Corvo where permitted, and where local rules require billing to remain in Customer's name or on a utility account, receive account access, account information, and invoice copies and manage those accounts on Customer's behalf.
• Receive, review, dispute, pay, advance, and rebill third-party charges, utility charges, deposits, taxes, surcharges, and other pass-through amounts arising from Waste Services.
• Select, replace, or remove Haulers serving the Service Locations, in Corvo's reasonable discretion.
• Execute Broker of Record letters, authorization letters, utility account forms, municipal service forms, hauler change notices, and any other documentation necessary to effectuate the purposes of this Agreement.
• Take any and all actions reasonably necessary to manage, optimize, and improve Waste Services at the Service Locations.

2.3 Limited Power of Attorney.

To the extent necessary to carry out the purposes of this Agreement, Customer grants Corvo a limited power of attorney to execute documents, sign service agreements, establish or manage accounts, and communicate with Haulers, municipalities, utilities, public agencies, franchise authorities, and other third parties on Customer's behalf solely with respect to Waste Services at the Service Locations. This limited power of attorney terminates automatically upon expiration or termination of this Agreement.

2.4 Additional Market-Specific Documentation.

Customer acknowledges that certain markets, municipalities, utilities, franchised providers, or Service Providers may require separate account forms, authorization letters, Broker of Record letters, owner or agent acknowledgments, customer-of-record confirmations, deposits, or similar documentation to initiate, transfer, manage, or bill Waste Services. Customer agrees to promptly execute and deliver any such market-specific documentation reasonably requested by Corvo or the applicable Service Provider. Corvo's inability to commence or continue service due to Customer's failure to provide required documentation shall not constitute a breach by Corvo.

2.5 Electronic Acceptance - Authority to Bind.

By clicking "I Agree," "Purchase," or any similar acceptance mechanism on the Corvo enrollment page, the individual completing enrollment represents and warrants that: (i) they are at least 18 years of age; (ii) they have full legal authority to enter into this Agreement on behalf of the Customer entity identified during enrollment; (iii) the Customer entity is duly organized and in good standing; and (iv) this Agreement constitutes a legally binding obligation of Customer enforceable in accordance with its terms. Electronic acceptance through the Corvo platform constitutes a valid signature with the same legal force and effect as a handwritten signature under applicable federal and state electronic signature laws, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

3.1 Consolidated Billing.

Corvo provides a single consolidated monthly invoice for Waste Services at the Service Locations. The consolidated invoice may include Corvo's managed service fee together with third-party service charges, pass-through charges, utility charges, taxes, deposits, surcharges, and other amounts incurred, advanced, paid, or managed by Corvo in connection with Waste Services. In some markets, local rules or Service Provider requirements may require the underlying service account or utility bill to remain in Customer's name or on a property-specific account; in those cases, Customer authorizes Corvo to access the account, receive account information and invoice copies, coordinate payment, and rebill or otherwise consolidate such amounts through Corvo. Customer acknowledges that the pricing provided by Corvo is proprietary and represents Corvo's independently determined rate for the management, coordination, and procurement of Waste Services. Corvo's underlying costs, negotiated Service Provider rates, and any component pricing are proprietary and confidential and shall not be subject to disclosure or audit by Customer.

3.2 Automatic Payment.

Customer authorizes Corvo to charge the payment method provided during enrollment on a recurring basis, beginning on the first date of active service ("Service Commencement Date"). Customer shall maintain a valid payment method on file with Corvo at all times during the Term. Customer authorizes Corvo to update or re-attempt billing as permitted under applicable payment network rules and Corvo's payment processor terms.

3.3 No Charge Until Service Commencement.

Corvo will not charge Customer's payment method until the Service Commencement Date, defined as the first date on which active Waste Services are initiated at the Service Location(s). If Corvo is unable to arrange service at a Service Location, Customer will be notified and no charge will be assessed. Customer's provision of payment information during enrollment does not constitute a charge or authorization to charge until service actually commences.

3.4 Price Adjustments.

Corvo reserves the right to adjust the monthly service fee upon written notice to Customer. Notice of any price increase will be provided in accordance with applicable payment processor requirements and no less than the notice period required by Corvo's payment processor policies. Customer's continued use of Corvo's Managed Services following the effective date of any price adjustment constitutes acceptance of the adjusted rate. If Customer does not accept a price adjustment, Customer's sole remedy is to terminate this Agreement subject to the provisions of Section 5.

3.5 Late Payment; Service Suspension.

If Customer's payment method fails or payment is not received by the due date, Corvo will provide written notice of the failure. If payment remains outstanding for more than thirty (30) days following the due date, Corvo reserves the right, in its sole discretion, to: (i) suspend Waste Services at any or all Service Locations; and/or (ii) declare Customer in material breach of this Agreement. A payment delinquency exceeding thirty (30) days that remains uncured following notice shall constitute a material breach entitling Corvo to terminate this Agreement and pursue all remedies available under Section 6.

4.1 Initial Term.

The initial term of this Agreement shall be thirty-six (36) months commencing on the Service Commencement Date ("Initial Term"). Customer acknowledges that the pricing, Hauler commitments, and service arrangements made by Corvo on Customer's behalf are structured in reliance upon the full Initial Term.

4.2 Automatic Renewal.

Upon expiration of the Initial Term, and each Renewal Term thereafter, this Agreement shall automatically renew for successive twelve (12) month periods ("Renewal Terms") unless either Party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. The Initial Term and all Renewal Terms are collectively the "Term."

4.3 Cancellation Notice.

To cancel or decline renewal of this Agreement, Customer must provide written notice to Corvo no less than ninety (90) days prior to the expiration of the then-current Term. Written notice must be delivered via the method specified in Section 10 of this Agreement. Verbal cancellation requests shall not be effective. Failure to provide timely notice shall result in automatic renewal as set forth in Section 4.2.

5.1 Early Termination by Customer.

If Customer terminates this Agreement prior to the expiration of the then-current Term (other than due to Corvo's uncured material breach under Section 5.3), Customer shall pay to Corvo a liquidated damages amount equal to fifty percent (50%) of the total remaining monthly service fees that would have been due through the end of the then-current Term (the "Early Termination Fee").

Example: If Customer's monthly service fee is $400 and Customer terminates with 18 months remaining in the Term, the Early Termination Fee would be $400 x 18 x 50% = $3,600.

5.2 Acknowledgment of Liquidated Damages.

The Parties agree that the actual damages Corvo would suffer upon early termination are difficult to calculate with precision, including without limitation costs associated with Hauler contract commitments, customer acquisition and onboarding costs, and revenue foregone. The Early Termination Fee represents the Parties' reasonable pre-estimate of such damages and is not a penalty. Customer expressly agrees that the Early Termination Fee is reasonable in light of the anticipated harm.

5.3 Early Termination by Customer for Corvo's Material Breach.

Customer may terminate this Agreement without payment of the Early Termination Fee if: (i) Corvo has committed a material breach of this Agreement; (ii) Customer has provided Corvo with written notice of such breach; and (iii) Corvo has failed to cure such breach within thirty (30) days of receipt of written notice. For the avoidance of doubt, Hauler non-performance, missed pickups, or other acts of third-party Haulers do not constitute a material breach by Corvo, subject to Section 8.

5.4 Early Termination by Corvo.

Corvo may terminate this Agreement immediately upon written notice to Customer in the event of: (i) Customer's material breach, including non-payment as described in Section 3.5; (ii) Customer's insolvency, bankruptcy, or assignment for the benefit of creditors; or (iii) Customer's violation of the anti-circumvention provisions of Section 7. Upon termination by Corvo for cause, the Early Termination Fee shall become immediately due and payable.

6.1 Managed Services Provided.

In exchange for Customer's monthly service fee, Corvo shall use commercially reasonable efforts to provide the following Managed Services:

• Hauler Vetting and Selection: Corvo will source and contract with haulers that Corvo, in its reasonable judgment, considers qualified and reliable for the Customer's service type and location.
• Service Coordination: Corvo will coordinate pickup schedules, service initiation, and service changes on Customer's behalf.
• Issue Resolution: In the event of service failures, missed pickups, or service complaints reported by Customer, Corvo will use commercially reasonable efforts to contact the responsible Hauler and seek resolution within two (2) business days of Customer's notice to Corvo.
• Consolidated Billing: Corvo will manage invoicing and billing on a consolidated basis, providing Customer with a single monthly invoice.
• Account Management: Customer will have access to a Corvo account portal for service management, billing history, and service requests.
• Hauler Changes: If a Hauler is performing unsatisfactorily or is otherwise unable to continue service, Corvo will use commercially reasonable efforts to arrange a replacement Hauler in a timely manner.

6.2 "Commercially Reasonable Efforts" Standard.

Corvo's service level obligations are limited to "commercially reasonable efforts." Corvo does not guarantee uninterrupted or error-free Waste Services, as physical service is dependent upon the performance of independent Haulers over whom Corvo does not exercise direct operational control. Corvo's role is to manage and advocate on Customer's behalf, not to perform physical waste collection itself.

7.1 Prohibition on Direct Dealing.

During the Term of this Agreement, and for a period of twenty-four (24) months following its expiration or termination for any reason, Customer shall not, directly or indirectly: (i) contact, negotiate with, solicit, or enter into any waste service agreement directly with any Hauler identified, introduced, or arranged by Corvo in connection with this Agreement; (ii) attempt to circumvent Corvo's role as Broker of Record by dealing directly with such Haulers for the same or similar waste services; or (iii) assist or facilitate any third party in doing the foregoing.

7.2 Remedies for Circumvention.

Customer acknowledges that any circumvention of Corvo's role would cause Corvo irreparable harm for which monetary damages alone may be inadequate. In the event of actual or threatened circumvention, Corvo shall be entitled to seek injunctive relief in addition to any other available legal or equitable remedies. If Customer circumvents Corvo in violation of this Section, the full Early Termination Fee shall become immediately due and payable regardless of any other termination terms.

8.1 Hauler Independence.

All physical Waste Services are performed by independent third-party Haulers. Haulers are not employees, agents, or subcontractors of Corvo for purposes of operational liability. Corvo does not control the day-to-day operations, routes, equipment, personnel, or operational decisions of Haulers.

8.2 Corvo Not Liable for Hauler Acts.

CORVO SHALL NOT BE LIABLE FOR ANY ACTS, OMISSIONS, ERRORS, NEGLIGENCE, OR MISCONDUCT OF ANY HAULER, INCLUDING WITHOUT LIMITATION: MISSED OR DELAYED PICKUPS; PROPERTY DAMAGE CAUSED BY HAULER VEHICLES OR PERSONNEL; IMPROPER DISPOSAL OR ENVIRONMENTAL VIOLATIONS BY HAULERS; PERSONAL INJURY CAUSED BY HAULER OPERATIONS; OR ANY REGULATORY VIOLATIONS BY HAULERS. CUSTOMER'S REMEDY FOR HAULER NON-PERFORMANCE IS CORVO'S COMMERCIALLY REASONABLE EFFORTS TO REMEDIATE THE ISSUE AS SET FORTH IN SECTION 6.

8.3 Limitation of Corvo's Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORVO'S TOTAL LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL MONTHLY SERVICE FEES PAID BY CUSTOMER TO CORVO IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. CORVO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF CORVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4 Force Majeure.

Corvo shall not be in breach of this Agreement for any delay or failure to perform resulting from causes beyond Corvo's reasonable control, including without limitation acts of God, natural disasters, pandemic, labor disputes affecting Haulers, government actions, or regulatory orders affecting waste service operations.

9.1 Agreement to Arbitrate.

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL ARBITRATION RULES.

9.2 Arbitration Seat and Governing Law.

The arbitration shall be conducted in Hennepin County, Minnesota. The arbitrator shall apply the substantive law of the State of Minnesota, without regard to its conflict of laws principles. Judgment on the arbitration award may be entered in any court having jurisdiction.

9.3 Waiver of Class Action.

Customer expressly waives any right to bring any claim as a class action, collective action, or representative action. All disputes shall be resolved on an individual basis only.

9.4 Injunctive Relief Exception.

Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to preserve the status quo pending arbitration, without waiving the right to arbitrate the underlying dispute.

9.5 Costs.

The Parties shall share AAA filing fees equally. The arbitrator shall have the authority to award attorneys' fees and costs to the prevailing Party in accordance with applicable law.

10.1 Notices.

All notices required under this Agreement shall be in writing and delivered to Customer at the email address provided during enrollment, and to Corvo at: legal@corvowaste.com, or such other address as either Party designates in writing. Notices are effective upon confirmed delivery or, if sent by email, upon sender's receipt of no-bounce confirmation.

10.2 Entire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, representations, or understandings. No modification to this Agreement shall be binding unless made in writing and accepted through Corvo's authorized platform or signed by an authorized representative of Corvo.

10.3 Severability.

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

10.4 Waiver.

No waiver of any provision of this Agreement shall be effective unless in writing. Corvo's failure to enforce any provision shall not constitute a waiver of Corvo's right to enforce that provision in the future.

10.5 Assignment.

Customer may not assign this Agreement or any rights hereunder without Corvo's prior written consent, which shall not be unreasonably withheld in the event of a bona fide sale of Customer's business. Any purported assignment in violation of this Section is void. Corvo may assign this Agreement without Customer's consent in connection with a merger, acquisition, or sale of substantially all of Corvo's assets.

10.6 Headings.

Section headings are for convenience only and shall not affect interpretation of this Agreement.

10.7 Counterparts and Electronic Execution.

This Agreement may be executed electronically. Electronic acceptance through the Corvo platform, including clicking an acceptance button or completing the enrollment process, constitutes a valid and binding execution of this Agreement and satisfies any applicable signature requirement under state or federal law, including the E-SIGN Act (15 U.S.C. Section 7001 et seq.) and the Uniform Electronic Transactions Act (UETA).