TERMS OF USE AND SERVICES AGREEMENT

 

NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THE SOFTWARE USER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 1; LIABILITY IN SECTION 2; WARRANTY IN SECTIONS 3 AND 7. USER AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY USER. THIS AGREEMENT IS ENFORCEABLE AGAINST USER AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, USER’S EMPLOYER. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. 

 

This Terms of Use and Services Agreement (the “Agreement”) is a legally binding contract between RecycleGO and You (the “User”), including but not limited to Carter Performance System, Mission Control, Chariot (together “CPS”), and stakeholders that utilizes RecycleGO technology along the supply chain. This Agreement grants User, subject to the terms and conditions herein, a limited, nonexclusive, non-transferable, non-licensable, permission to use the software in conformance with this Agreement. 

 

  1. Definitions

 

The term “MRF” as used in this Agreement shall mean a Materials Recovery Facility.

 

The term “RecycleGO System” as used in this Agreement includes all RecycleGO intellectual property.

 

The term “Processor” as used in this Agreement shall mean any employee or facility that process material.

 

The term “Transfer Station” or “Converter” as used in this Agreement shall mean any facility material is placed temporarily for the purposes of storage or sorting.

 

The term “Stakeholder” as used in this Agreement shall mean any person with an interest in the RecycleGO System whether end user, employee, customer, or Processor.

 

The term “Hauler” as used in this Agreement shall mean any person who transports solid waste materials or recyclables.

 

RecycleGO, Carter Performance System, Chariot, and Mission Control (together “Provider”) provide services (“Service”) to User through our websites and through our mobile apps. By using the Service, User is agreeing to be bound by Agreement. Provider reserves the right to update and change the Agreement from time to time and will provide notice to User by changing the “last updated” date above. All changes are prospective only. It is User’s obligation to be familiar with the most current version of the Agreement. Continued use of the Service after any such changes shall constitute User’s acknowledgment of and consent to such changes. User can review the most current version of the Agreement at any time at https://www.recyclego.com/about-us/Any new features, including the release of new tools and resources, shall be subject to the then-most current Agreement. In the event that User reject the updated Agreement for any reason, User must do so in writing within five days of any such update by writing to User’s sales representative.

 

User represents and warrants that User has the full right and power to enter into and fully perform this agreement in accordance with this Agreement. If User is using the Service on behalf of a company or other legal entity, User represents and warrants that User has the authority to bind that company or other legal entity to this Agreement and, in such event, “User” will refer and apply to that company or other legal entity.

 

  1. Terms
    1. User must be at least 13 years of age to use this Service.
    2. If User is between the ages of 13 and 18 then User must have a parent assist in registering for an account for the Service.
    3. User must be a human. Accounts registered by “bots” or other automated methods are not permitted.
    4. User must provide User’s full legal name, the legal name of User’s business (where applicable), a valid e-mail address, and any other information requested in order to complete the sign-up process. This information will be kept secure. User reserves the right to store and/or remove any personally identifiable information from User’s account and Provider reserves the right to remove User’s account from the Service in the event that the minimum amount of personal information necessary to provide the Service to User is removed.
    5. User is responsible for maintaining the security of User’s password. Provider cannot and will not be liable for any loss or damage from User’s failure to comply with this security obligation. User will be solely responsible and liable for any activity that occurs within User’s account. In the event that User believes that User’s password or account has been compromised or accessed by an individual other than User, User must inform Provider within a reasonable time and in no event more than five days following the compromise. In the event of any dispute between two or more parties about account ownership, User agrees that Provider will be the sole arbiter of such dispute in Provider’s sole discretion and that Provider’s decision is final and binding.
    6. User may create multiple logins for a single account. However, User’s login may only be used by one person. As such, each individual using CPS must have their own email address on file and an account under such email address in order to be granted access to CPS. A single login shared by multiple people is not permitted.
    7. User must not use the Service for any abusive or illegal purposes. User must not violate any laws, rules, or regulations in User’s jurisdiction (including but not limited to copyright laws, using the Service while driving, and data breaches). User expressly agrees and acknowledge that User will not submit information that would be a violation of User’s (or User’s employer’s, as the case may be) policies, including without limitation, any data protection, privacy or security policies, or any data privacy laws, rules, or regulations.
    8. User may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by Provider in connection with the Service. However, User is permitted to make and retain reasonable copies of User’s data for backup purposes but User is not permitted to make and retain copies of Provider’s trademarks, copyrights, or other intellectual property. 
    9. The Service is always evolving and the form and nature of the Service may change from time to time. Provider reserves the right to modify the Service from time to time at any time, including adding or removing features.
    10. Provider reserves the right to access, read, preserve, and disclose any information as Provider reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Agreement, including investigation of potential violations, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect Provider’s rights, property, or safety as well as those of Provider’s Users, customers, and the public. Provider reserves the right to do all of the above-mentioned things without notice to User.
    11. User may not do any of the following while accessing or using the Service: (i) access, tamper with, or use non-public areas of the Service, Provider’s computer systems, or the technical delivery systems of Provider’s providers; (ii) probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security measures; (iii) access or search or attempt to access or search the Service by any means (automated or otherwise) other than through Provider’s currently available, published interfaces; (iv) in any way use the Service to send altered, deceptive, or false information; or (v) otherwise interfere with, or disrupt, (or attempt to do so), the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Service.

In the event User violates any of these terms or misuse the Service in any way, RecycleGO reserves the right to immediately terminate the Agreement. Such decision to terminate the Agreement shall be made in RecycleGO’s sole discretion. In the event User terminates the Agreement.

 

  1. United States Government Usage

 

All RecycleGO products and publications are commercial in nature. The software, publications, and software documentation available on the RecycleGO Websites are “Commercial Items,” as that term is defined in 48 C.F.R.§2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), and used in 48 C.F.R. §12.211, 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable. Pursuant to 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R.§252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-19 and other relevant sections of the Code of Federal Regulations, as applicable, RecycleGO’s publications, commercial computer software and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements that accompany the products and software documentation and the terms and conditions herein.

 

  1. Liability

RecycleGO is not responsible for any action or inaction taken by any hauler, the hauler’s employees, agents, contractors, customers, or similar, whether such action does or does not result in damages to User. RecycleGO is not responsible for any damages that may occur throughout User’s use of the Service. RecycleGO is also not liable for any Environmental damages, Hazardous Waste damages, Medical Waste damages, or damages resulting from otherwise Prohibited Material as defined below:

  1. “Environmental” and “Hazardous Waste” 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, including without limitation the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), and the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 6901 et seq.).

 

  1. “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 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.

 

  1. “Prohibited Material” means: (a) any Special Waste not expressly approved in writing by RecycleGO, and (b) any materials or substances that are hazardous, toxic, explosive, flammable, radioactive, infectious, or which cannot lawfully be disposed of in a “Subtitle D” landfill, including without limitation,  (i) any material considered a “hazardous waste” under the Resource Conservation And Recovery Act (42 U.S.C. § 6901 et seq.), (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 materials contaminated by, mixed with or containing Prohibited Materials.

 

  1. “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.

 

  1. “Special Waste” means used tires, construction and demolition (C&D) materials, and materials recognized as “universal waste” or as “special waste” under Environmental laws.

 

  1. “Waste Material” means non-hazardous solid waste and Recyclable Materials, provided further, however, such term specifically excludes Prohibited Materials.

 

  1. Disclaimer

All of Provider’s services are provided for on an “as is” basis and Provider expressly disclaims warranties of any kind, express or implied, including without limitation any warranty of accuracy, merchantability, fitness for a particular purpose, or non-infringement. RecycleGO does not make any guarantees or warranties, including the Services provided by third-party vendors.

 

  1. Indemnity

Notwithstanding anything to the contrary in this Agreement, User shall defend, indemnify, release and hold harmless RecycleGO and RecycleGO’s employees, agents, representatives, current or future parent, subsidiaries, and commonly owned affiliates from and against any and all liabilities arising from or relating to: (a) a breach of this Agreement by User or User’s employees, subcontractors, or suppliers, including without limitation any breach or inaccuracy of any representation, covenant, or warranty contained herein; (b) Prohibited Materials of or concerning User; (c) any violation by User or User’s employees, subcontractors, or suppliers of (or liability under) any Environmental Laws or any other governmental laws, rules, ordinances, or regulations; or (d) any bodily injury (including death) or damage to real property or tangible personal property arising out of any negligence or willful misconduct of User or User’s employees, subcontractors, or suppliers.  User’s indemnity of RecycleGO shall survive the termination or expiration of this Agreement.

 

  1. Intellectual Property

 

To the extent that RecycleGO, Carter Performance System, Mission Control, and/or Chariot provides for the download of proprietary RecycleGO software or open source software from RecycleGO’s Websites (“Software”), such Software is protected by applicable copyright, patent, or other intellectual property rights of either RecycleGOor the third-party licensor. Any use of the Software is subject to the terms of the applicable end-user or open source license agreement. RecycleGO reserves all rights to its trademarks, service marks and logos, which together with the trademarks, service marks and logos of subsidiaries of RecycleGO will be collectively referred to as the “RecycleGO Marks”.

RecycleGO retains all rights (including “Intellectual Property Rights,” as defined below), title and interest in the Service and all underlying technology and data, including any enhancements and improvements thereto. User will not allow, and will not allow others, via manual or automated means (including the use of any robot, spider or other automated process), to reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of the Service or delete or alter author attributes or copyright notices. User shall use the RecycleGO system solely for their own use and shall not allow others to use the RecycleGO system under or through User’s login ID/email and password. Further, User shall not use the Service in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.

“Intellectual Property Rights” means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including, without limitation, (a) all rights associated with works of authorship, including copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued or acquired.

Except where otherwise specified, the contents of the RecycleGO Websites are subject to copyright. Copyright © 2020 RecycleGO. All rights reserved.

The contents of the RecycleGO Websites are protected by copyright and intellectual property laws in the United States and other countries as well as by international treaties. User may not copy or distribute any portion of the RecycleGO Websites, except as necessary to view the RecycleGOWebsites.

Any unauthorized use of any of the Intellectual Property Rights may result in civil and criminal penalties as appropriate under the applicable law.

RecycleGO does not object to the use of the RecycleGO Marks (other than logos) to refer specifically to the products of RecycleGO.  However, a purely referential use or nominative fair use of the RecycleGO Marks must be in plain text.  Qualified legal counsel should be consulted in order to distinguish a referential use from an infringing use.

  1. Anti-Piracy/License Compliance

 

RecycleGO protects its technology vigilantly and permits others to use it by virtue of license agreements.  The use or distribution of RecycleGO software without permission from RecycleGO is software piracy.  RecycleGO distributes and sells its product through a channel network of distributors and resellers worldwide.  RecycleGO does not distribute or sell its product through unauthorized channels such as auctions, peer-to-peer networking, or through illegal download sites offering key or serial number generators.  If User is contemplating or has obtained RecycleGO software through one of these avenues, User will likely find itself with pirated software.  Please contact RecycleGO here for assistance with User’s own or another’s unauthorized use of RecycleGO software.

 

  1. Third-Party Services and Software

 

The Service may be made available or accessed in connection with third party services and content (including, but not necessarily limited to advertising, navigation, and support) that RecycleGO and CPS do not control. User acknowledges that different terms of use and privacy policies may apply to User’s use of any such third-party services and content. RecycleGO and CPS do not endorse any such third-party services or content and in no event shall RecycleGO nor CPS be responsible or liable for any products or services of third-party providers, including any independent hauler identified by RecycleGO Systems. 

 

  1. No Warranties or Representations

User understands and agrees that the Service is provided “AS IS” and “AS AVAILABLE” and Provider expressly disclaims warranties of any kind, express or implied, including without limitation any warranty of accuracy, merchantability, fitness for a particular purpose, or non-infringement. Provider makes no warranty or representation and disclaim all liability regarding the results that may be obtained from the use of the Service, the correctness or completeness of the data, the security, reliability or availability of the Service, or that the Service will meet any User’s requirements. Provider has no liability for any loss, damage, or misappropriation of User’s information, documents, or files. Use of the Service is at User’s sole risk. Even though Provider uses secure third-party vendors and hosting partners (as detailed in Provider’s Privacy Policy) to provide the necessary hardware, software, networking, storage, and related technology required to run the Service, User understands and agrees that User will be solely responsible for any damage to User (including loss of data) resulting from the use of the Service. The entire risk arising out of use, security, or performance of the Service remains with User. Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls.

The above disclaimer applies to any damages, liability, or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction of or unauthorized access to, alteration of, or use the Service, whether for breach of contract, tort, negligence or any other cause of action.

  1. Limitation of Liability and Data Loss

In no event shall Provider be liable for any direct, indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data, or data use, incurred by you or any third-party, whether in an action in contract or tort, arising from your access to, or use of, the Service or any content provided on or through the Service.

  1. Services

RecycleGO provides application and desktop software to be used in harmony that supports haulers and dispatch to operate their business. User acknowledges RecycleGO itself is not a Hauler and does not own or operate hauling trucks, nor own any landfills. Containers and trucks are owned and operated by Users of RecycleGO’s technology and assumes no liability for the actions taken by User in this agreement.

RecycleGO is not, and does not hold itself out as a facility, MRF, Processor, or Transfer Station. RecycleGO has no responsibility or liability for materials whether being transported, stored, or processed at any time.

  1. Termination

User may terminate this agreement at any time. RecycleGO reserves the right to apply fees for early termination. Termination must be made in writing and submitted to User’s RecycleGO sales representative. Upon termination, User will cease all use of the Service and delete all copies from mobile devices and/or return rented devices to RecycleGO. RecycleGO may terminate this agreement for any breach of any part of this contract agreement.

  1. Refunds

In the event that RecycleGO cannot provide Service to a customer, for any reason, RecycleGO may, upon RecycleGO’s discretion, choose to reimburse customer the full amount for the Service that was not provided as customer’s sole remedy. Such refunds may take up to 30 days to process. In the event RecycleGO chooses to reimburse customer, customer shall no further remedy in law or equity. 

  1. Choice of Law and Venue

 

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to its principles of conflicts of laws, and the Parties agree to submit to the exclusive jurisdiction of the courts of the State of New York. In the event that User does file a lawsuit against Provider, User is responsible for User’s own attorneys’ fees and costs.

  1. Construction

Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit, or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no of strict construction shall be applied against any Party.

  1. Survival or Representations, Warranties, and Agreements

All representations, warranties, and agreements contained herein shall survive the consummation of the transactions contemplated herein and the termination of this Agreement.

  1. Waiver

Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this Agreement shall not operate or be construed as a waiver thereof.

  1. Severability

In case any provision in this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, the Agreement shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability without affecting the validity, legality, and enforceability of the remaining provisions; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

  1. Entire Agreement

This Agreement and the Operating Agreement embody the complete agreement and understanding among the Parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements, or representations by or among the Parties, written or oral, which may have related to the subject matter hereof in any way.

  1. Gender and Plurals

Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine, or non-binary forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

  1. Headings

 

The paragraph headings have been inserted for the purposes of convenience and shall not be used for interpretive reasons.

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