These Terms and Conditions shall apply and govern the relationship between the company selling the Units (as entered as “Seller” for purchase) and Matrix Solution Group LLC, a Colorado limited liability company d/b/a “Crapper King” (“Broker”). Seller is engaged in the business of portable restroom rentals and/or sales and has Units it wishes to offer for sale. Broker possesses expertise and knowledge regarding marketing and sales of such Units. Seller hereby engages Broker to offer the Units for sale in accordance with these terms and conditions herein (“Agreement”).

1. Marketing and Sale of Units. Seller hereby appoints Broker as its agent to market and facilitate the sale of the portable restroom equipment (the “Units”) specifically subject to all terms and conditions stated herein. The Units that the Seller is contracting with Broker to market and sell are set forth in each case on a “Listing Agreement Form” executed by Seller and Broker. The Listing Agreement Form will summarize the types, quantities, and general condition of the Units to be marketed and sold by Broker. The Listing Agreement Form will also include the applicable financial details related to the pricing of such Units and the compensation to be earned by Seller and Broker, respectively, upon the closing of a purchase and sale of any Units, including the commission or other compensation earned by Broker for its services, as well as details about the payment and responsibility for any state or local taxes associated with the sale of the Units. Seller may have one or more Listing Agreement Forms in effect with Broker at any given time. Seller is responsible for providing accurate and up-to-date information with respect to all Units that are being marketed and sold by Broker, including promptly notifying Broker and updating any information that is inaccurate or out of date. Following execution of any Listing Agreement Form, Broker will commence marketing the Units to third-party purchaser(s)(the “Buyer”) and will otherwise facilitate the sale of the Units to third-party purchaser(s) in accordance with these terms and conditions as well as the terms of the applicable Listing Agreement Form. So long as the terms of the sale of any Unit(s) to a Buyer comply with these online Listing Terms and Conditions as well as the applicable Listing Agreement Form for such Unit(s), Broker has full authority to enter into and consummate a binding contract for the sale of such Unit(s) on Seller’s behalf. Each purchase is unique; situations and issues will vary from case to case.
2. Diligent and Professional Sale of Units. Broker agrees to professionally perform services necessary to market and facilitate the sale of Units. Broker agrees to use t best efforts to avoid undertaking a prohibited activity by the terms of any lease, permit, license, contract, or agreement in the marketing and facilitating the sale of Units.
3. Ownership, Storage, and Risk of Loss Prior to Sale. Until any such Unit has been sold, shipped, or picked up by a Buyer, all legal title and ownership of the Units will remain with the Seller. Seller shall represent it has clear title and shall maintain all Units free from any security interest, mortgage, pledge, lien or other encumbrance. Seller will not permit any Units to be used as collateral or security for any debt or liability of Seller. Seller assumes full responsibility for proper storage and handling of the Units while in Seller’s possession or control, and for loss, liability or damages, including, but not limited to, costs and fees arising from other causes including fire, accident, and all losses, liabilities, costs and expenses. Seller shall be responsible for maintaining insurance coverage appropriate for such Units. The Parties agree they will each execute a Uniform Commercial Code (“UCC”) financing statement that shall be reasonably deem appropriate under the circumstances to protect its interest in the Units and free from claims of creditors and other third persons or Parties. Broker may request a UCC financing statement for the Seller’s Units, general inventory, accounts receivable, equipment, chattels and/or other assets in order to secure Broker’s right to receive compensation that it has earned under this Agreement. Broker does not guarantee clear title to any property being offered for sale or sold. Broker reserves the right to modify these terms and conditions, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Broker may request and receive copies of all Seller’s documents to show title record of any Units being offered for sale by Broker.
4. Failure to Procure or Maintain Insurance for Units. The Seller will not be relieved of any liability, claims, demands, or other obligations assumed by its failure to procure or maintain insurance, or its failure to procure or maintain insurance in sufficient amounts, durations, or types for all Units. Failure on the part of the Seller to procure or maintain policies providing the required coverage, conditions and minimum limits will constitute a material breach of this Agreement upon which the Broker may immediately terminate the Agreement and/or any sale(s) for the Seller of any Units.
5. License, Access, Shipping or Pick-Up Sold Units. After any Units are sold to Buyer, the Broker will notify Seller in writing. After notice, Seller will make the applicable Unit(s) available at a commercially reasonable time for: (i.) pick-up by the Buyer, or (ii.) shipment to Buyer via a third-party carrier. In the case of pick-up by the Buyer, Broker will coordinate with Seller to arrange an acceptable time for the Buyer to take the purchased Units. In the case of shipment via a third-party carrier, Broker may help to arrange transportation through the use of outside professionals, including through the engagement of a transportation logistics company or freight broker if appropriate, but in no event is Broker acting as a freight transporter, hauler, freight broker itself, or a freight carrier, with respect to any shipment of any Units. At no time will Broker hold, handle, store, take possession of, or transport freight related to the shipment of any Units, or act as a freight transporter, hauler, freight broker itself, or a freight carrier, with respect to any Units. Subject to Seller’s compliance with this Agreement and payment of any applicable sales, Seller(s) also grant Broker exclusive, non-transferable, non-sublicensable license to access to sell all Units. This license included the resale of any Units. Seller may not infringe, misappropriate, or violate intellectual property or other legal rights. All rights not expressly granted to Seller in this Agreement are reserved and retained by Broker. No Broker sale service, nor any part of any sale service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Broker.
6. Territory Restrictions. In addition to the pricing and compensation details set forth on the Listing Agreement Form, Seller will have the right but not the obligation to include commercially reasonable and customary geographic restrictions on the sale of some or all of the Units covered by the applicable Listing Agreement Form. In the event that Seller desires to impose such geographic restrictions, those terms will be expressly identified and specified on the applicable Listing Agreement Form prior to any sale; Broker will not sell any such geographically restricted Units to any Buyer within the specifically identified and pre-listed restricted territory without the prior written consent of Seller.
7. Removal of Labels. Unless specified on an applicable Listing Agreement Form, the Parties agree that any and all pre-existing signage and/or labeling identifying Seller or any of its affiliates or subsidiaries will be removed from the Units by Seller prior to the Unit(s) being sold/transferred to a Buyer.
8. Termination and Refunds. Unless a fixed term is otherwise specified on an applicable Listing Agreement Form, the term of the listing for the Units identified on such Listing Agreement Form shall be indefinite until all applicable Units are sold. Either Broker or Seller may terminate any Listing Agreement Form by providing written notice to the other party at least thirty (30) days prior to the termination date. The Parties may also terminate this agreement upon any uncured event of default following ten (10) days written notice to the defaulting party. The following events, occurrences or conditions shall constitute an event of default under this Agreement: (i.) either Broker or Seller shall default in the payment of any invoice or other amount due between them pursuant to this Agreement; or (ii.) a petition is brought by or against either Broker or Seller under the current or any future bankruptcy or insolvency laws seeking any reorganization, arrangement, readjustment, liquidation, dissolution or similar relief with respect to Broker or Seller, respectively, as the case may be, (iii.) Broker or Seller becomes insolvent or makes an assignment for the benefit of creditors, or (iv.) a material breach by Seller or Broker, respectively, of any of their respective obligations under this Agreement. Broker does not take title to any rejected, returned or refunded Unit(s) until the Unit(s) arrives at Broker’s place of business in Colorado. At Broker’s discretion, any refund may be issued with or without requiring a return. All Monthly Statement(s) left unpaid after thirty (30) days after issuance, shall be charged two (2%) percent monthly, or twenty (24%) percent compounded annually. In the event the Broker commences any collection activities to collect any outstanding Monthly Statement(s), Broker shall be entitled to recover all reasonable attorney fees, costs, charges, and expenses against Seller or Buyer.
9. Monthly Statements, Form of Funds and Time of Payment. All amounts payable by the Parties must be paid in good funds that comply with all applicable Colorado laws, including electronic transfer funds, credit card payments, certified check, teller’s check and cashier’s check. All funds, to be paid under this Agreement, must be paid in compliance herein, or as agreed in writing between the Parties. Broker shall keep and maintain accurate and complete records of all sales of Units and shall provide Seller with detailed monthly written statements (“Monthly Statement”) with respect to all sales of Units by Broker. Each Monthly Statement shall include a description of all Units sold during the applicable period, the prices and quantities of each type of Unit that was sold, as well as the applicable financial terms and distributions for the Seller and Broker, respectively. Any disputes shall be received in writing within thirty (30) days of issuance of the Monthly Statement being disputed. Failure of Seller to dispute any Monthly Statement, in writing, within thirty (30) days shall cause any issued Monthly Statements to be deemed as true, correct, due and payable in full. Seller’s acknowledgment of this Agreement below authorizes Broker to transfer any fee or cost. The Seller agrees he/she/it shall pay a fee of $250 to Broker, in addition to any and all bank fees or charges for any returned, stopped payment, dishonored payment and/or credit charges. In the event Seller provides a credit card, the Seller’s signature below, also hereby authorizes Broker to pay any Monthly Statement, any bank fees, charges, or costs, unless alternative payment arrangements are approved in writing by Broker. If Seller uses a credit card to pay any Monthly Statement, additional service charges will apply and be charged to Seller. The bank charge is approximately 4.75%, or a fixed rate to pay by each credit card payment. Broker passes that actual bank charge(s) to Seller on the Monthly Statement. Any rejected, reversed, stopped payment, or disavowed charge, fee and/or cost is passed directly to Seller to pay. ALL MONTHLY STATEMENT(S) ISSUED ARE THE SEPARATE, SOLE AND FULL RESPONSIBILITY OF SELLER TO PAY.
10. Buyer’s Creditworthiness. Upon Broker’s approval of Seller Buyer’s financial ability and creditworthiness, which approval will be in Broker’s discretion, accordingly, Buyer must supply to Broker information concerning Buyer’s financial ability and credit condition. Buyer consents that Broker may verify Buyer’s financial ability and creditworthiness. Any such credit information received by Broker must be held by Broker in confidence and not released to others except to protect Broker ‘s interest in any sale transaction. If the amounts to be paid upon sale is less than the total sale amount, Broker has the right to terminate under this Agreement.
11. Uniform Sales & use Tax Resale-Multijurisdiction. Seller has the sole responsibility to determine the proper use and sales tax under the applicable laws in each state that any Unit(s) are being offered for sale, as these may change from time to time. Seller agrees to be solely responsible for any and all sales/use tax in which Seller would deliver Units to Broker and that any such Units for resale in the normal course of business. Colorado, Hawaii, Illinois, and New Mexico do not permit the use of the sale & use tax certificate to claim a resale of Units. Sellers agree that he/she/it has reviewed Code Colo. Regs. 201-1, Rule 39-26-105-3 (Documenting Exempt Sales) prior to the sale of any Units by Broker. The Colorado Department of Revenue collects and administers the state sales and use taxes in Colorado.
12. Disclaimer of Warranty. Broker will not in any manner alter the warranty disclaimers and limitation of liability without the prior written authorization of the Seller, nor extend or make any additional warranty or representation regarding the Units unless expressly authorized by Seller in writing. The sales of all Units will be subject to a disclaimer and limitation substantially similar to the following: THIS UNIT IS BEING SOLD IN ITS “AS-IS” CONDITION, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BY LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
14. Seller by this Agreement does hereby agree to indemnify, hold harmless, exonerate or assume the defense of the Broker or any Buyer for any purpose whatsoever related to the free and clear title of any Units. The Seller shall defend, indemnify and hold harmless the Broker, its commissioners, officials, officers, directors, agents, and employees from any and all claims, demands, suits, actions or proceedings of any kind or nature whatsoever, including Workers’ Compensation claims, in any way resulting from or arising from the services rendered under this Agreement; provided, however, that the Seller need not indemnify or save harmless the Broker, its officers, agents and employees from damages resulting from the sole negligence of the Broker.
15. Governing Law; Disputes. This Agreement shall be governed by the laws of the State of Colorado, without giving effect to the principles of conflicts of law of such state and shall be binding upon the Parties hereto in the United States and worldwide. In the event of any dispute between the Parties under this Agreement, ay claims or legal actions by one party against the other arising under this Agreement or concerning any rights under this Agreement shall be commenced and maintained in any Colorado state court or Colorado federal court as located in Colorado. Both Parties hereby submit to the personal jurisdiction and venue of the Colorado state and/or federal courts.
16. Independent Contractors. Each of the Parties is an independent contractor and has no authority to bind the other, to incur any liability or otherwise act on behalf of the other. Each party shall be solely responsible for all laws and regulations governing its employees, agents and representatives. The Parties hereto specifically agree that each party shall provide its own services as an independent contractor as recognized in C.R.S. §§ 8-40-202(2)(b)(II) and 8-70-115(1)(c), and further agree they DO NOT: (i.) control or provide any direction in the actual performance of the services; (ii.) require either to work exclusively for the other; (iii.) establish any quality standard for either, oversee the actual work or instruct either how the service is to be performed; (iv.) pay either a salary or hourly rate, but only the contract compensation amount agreed; (v.) pay either party personally; (vi.) terminate services unless either violates the terms of this Agreement or fails to provide the service agreed; (vii.) provide any training to either; (viii.) provide tools or benefits to either to perform the services; (ix.) dictate time of performance, except a delivery schedule may be established through a mutually acceptable written agreement; and (x.) combine its business operations in any way with Independent Contractor’s business, but instead both Parties will maintain their own businesses as separate and distinct businesses.
17. Broker may not assign this Agreement, either in whole or in part, nor delegate any performance hereunder, without the express, written consent of the Seller, which consent shall be at the Seller’s sole and absolute discretion. Any assignment without such consent shall be null and void.
18. Compliance With Laws. Broker represents and warrants that it shall comply with all applicable federal, state, and local laws and regulations in performing its duties hereunder and in any of its dealings with respect to the Units. Seller represents and warrants that: (i.) it has full legal title to all Units that it offers for sale under each and every Listing Agreement Form it executes pursuant to this Agreement, free and clear of any liens, encumbrances, or restrictions of any kind that might interfere with or otherwise affect the sale of the Units to a Buyer, and (ii.) Seller will be responsible for complying with all applicable laws with respect to the ownership and storage of the Units up until the point when a Unit is picked up by a Buyer or in the custody of a third-party shipping company or carrier being delivered to a Buyer. Seller may not use Broker if Seller is the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Broker services. Sellers must comply with all U.S. or other export and re-export restrictions that may apply to any Units being resold.
19. Non-Discrimination. In connection with the performance of this Agreement, the Parties agree not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability.
20. Headings and Captions. The headings and captions in this Agreement are inserted for convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope of intent of the provisions to which they appertain. This Agreement shall not be construed more strongly against either party regardless of which party is more responsible for its preparation.
21. Severability, Joint and Several Obligation. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect. This Agreement shall be the joint and several obligations of Seller and all other sellers, sureties, guarantors, and endorsers, and their successors and assigns.
22. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior agreement or communications between the Parties hereto, whether written or oral. This Agreement may be modified only by a written amendment or exhibit expressly referencing this Agreement and signed by authorized representatives of both Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter.
23. Any notice required to be given hereunder shall be deemed to have been given on the fifth (5^th) day following the date on which such notice is deposited in the United States mail, certified mail, return receipt requested, postage prepaid, addressed to Broker at 13009 S Parker Rd, PMB 338, Parker, Colorado 80134, or to such other address as may be designated by the Parties from time to time.
24. No Third-Party Beneficiaries. The enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement, shall be strictly reserved to the Broker and the Seller, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person(s).
25. Advertising and Public Disclosures. The Broker shall not include any reference to this Agreement in any of the Broker’s advertising or public relations materials without first obtaining the written approval of the Seller. Nothing herein, however, shall preclude the transmittal of any information to required legal officials.
26. Force Majeure. No Party shall be liable for failure to perform hereunder if the failure is the result of force majeure. Any time limit shall be extended for the period of any delay resulting from any force majeure, or this Agreement may be terminated if such delay makes performance of the sale(s) impossible or impracticable. Force majeure shall mean causes beyond the reasonable control of a Party such as, but not limited to, weather conditions, acts of God, strikes, work stoppages, unavailability of or delay in receiving labor or materials, faults by contractors, subcontractors, utility companies or third parties, fire or other casualty or actions of government authorities.