UPDATED AS OF JANUARY 1, 2024

PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY BEFORE PROCEEDING. PLACING AN ORDER FOR SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. THIS IS A LEGALLY BINDING AGREEMENT.

ALL E-WASTE SERVICES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.

In consideration of the covenants and undertakings of the parties hereto and other good and valuable consideration, the receipt of which being hereby acknowledged, the parties hereto agree to the following:

  1. Services. Upon the terms and subject to the conditions set forth in this Agreement, Customer hereby engages ERI as an independent contractor to render electronic recycling services with respect to the electronic material set forth in the applicable Statement of Work or Word Order.
    1. ERI shall dismantle, shred, physically destroy, and/or recycle all e-Waste collected by Customer and provided to ERI using standard methods approved in the industry and shall fully comply with all applicable laws, rules, regulations, certificates, standards, orders and ordinances.
    2. ERI shall inspect the shipment and delivery receipt upon acceptance of each load to ensure that the receipt and shipment documentation accurately reflect the composition of materials in each load. ERI shall inspect all packages and skids-pallets, when applicable, to confirm that the correct e-Waste have been received. ERI shall advise Customer of any discrepancies.
    3. ERI may visually and manually screen each load for hazardous components. ERI shall not be required to accept any of the following materials for processing: liquids, chemicals, oils, radioactive devices, or biological or infectious waste. ERI shall not be required to accept for processing: batteries, fluorescent bulbs, and/or dry powder substances and to the extent any hazardous components or unauthorized waste are sent by Customer to ERI, ERI may, in its sole discretion, return such items to Customer for proper disposal or ERI may dispose of such material and invoice Customer for the actual costs of disposal and handling.
    4. ERI shall have the right to sell into global markets any commodities generated from recycling e-Waste so long as permitted under applicable laws. These markets include, but are not limited to, North America, Europe, South America, and Asia. Any such sale by ERI shall conform to the export control laws and regulations of the United States.
  2. Term and Termination. The initial term of this Agreement shall be one (1) year from the Effective Date, unless earlier terminated as set forth in this Section (“Initial Term”). The Agreement will automatically renew for consecutive one (1) year terms (“Subsequent Term”) upon the expiration of the Initial Term unless (i) a written notice of non-renewal is given by either Party to the other Party at least thirty (30) calendar days prior to the expiration of the term then in effect or (ii) the Agreement is otherwise terminated by either Party with or without cause upon thirty (30) days’ prior written notice to the other Party.
  3. Payment. In the event of a dispute with respect to an invoice, Customer shall provide written notice of such dispute to ERI, together with any undisputed amounts owed, on or before the due date for such payments. Customer and ERI shall resolve any disputed amount within 7-days of such written notice. If ERI does not receive written notice regarding a disputed invoice, such invoice shall be deemed approved. If ERI does not receive payment in full on any undisputed invoice, Customer shall be subject to late charges of 1.5% interest per month on any late balance owed.
  4. Transfer.
    1. Customer represents and warrants to ERI that Customer holds good and marketable title to material being sent to ERI for processing free and clear of liens, security interests and any other encumbrances preventing such material from being transferred to ERI.
    2. Risk of physical loss or damage to Customer material will transfer to ERI upon ERI taking physical custody/control of the material and the contents are verified by ERI. If the Customer is shipping any media containing sensitive personal information (such as personal, financial or health information), Customer shall retain copies of any important data it wishes to maintain and also secure any data on the media through encryption or other technological means prior to sending to ERI. ERI shall not be held liable or responsible for Customer’s data being irretrievable after being processed and destroyed by ERI per the terms of this Agreement . For clarification purposes, if data bearing material contains information that is valuable to Customer and Customer fails to retain a copy for its records, ERI shall not be held liable for destroying such data and recycling the material per the terms of this Agreement.
    3. Customer’s itemized inventory list or description of contents submitted to ERI shall be considered for reference purposes only and is not to be considered a complete inventory or Asset list unless agreed upon in writing by ERI upon receipt and confirmation of inventory. For the avoidance of doubt, ERI shall not accept nor accept title to Non-Conforming Material/Equipment.
  5. ERI Materials. All right, title and interest in and to any materials provided by ERI to Customer, including, but not limited to, text, photos, graphics, designs, reports, manuals, documents, requests for information/quotation/proposal, specifications, hardware, software, equipment and other technology, other materials of any kind and nature, and any trademarks, service marks, and/or trade logos (the “ERI Materials”) are and shall remain the sole property of ERI. All ERI Materials shall be returned or destroyed upon the earlier of (a) ERI’s request and/or (b) completion or termination of the applicable Statement of Work. Customer shall maintain such materials in good condition. To the extent tradeable credits (e.g., plastic, carbon) are generated or made available from ERI’s recycling efforts, such credits shall be exclusively owned by ERI given the substantial investment made by ERI in its proprietary processing, recycling equipment, collection efforts, and downstream partner networks. Except as provided in this Agreement, or as ERI may otherwise expressly agree in advance in writing, Customer will not use, sell, transfer, publish, disclose, discuss, display or otherwise make available to others all or any part of ERI Materials or environmental credits. ERI grants Customer a non-exclusive, non-transferable, limited license, solely during the Term, to use ERI Materials as may be necessary pursuant to this Agreement.
  6. Governing Law/Binding Dispute Resolution. The Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state. The Parties shall submit all disputes, claims or demands of any kind relating to or arising out of this Agreement (“Controversy”) to a three-step dispute resolution process. The three-step process shall (i) begin with informal negotiation conducted in good faith; (ii) be followed, if necessary, by mediation in a mutually agreeable location, not to be unreasonably withheld, initiated by a written demand of one Party served on the other, and if the mediator determines that the Controversy cannot be resolved by mediation or if either Party shall make a written demand therefor, then; (iii) the Controversy shall be submitted to binding arbitration in a mutually agreeable location, not to be unreasonably withheld, conducted by a neutral arbitrator, in accordance with the rules and regulations of the American Arbitration Association. The arbitration award shall include attorney’s fees and costs pursuant to this Agreement, and any damages or remedies otherwise available under applicable law, shall be supported by written conclusions of law and fact. Application may be had by any Party to any court of general jurisdiction for entry of judgment based on the arbitration award. The foregoing notwithstanding, either Party may maintain, for the purpose of obtaining a provisional remedy or provisional relief, any underlying action or claim on which such affirmative relief may be based.
  7. Indemnification. Each party agrees to indemnify, save harmless, and defend the other, its affiliates, officers, directors, shareholders, employees and agents (each an “indemnitee”) from and against any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense, settlement, and reasonable attorney’s fees), which an indemnitee may hereafter incur, become responsible for, or pay out as a result of death or bodily injuries to any person, destruction or damage to any personal property, or any violation of governmental laws, regulations, or order to the extent caused by the other’s breach of this Agreement or by any negligent act, negligent omission or willful misconduct of the other, its agents, employees or subcontractors in the performance of this Agreement. The obligations described in this paragraph shall survive termination/expiration of this Agreement. To the extent permitted by law, ERI’s indemnification obligations shall be capped at the greater of (i) the amounts actually paid out by ERI’s insurance carriers or (ii) the contract sum paid to ERI pursuant to this Agreement.
  8. Limitation of Remedies, Liability and Damages. NEITHER CUSTOMER NOR ERI SHALL BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES OR COSTS INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF GOODWILL, RESULTING FROM ANY CLAIM OR CAUSE OF ACTION BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF EITHER OR BOTH OF THEM HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. TO THE EXTENT PERMITTED BY LAW, ERI’S LIABILITY SHALL LIMITED TO THE GREATER OF (1) THE CONTRACT SUM PAID TO ERI PURSUANT TO THIS AGREEMENT OR (2) ERI’S INSURANCE COVERAGES.
  9. Confidentiality. Each party shall hold confidential all confidential and trade secret information relating to the business of the other party and its affiliated and subsidiary companies disclosed to it by reason of this Agreement, including the terms of this Agreement, and will not disclose any of such information to any person or entity unless legally compelled to do so. Provided, however, that to the extent that a party may become so legally compelled, such party may only disclose the information if such party shall first afford the other party the opportunity to obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be disclosed.
  10. Force Majeure. If ERI is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, lockout or other labor trouble, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority, riot, war, rebellion or other causes beyond the reasonable control of ERI, or other acts of God, then upon written notice to Customer, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and ERI shall have no liability to Customer in connection therewith. ERI shall use reasonable efforts to remove the disability within thirty (30) calendar days of giving notice.
  11. ERI Insurance Policies. ERI has the following policies in place:
    1. Travelers Insurance Company- AM Best Rated A+ 15
      1. Commercial General Liability- $1,000,000 per occurrence/ $2,000,000 aggregate
      2. Commercial Auto Insurance- $1,000,000 Combined Single Limit
      3. Workers Compensation- All States, Statutory Limits
      4. Commercial Excess Liability- Limits available upon request
    2. Endurance American Specialty Insurance Company- AM Best Rated A15
      1. Environmental Impairment Liability Policy (Pollution) Limits available upon request
    3. National Union Fire Insurance Company of Pittsburgh (AIG)- AM Best Rated A15
      1. Specialty Risk Protector Policy Including- Limits available upon request
        1. Specialty Professional Liability
        2. Media Content
        3. Security and Privacy Liability
        4. Regulatory Action
        5. Cyber Extortion
  12. Bankruptcy or Insolvency. If Customer (i) becomes insolvent, or makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due; (ii) generally is not paying its debts as such debts become due; (iii) has a receiver, trustee or custodian appointed for, or take possession of, all or substantially all of the assets of such party either in a proceeding brought by such party or in a proceeding brought against such party and such appointment is not discharged or such possession is not terminated within thirty (30) days after the effective date thereof or such party consents to or acquiesces in such appointment or possession; (iv) files a petition for relief under the United States Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar laws (all of the foregoing hereinafter collectively called “Applicable Bankruptcy Law”) or an involuntary petition for relief is filed against such party under any Applicable Bankruptcy Law and such involuntary petition is not dismissed within thirty (30) days after the filing thereof, or an order for relief naming such party is entered under any Applicable Bankruptcy Law, or any composition, rearrangement, extension, reorganization or other relief of debtors now or hereafter existing is requested or consented to by such party; (v) fails to have discharged within a period of thirty (30) days any attachment, sequestration or similar writ levied upon any property of such party; or (vi) fails to pay within thirty (30) days any final money judgment against such party, ERI shall have the ability to immediately terminate for cause this Agreement and any outstanding Statement of Work or other agreement without any consequences or penalty to ERI.
  13. Nondisparagement. During and after the Term of this Agreement, neither party will make, or cause to be made, any statement or disclosure, whether direct or indirect, express or implied, oral or written, to any person, including without limitation any member of the press or public, if such statement is intended or will have the effect of disparaging, ridiculing or defaming the other party, any of its affiliated entities, past or present officers, directors, or employees, or products and services offered or owned by such other party.
  14. Notices. Unless otherwise indicated herein, all notices, requests, demands or other communications to Customer and ERI shall be deemed to have been given or made immediately if by either facsimile or email, or when deposited in the mail, via registered or certified mail, return receipt requested, postage prepaid, or when delivered to an overnight delivery service.
  15. Miscellaneous. (a) Assignment; Successors and Assigns. This Agreement is not assignable by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. A transfer by a party of substantially all of its assets to another entity (whether in one transaction or a series of transactions), or the merger or consolidation of a party with another entity, or the transfer of a controlling ownership interest of such party, will be deemed to constitute an assignment of this Agreement. (b) Waiver. No delay or omission in the exercise of any right or remedy hereunder shall impair such right or remedy or be construed to be a waiver of or acquiescence in any default. (c) Counterparts. This Agreement may be executed in counterparts; each of which will be deemed to be an original, but all of which together will be deemed to be one and the same instrument. This Agreement may also be executed by exchange of facsimile transmissions between the parties. (d) Entire Agreement; Modifications. This Agreement and all attachments hereto contain the entire agreement and understanding between the parties and supersede any prior agreements, understandings, or discussions between the parties. It may not hereafter be added to, altered or modified except by written instrument signed by both parties.