Supplier Terms of Service | Downstream Help Center

1. Supplier Information
Legal Business Name:	Dba:
Street:
City:	State:	Postal Code:
Contact Email:	Contact Telephone:

2. Standard Procedures

Introduction.

The "Supplier" listed above desires to market the availability of Supplier Locations on the Downstream Marketplace, as applicable. For purposes of this Agreement, "Supplier Locations" may include: (i) Supplier Locations owned and operated by Supplier or its affiliates, and/or (ii) Supplier Locations owned and operated by franchisees of Supplier or its affiliates. Supplier's use of Downstream Marketplace shall be referred to herein as the "Program". For clarity, the Program will include each product, service, promotion, or program elected by Supplier in Section 3 of the Sign-up sheet, as may be amended.

What we do.

Downstream Systems, Inc. Dba Downstream ("Downstream") owns and operates the Downstream online marketplace platform, in each case, that connects Suppliers and Customers for purchasing of Supplier Products and Services. Downstream provides the Downstream online marketplace (the "Downstream Marketplace") using web-based technology that allows Customers to place orders for products and services by independent contractors ("Supplier"), or for drop-off disposal by Customers at a Supplier’s location. Downstream also provides and online platform using web-based technology that allows Suppliers to receive orders placed through the Downstream Marketplace by Customers, in order to fulfill such orders (the "Supplier App"). The Downstream Marketplace and Downstream Supplier App shall hereinafter be referred to collectively as the "Platform". Downstream Marketplace permits customers to view and search for the product and service offerings of Suppliers and/or place orders for products or services from Suppliers which Suppliers receive through the Supplier App; the Downstream software notifies Suppliers that an opportunity is available; after a Supplier communicates its acceptance of the opportunity, the Downstream software facilitates the Supplier’s completion of the task for the Customer. Downstream is not a supplier, waste hauler, collector, processor, or labor service; it is an online marketing and connection platform.

2. Standard Procedures

What you do.

Supplier fulfills orders placed by Customers through the Platform and manages completion of orders through Scrappers or directly with Customers. Instead of collecting payment at the time of pickup, Supplier will charge the total sales price for each order (including all taxes, fees, and governmental charges) to an account you maintain for orders received through the platform.

Payment Schedule.

On a regular cadence or as otherwise agreed to in writing, Downstream will settle Supplier's house account by paying the Supplier (1) the pre-tax total for all orders for the prior period, plus (2) the total amount of state and local sales, use or similar tax collected by Downstream from Customers on all such Orders (the "Collected Taxes"), less (3) the applicable Referral Fee (which is the Referral Fee that Downstream receives in exchange for promoting and featuring you and your location(s) on the Platform, as further set forth in the Section below), any subscription fees, and any other referral fees or other fees to which the Supplier agrees. Supplier is the "hauler", 'retailer", “service provider” or "broker" responsible for remitting all sales tax and other governmental charges. Supplier is also responsible for setting the price for each item or service to be made available on the Platform. Downstream acknowledges that Supplier is solely responsible for the prices of its listings, which may vary based on factors such as location, time of the year, or competition from other suppliers. Supplier will promptly notify Downstream of changes to the prices of its products or services so Downstream can communicate the most current pricing to customers unless the parties will have an integration that allows such pricing changes to be updated automatically on the Downstream Platform.

Referral fee is calculated as a percentage of the subtotal for each order placed on the Platform.

For the avoidance of doubt, Downstream reserves the right to change the Customer fees, including but not limited to a Delivery Fee, Service Fee, Surcharge Fee, and Small Order Fee where applicable.

3. Downstream Fees and Services
Downstream's Activation fee is equal to $0	varies	varies
Marketplace On-Demand ("On-call") Program Referral Fee	varies	varies
Category	Referral Fee	Referral Fee Minimum
Junk	varies	varies
Dumpster 1 to 8 cubic yards	varies	varies

3. Downstream Fees and Services
Dumpster 9+ cubic yards	Varies	Varies
Other	Varies	Varies
Downstream will apply the Marketplace Referral Fee to all orders placed through Suppliers on the Downstream Marketplace, except otherwise set forth in this Section.	Varies	Varies
Marketplace Recurring Program Referral Fee
Category	Referral Fee	Referral Fee Minimum
Junk	Varies	Varies
Dumpster 1 to 8 cubic yards	Varies	Varies
Dumpster 9+ cubic yards	Varies	Varies
Other	Varies	Varies
Downstream will apply the Marketplace Referral Fee to all orders placed through Suppliers on the Downstream Marketplace, except otherwise set forth in this Section.	Varies	Varies
Marketplace Drop-off Disposal Program Referral Fee
Category	Referral Fee	Referral Fee Minimum
Landfill	Varies	Varies
Transfer Station	Varies	Varies
Scrap yard	Varies	Varies
Recycling Center ("MRF")	Varies	Varies
Other	Varies	Varies

3. Downstream Fees and Services

Downstream's Drop-off Disposal Program is a program that allows Customers to place Orders for Supplier's disposal services through the Downstream Marketplace and drop-off such materials at the Supplier's Location (the "Drop-off Disposal Program"). If eligible to participate in the Drop-off Disposal Program, as determined solely by Downstream, Supplier will: (1) accept all Customer order placed by Downstream that are in general compliance with Supplier's standard operating procedures and operating hours; (ii) use its standard business practices to direct the customer to the proper disposal locations for each Customer order for drop-off at the Supplier Location; and (iii) promptly notify Downstream of any generally applicable changes to the pricing, availability, description, or other characteristics of the Supplier products and services; and (iv) once Downstream enables the ability for Supplier to set different prices for Supplier Products under the drop-off disposal program than the prices of the same Supplier product or service for drop-off (a) at location (b) on any other third party waste ordering or hauling platform. Downstream will apply the Drop-off Disposal Referral Fee set forth above on orders placed by Customers under the Drop-off Disposal Program. Downstream reserves the right to revoke Supplier's eligibility to participate in the Drop-off Disposal Program at any time for any reason with or without notice.

4. Payment Processing

Downstream Payment Partner:

A third-party company called Stripe handles all payment processing - you are agreeing to Stripe's terms of use. By agreeing to this Agreement, Supplier agrees to be bound by the Stripe Connected Account Agreement, which includes the Stripe Services Agreement . The information provided in the previous pages are necessary to establish Supplier's Stripe Connected Account, and it can be updated at anytime.

5. SUPPLIER TERMS OF USE (ARTIRATION AGREEMET AND CLASS ACTION WAVIER)

By signing up or using the Platform, Supplier agrees to Downstream's Supplier Terms of Use ("Supplier Terms"), available at https://help.trydownstream.io/en/articles/7849425-supplier-terms-of-service. PLEASE READ THE TERMS CAREFULLY. Any reference to Supplier herein shall be deemed to include Supplier's affiliates.

BY CREATING A DOWNSTREAM ACCOUNT, YOU AGREE TO ACCEPT AND RECEIVE COMMUNICATIONS FROM DOWNSTREAM, ITS AFFILIATED COMPANIES AND/OR SUPPLIERS, INCLUDING VIA TEXT MESSAGE AND CALLS, TO THE TELEPHONE NUMBER YOU PROVIDED. SUCH COMMUNICATIONS MAY BE GENERATED BY AUTOMATIC TELEPHONE DIALING SYSTEMS WHICH MAY DELIVER PRE-RECORDED MESSAGES, INCLUDING BUT NOT LIMITED TO COMMUNICATIONS CONCERNING ORDERS PLACED THROUGH YOUR ACCOUNT ON THE SERVICES. MESSAGE AND DATA RATES MAY APPLY. IF YOU DO NOT WISH TO RECEIVE SUCH COMMUNICATIONS, YOU MAY OPT OUT OF SUCH COMMUNICATIONS. YOU MAY ALSO OPT-OUT OF RECEIVING TEXT MESSAGES FROM DOWNSTREAM BY REPLYING "STOP" FROM THE MOBILE DEVICE RECEIVING THE MESSAGES.

THE SUPPLIER TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINT EACH OTHER ARE RESOLVED, INCLUDINGG, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, THE DISPUTE RESOLUTION SECTION OF THE SUPPLIER TERMS SET FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLANTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION. PLEASE SEE THE DISPUTE RESOLUTION SECTION FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

The Supplier Terms also contain, among other things, warranty disclaimers, liability limitations, and use limitations. Downstream may revise the Supplier Terms from time to time. The changes will not be retroactive, and the most current version of the Supplier Terms will be at https://help.trydownstream.io/en/articles/7849425-supplier-terms-of-service. We will notify you of material revisions pursuant to the Supplier Terms. By continuing to access or use the Downstream platform after those revisions become effective, you agree to be bound by the revised Supplier Terms.

6. ENTIRE AGREEMENT AND EFFECTIVE DATE
By signing up, Supplier and Downstream are entering a binding agreement, which includes and incorporates this Supplier Sign-up Sheet, the Downstream Supplier Terms of Use (https://help.trydownstream.io/en/articles/7849425-supplier-terms-of-service), and any Addenda agreed to by both Parties (collectively, this "Agreement"). The Agreement shall be considered confidential information of Downstream and Supplier will not disclose this Agreement to any third party. This Agreement is entered into as of the date last set forth below (the "Effective Date") between Downstream Systems, Inc. ("Downstream"), and Supplier. This agreement shall govern any orders Supplier fulfills on the Downstream Platform whether or not signed. Capitalized terms used but not defined in this Sign-up Sheet shall have them meanings ascribed to them in the Supplier Terms.
If Supplier does not have any Eligible Franchisees, this sample section (Exhibit A) does not apply. EXHIBIT A Supplemental Agreement for Franchisees This Supplemental Agreement for Franchisees ("Supplemental Agreement") between Downstream and Franchisee is effective as of the Franchisee Effective Date state below. Any other agreement between Downstream and Franchisee related to the subject matter of the Agreement, or this Supplemental Agreement is hereby terminated as of the Franchisee Effective Date. Downstream and Franchisee agree as follows:
Downstream Systems, Inc. dba Downstream ("Downstream")	Franchisee's Legal Name: DBA Name: ("Franchisee")
Name:	Name:
Title:	Title:
Date:	Date:
Legal Name: Downstream Systems, Inc	Legal Name:
Street: 4800 Dahlia Street	Street:
City: Denver	City:
State: CO	State:
Zip/Postal Code: 80216	Zip/Postal Code:
Legal Notices: [email protected]	Legal Notices:
Franchisee Effective Date:

6. ENTIRE AGREEMENT AND EFFECTIVE DATE

Number of participating Franchisee Locations: See Appendix I

6. ENTIRE AGREEMENT AND EFFECTIVE DATE

Agreement. Franchisee’s franchisor (“Franchisor”) has entered into a master services agreement with Downstream ("Agreement"), which may be attached hereto. The Agreement provides that Franchisee may elect to use certain Downstream Products that Franchisor has enabled in its Agreement, provided that Franchisee executes this Franchisee Agreement. Accordingly, to use such in Downstream Products, Franchisee agrees to be subject to all terms and conditions of this Franchisee Agreement and all terms and conditions of the Agreement, including any Product Addendum, as the same may be amended from time to time by Downstream and Franchisor, which are incorporated into this Franchisee Agreement by reference. For clarity, unless otherwise indicated in this Franchisee Agreement or in the Agreement, all references to “Supplier” in the Agreement include Franchisee. Franchisee acknowledges and agrees that the limits set forth in the Limitation of Liability provision in the Agreement shall apply to Franchisor and all franchisees in the aggregate. All references to “Supplier Locations” shall be deemed references to Franchisee’s physical stores, yards, and processing facilities (“Franchisee Locations”). Any other terms not otherwise defined herein shall have the definitions set forth in the Agreement. Under no circumstances shall anything in this Franchisee Agreement be construed to authorize Franchisee to amend, modify, or adjust the Agreement between Downstream Franchisor.

Eligible Franchisee. If Franchisee ceases to possess the rights as a franchisee of Franchisor, then this Franchisee Agreement will terminate as soon as Downstream is notified of such rights being lost. Either Party may terminate this Franchisee Agreement upon seven (30) days’ prior written notice to the other Party for any reason in its sole discretion. Termination of this Franchisee Agreement will not be considered a breach of this Franchisee Agreement or the Agreement. Nothing in this Franchisee Agreement or the Agreement is intended to prevent Downstream and Franchisee, if it is no longer an Eligible Franchisee, from entering into a new agreement following termination of this Franchisee Agreement.

Supplier of Record. Franchisee is solely responsible and liable to Downstream to pay all Fees, payments, charges, and taxes associated with Downstream Products, in addition to complying with Franchisee’s other obligations under the Agreement and this Franchisee Agreement. Franchisee will be Downstream's supplier of record for sales completed in a Downstream Product provided under this Franchisee Agreement. The Parties acknowledge and agree that any breach of this Franchisee Agreement or the Agreement by Franchisee will not be considered a breach by Franchisor of the Agreement.

Payment Processing Agreements.

a. For payments associated with Downstream Marketplace or app, Downstream uses a payment processing service, Stripe, to remit weekly payments to Franchisee. In order to facilitate this process, Stripe establishes a Supplier Stripe Connected Account on Franchisee's behalf. If franchisee participates in the Downstream Marketplace, Franchisee agrees to be bound by Stripe Connected Account Agreement, which includes the Stripe Services Agreement ("Stripe Agreements"). The information provided below is necessary to establish Franchisee's Stripe Connected Account, and it can be updated at any time.

6. ENTIRE AGREEMENT AND EFFECTIVE DATE
Payment Processing Information: Stripe Connected Account Representative's Name:	Banking Information: Account Number:
Stripe Connected Account Representative's Date of Birth:	Routing number:
Employer ID Number (EIN):
For payments associated with Downstream Dispatch, one of the following mechanisms apply: (i) Franchisee will pay the Fees by credit card or ACH at the time of ordering, or (ii) Downstream will invoice Franchisee on a monthly basis and Franchisee will pay the invoice by the Payment Date (as defined in the Agreement). Franchisee is responsible for the cost of tolls and disposal fees between Franchisee and customer, for which Downstream will invoice Franchisee in accordance with this Supplemental Agreement and the Agreement. Except as expressly set forth in this Supplemental Agreement and the Agreement, each party is responsible for its own costs. For payments associated with Franchisee's participation in Downstream Storefront, (only if Storefront services have been purchased by Franchisee), Downstream will withhold the Storefront Fees from Franchisee as set forth in the Storefront Order Addendum from Franchisee's proceeds via Franchisee's Stripe account. Supplier acknowledges it is required to have a Stripe account for its payments processing services. For payments associated with Downstream Backend Support, Downstream will invoice Franchisee on a monthly basis and Franchisee will pay the invoice by the Payment Date (as defined in the Agreement). Franchisee is responsible for the cost of tolls and disposal fees between Franchisee and customer, for which Downstream will invoice Franchisee in accordance with this Supplemental Agreement and the Agreement. Except as expressly set forth in this Supplemental Agreement and the Agreement, each party is responsible for its own costs. Arbitration. Any dispute, claim or controversy arising out of or relating to this Supplemental 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 arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgement on the resulting award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration agreement explicitly supersedes any and all different or contradictory terms included in this Agreement. Terms and Termination. This Supplemental Agreement shall commence on the Franchisee Effective Date and will expire upon the earlier of: (a) the date of the expiration or termination of the Agreement; or (b) the date this Supplemental Agreement is terminated pursuant to Section 2 above.

6. ENTIRE AGREEMENT AND EFFECTIVE DATE
Notices. Notices under this Supplemental Agreement to each party shall be sent to the respective location and contact set forth above. Entire Agreement. This Supplemental Agreement, including the incorporated Agreement, sets forth the entire agreement between Downstream and Franchisee with respect to subject matter hereof. This Supplemental Agreement supersedes and replaces in its entirety any agreement entered into between Downstream and Franchisee for the Franchisee Locations prior to the Franchisee Effective Date. APPENDIX I PARTICIPATING FRANCHISEE LOCATION(S) The parties agree that franchisee Location(s) listed below are participating in this Supplemental Agreement. Participating Franchisee Location(s) may be added at any time by mutual agreement of the parties, which may be manifested by and exchange of emails. *If there are more than 10 participating Franchisee Locations, please provide a CSV of all the participating Franchisee Locations instead.*
LOCATION #1: DBA NAME: ADDRESS:
LOCATION #2:
DBA NAME:
ADDRESS:
(If different)
ACCOUNT NO:	ROUTING NUMBER:	TAX I.D.:
LOCATION #3:
DBA NAME:
ADDRESS:
(If different)
ACCOUNT NO:	ROUTING NUMBER:	TAX I.D.:
LOCATION #4:
DBA NAME:
ADDRESS:
(If different)
ACCOUNT NO:	ROUTING NUMBER:	TAX I.D.:

6. ENTIRE AGREEMENT AND EFFECTIVE DATE
LOCATION #5:
DBA NAME:
ADDRESS:
(If different)
ACCOUNT NO:	ROUTING NUMBER:	TAX I.D.:
LOCATION #6:
DBA NAME:
ADDRESS:
(If different)
ACCOUNT NO:	ROUTING NUMBER:	TAX I.D.:
LOCATION #7:
DBA NAME:
ADDRESS:
(If different)
ACCOUNT NO:	ROUTING NUMBER:	TAX I.D.:
LOCATION #8:
DBA NAME:
ADDRESS:
(If different)
ACCOUNT NO:	ROUTING NUMBER:	TAX I.D.:
LOCATION #9:
DBA NAME:
ADDRESS:
(If different)
ACCOUNT NO:	ROUTING NUMBER:	TAX I.D.:
LOCATION #10:
DBA NAME:
ADDRESS:
(If different)
ACCOUNT NO:	ROUTING NUMBER:	TAX I.D.:

SUPPLIER TRIAL ADDENDUM

Supplier agrees to sign up for a Supplier Trial Addendum for the service(s) indicated below.

As of the Trial Program Effective Date, the Downstream Trial On-Demand Service Referral fee is 0%. In 30 days from the Trial Program Effective Date, unless the Supplier has terminated this Addendum by delivering a handwritten notice to Downstream, the Downstream On-Demand Service Referral Fee(s) will automatically increase to the rate(s) set forth in section 3 of the Agreement.

Conflicts. In the event of any conflict between this Addendum and the Agreement, this Addendum shall control.

No Other Changes. Expect as specifically set forth herein, there are no other modifications to the Agreement and all obligations outlined in the agreement are in full force and effect.