Terms & Conditions

TERMS OF USE APPLICABLE TO ALL VISITORS AND USERS

BEFORE YOU USE THIS WEBSITE (THE “SITE”), OWNED AND OPERATED BY RECYCLE MATCH, INC., YOU MUST READ AND ACCEPT ALL TERMS IN, AND LINKED TO THIS AGREEMENT, INCLUDING THE RECYCLEMATCH PRIVACY POLICY. BY USING THIS SITE, YOU INDICATE YOUR BINDING AGREEMENT TO COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD EXIT THIS SITE IMMEDIATELY.

RecycleMatch, Inc. ("RecycleMatch", “company,” "we", "us" or "our") requires that all visitors and users (“you,” or “user”) of the Site adhere to the following terms and conditions of use and associated linked and referenced terms and policies (the "Terms"). By accessing the Site and any of its pages, you indicate that you have read, understood and accepted these Terms without limitation or qualification. We may revise the Terms at any time by updating this posting, so you should review the Terms each time you use the Site. Your continued use of the Site after any change in these Terms constitutes your agreement to be bound by such changes. RecycleMatch may terminate, suspend, change or restrict access to this Site, or any part of it, without notice or liability.

These Terms are effective January 31, 2011.

A. RecycleMatch is Only a Venue

The Site acts as a venue which allows users to offer, sell, bid, purchase or receive legally-allowable materials (“materials”) at any time, from anywhere, in a variety of price formats. This Site is a venue for owners and providers (“sellers”) of materials and purchasers, potential purchasers, bidders, or receivers (“buyers”) of such materials to exchange Information and to facilitate an electronic marketplace for such materials. We do not review user listings for accuracy, we never possess the items or materials offered through the Site and we are not involved in transactions between users. As a result, we have no control over the quality, safety or legality of the items listed, the truth or accuracy of the listings, the ability of users to sell items or the ability of users to pay for items. Do not assume that the offer, sale, purchase, export or import of any item is valid and legal simply because it is listed on the Site. We are not responsible for ensuring that users actually complete a transaction. You accept sole responsibility for the legality of your actions under laws applying to you.

B. Eligibility, Compliance and Participation

By using this Site, you represent that you are eighteen (18) years of age or older, and authorized and able to form a legally binding contract with regard to the materials listed or offered on the Site. By using this Site you assume full legal responsibility for the content (“content”) and materials listed or offered, as well as any communications you make in connection therewith. By submitting any content and information through use of this Site, including but not limited to registration, bidding, or listing, the user represents and warrants that all such content and information is true and accurate and in compliance with all applicable international, federal, state and local laws.

RecycleMatch is not responsible for the determination of what may constitute hazardous waste or create a hazardous situation. It is the legal responsibility for each user to determine if a listed material is hazardous waste or hazardous material. RecycleMatch will not make judgments with respect to any legal requirements, including but not limited to the storage, transportation, treatment, or disposal of what may be defined as hazardous substance. Hazardous wastes must be managed in accordance with all relevant waste regulations and laws. If you are not already familiar with how your byproducts or materials are categorized, we recommend reviewing the EPA regulatory language and consulting with state and/or local environmental agencies.

RecycleMatch may refuse the use of the Site to anyone or any entity at any time, in its sole discretion.

C. Registration, User ID and Password.

All users must register with RecycleMatch. If your registration application is approved, RecycleMatch will notify you and your user ID and password will be activated. You may only use each user ID and password individually or on behalf of the business you represent, as indicated on the applicable registration application. You will be responsible for the confidentiality and use of your user ID and password, and you will be held solely responsible for all communications made through the Site using your user ID and password. You must immediately notify RecycleMatch if you become aware of any loss or theft of your password or any unauthorized use of your password, user ID, or of the Site. RecycleMatch reserves the right to modify your user ID and/or password at any time and from time to time for security or other purposes it deems necessary or appropriate.

At the sole discretion of RecycleMatch, International Registrants may be asked to complete a separate International Registration Form, which may vary depending upon the jurisdiction in which you are located. Approval is contingent upon a credit check, as well as contact and other requested information verification as set out on the applicable International Registration Form. RecycleMatch may also require all buyers from outside the United States, to wire a US$2,000 deposit to be held in an escrow account prior to receiving bidding privileges. These funds will remain on deposit with RecycleMatch as long as you wish to retain bidding privileges. A Buyer may request the return of their deposit from RecycleMatch at any time, to be returned less any wire transaction fees. In addition, all international transactions are subject to applicable trade regulations and embargos including, but not limited to, those administered by the U.S. Departments of Commerce, Treasury and Homeland Security. By registering, you consent to have RecycleMatch send you faxes, e-mail messages, brochures, and other advertisements.

D. Fees and Listing Terms

Sellers agree to the following fees and terms:

1. There are no costs or fees to post a listing to the Site.

2. The Seller reserves the right to accept, reject, or ignore any bid and is not obligated to sell any materials listed.

3. Upon a match or transaction being completed for listings of material that are diverted from a landfill and given to a buyer at no cost, RecycleMatch shall receive the greater of a fee of $5 per ton for a period of no more than one (1) year or a $250 minimum fee. RecycleMatch’s fee shall be payable within fifteen (15) days from the date of the match or transaction and RecycleMatch will invoice the Seller for each month’s fees in advance.

4. Upon a match or transaction being completed for listings of material that are sold, RecycleMatch shall receive a fee of 5% commission for a period of no more than one (1) year or a $250 minimum fee. RecycleMatch shall remit the Final Sale Price less any commission or fees as set forth in the terms of use and according to the Escrow process set forth in the terms of use.

5. All fees are non-refundable.

No Price Manipulation. You may not manipulate the price of listed materials by any means, including but not limited to using secondary accounts, colluding with third parties or bidding on your own materials. You may not use an alias to place bids on any material you are selling, either directly or indirectly, for any reason. If you fail to comply with this restriction, in addition to any other rights or remedies RecycleMatch may have, RecycleMatch may withdraw the material from the Site and you will be barred from future use of the Site. With regard to current or past listings, users may not, under any circumstances, avoid or attempt to avoid any fees or potential fees owed to RecycleMatch, by circumventing use of this Site to complete a transaction. This would include, for example, attempting to contact a buyer or seller outside of this Site to complete, consummate, or finalize a transaction. Subject to these restrictions and in limited circumstances, users may agree to provide necessary contact information to each other through this Site in order to provide a sample of the listed materials prior to the seller’s acceptance of a bid.

E. Seller Warranties

Seller warrants and represents as follows: Seller has sole ownership of the materials; the material is free and clear of all liens or encumbrances of any kind; seller has authority to enter into these Terms for the purposes stated; performance of these Terms by seller will not violate the terms of any contract to which seller is a party; seller has no knowledge of and there are no claims, demands, notices, suits or other damages or claims or threats of damage by or from any person, entity or governmental agency with respect to environmental matters relating to the material.

F. Bids and Buyers

All bids are governed by the Terms and any additional Terms included on the Site in the listing terms for the applicable listings. Unless explicitly stated otherwise, all bids are exclusive of all applicable taxes, Customs duties and registration fees, shipping, rigging, or other preparation and transportation costs, insurance and escrow fees (if any), Transaction Fees, all of which shall be the sole and complete responsibility of buyer unless otherwise agreed. Unless otherwise stated, all bids must be submitted in U.S. Dollars.

The RecycleMatch Site uses a Sealed Bid system. Buyers can submit bids for listed items prior to the set ending time for the listing. Bidders are provided their rank position for the listing and may enter subsequent bids that are higher than their current high bid. Bid amounts are not disclosed to other bidders. All bids are binding and cannot be retracted.

Once the seller selects a winning bid (which may or may not be the highest bid), the RecycleMatch Site will generate an invoice to the buyer. This invoice contains payment instructions, including information about the secure payment account reserved for that particular transaction. Upon receipt of the invoice, the buyer shall have seven (7) calendar days within which to fund the account via wire transfer.

Without limiting the foregoing, the winning buyers shall be held liable for any expenses, legal fees, court costs, and other damages incurred by RecycleMatch in connection with the collection of such obligations which are not paid within seven (7) calendar days of the date the bid or offer is accepted. If a Buyer does not fund a transaction within seven (7) calendar days of the date of bid or offer acceptance, a late payment charge of two (2) percent of the sale price for each transaction will be applied, and payment will be due on demand. If a buyer does not fund a transaction and any applicable late fees within fourteen (14) calendar days of the date the bid or offer was accepted, the Buyer forfeits all rights to the materials. Without limiting other claims, damages or other remedies available to RecycleMatch, upon being selected as the winning bidder and failing to complete the transaction in the required time for any reason, the winning buyer agrees to pay a liquidated damage in the amount of ten (10) percent of the winning bid or offer price for each unpaid listing.

All materials are sold ‘AS IS, WHERE IS, WITH ALL FAULTS’ without warranty or guarantee either written, stated or implied. There are no warranties or guarantees as to grade, condition, or performance. Buyer in no way holds RecycleMatch responsible for any defects, inaccuracies or errors in any way, and releases RecycleMatch from any claims in respect of alleged defects, inaccuracies or errors.

From time to time, we may offer promotions and discounts to users.

G. Escrow

After selection of the winning bid, the winning bidder is required to pay the agreed purchase price via wire transfer to the Company. In this case, RecycleMatch will act as Escrow Agent to hold such funds in escrow (the "Escrow Funds") in a separate and segregated bank account used for the Escrow Funds and each transaction will be segregated and tracked by separate listing numbers (“Escrow Services”). RecycleMatch does not have control of, or liability for, the materials that are paid for with the Escrow. We do not guarantee the identity of any user or ensure that a buyer or a seller will complete a transaction. RecycleMatch merely provides Escrow Services and does not assume any responsibility for the underlying transaction between the buyer and seller.

With respect to the Escrow Funds and the Company's duties as Escrow Agent to buyer and seller, you agree as follows:

1. The Company is not a principal or participant of the underlying transaction between buyer and seller. The Company may rely on any written instrument or e-mail communication reasonably believed by it to be genuine and to have been signed, electronically or otherwise, or sent by you or your officers, representatives or agents.

2. There are no fees or charges for this service.

3. Should any dispute arise between the buyer and seller with respect to the Escrow Funds, the Company shall have the right to (i) refrain from taking any action other than to retain custody of the Escrow Funds until it shall have received joint written instructions signed by each of buyer and seller, or a final order, judgment or decree from a court of competent jurisdiction, or (ii) institute a bill of interpleader in any court of competent jurisdiction to determine the rights of the parties. If buyer and seller agree to resolve their dispute over the Escrow Funds through binding arbitration, the Company shall have the additional right to act on the instructions of the appointed arbitrator(s). Should such actions be necessary, or should the Company become involved in litigation or other proceedings of any nature on account of the Escrow Funds solely because it holds the Escrow Funds as Escrow Agent, you agree to pay the Company, in addition to any commissions hereunder, the reasonable attorney's fees incurred by the Company and any other costs and expenses resulting from such actions, all of which may be deducted from the Escrow Funds prior to their disbursement by the Company. RecycleMatch does not assist in dispute resolution.

4. When the transaction is completed RecycleMatch will forward the net proceeds to the seller. "Net Proceeds" is the total price paid less RecycleMatch's fees, any agreed fees for other services, and any applicable taxes payable on our services.

The Escrow process works as follows:

1. Buyer will receive an invoice from RecycleMatch for the amount of the transaction. For ongoing streams, buyer will receive an invoice on a per shipment basis (weekly or monthly).

2. Buyer wire transfers the funds to RecycleMatch. RecycleMatch will act as Escrow Agent to hold such funds in escrow in a separate and segregated bank account used for the Escrow Funds.

3. Upon receipt of the Escrow Funds, RecycleMatch will introduce the seller and buyer via email and make commercially reasonable efforts to arrange the materials to be released to the buyer.

4. Upon verification of the release and shipment of the materials via Bill of Lading and other proof as needed, which may include weight certificates, photos, or other items, RecycleMatch will release fifty percent (50%) of the escrowed funds to the seller with seven (7) days of verification of shipment.

5. Buyer shall notify seller of confirmation of the receipt of the materials as well as any issues within three business days of receipt of the materials.

6. Upon the earlier of, either the buyer receiving the materials, or within forty-five (45) calendar days of the shipping date on the Bill of Lading, RecycleMatch will release the remaining funds less any adjustments as agreed upon by the buyer and seller. RecycleMatch must be notified of adjustments in writing.

7. Standard weight variation on all shipments is two percent (2%). No debits, credits or adjustments shall be issued on any shipment materials when the weight variation is two percent (2%) or less. In the event that a discrepancy exceeds those mentioned above as allowable, the buyer and seller shall exchange copies of certified weights. Seller’s weights will govern the basis of adjustments if needed.

H. Taxes

In any transaction on this Site, buyer and seller are responsible for determining whether sales, use, VAT, GST, transfer, ad valorem or other similar taxes of any taxing authority apply to the transaction and to collect, report and remit the correct tax to the appropriate tax authority. We are not obligated to determine whether any such taxes apply and we are not responsible for collecting, remitting or reporting any such taxes arising from any transaction.

I. Ratings

The RecycleMatch rating is a grade based on a proprietary formula that uses information known to RecycleMatch and incorporates RecycleMatch experience with the user and business. The formula evaluates numerous categories of information, and reflects RecycleMatch weightings as to the relative importance of each category. This rating represents RecycleMatch's degree of confidence in the user and business in operating in a trustworthy and credible manner. The formula can include, but is not limited to, time in business, type of business, user feedback, survey ratings, payment history, delivery history, listing accuracy, background information, and other information. RecycleMatch collects the rating information from various sources including surveys.

J. Confidentiality and Our Privacy Practices

RecycleMatch’s objective is to provide an anonymous online marketplace for users to offer and bid on recyclable materials. Thus, the protection of your privacy and confidential information is very important to us. In order to understand our protection measures and privacy practices, please review our Privacy Policy.

K. Electronic Communications and Messaging

When you visit the Site or send e-mails to us, you are communicating with us electronically and consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications must be in writing. We have no responsibility for the content of any messages communicated by users of this Site, or for the content of information of third parties on the Internet, even if accessed through the Site. When you use this Site to communicate with other users, you, or others on your behalf or in your name, will be responsible for the content of such communications. However, we retain the right, which we may or may not exercise in our sole discretion, to monitor, review, edit, modify, remove or delete any information in such communications that we deem to be false, deceptive, illegal, offensive, or found to be otherwise inappropriate or in violation of these Terms.

L. Intellectual Property

All content included on this Site, including without limitation the RecycleMatch offerings, all RecycleMatch Work Product Data and all other text, data, graphics, articles, design, source code, software, photos, images and other information (collectively, the Site Content), is the property of RecycleMatch or its content providers and is protected by United States and international copyright laws and treaties. The name "RecycleMatch" (including the RecycleMatch logo), recyclematch.com, and all related logos, trade names, trademarks and service marks (collectively "RecycleMatch Trademarks") are trademarks or service marks of RecycleMatch and are protected by federal, state and international laws and treaties. You may not affiliate, use, copy, display, distribute, modify, post, reproduce, or transmit the Site’s Content or the RecycleMatch Trademarks, in any form, by any means including but not limited to, electronic, mechanical, photocopying, recording or otherwise without the express, prior written consent of RecycleMatch. Nothing on this Site should be construed as granting, by implication, or otherwise, any license or right to use any of the Site’s Content or RecycleMatch's Trademarks found on the Site except pursuant to written authorization from RecycleMatch in each instance. RecycleMatch prohibits use of any of Site Content or the RecycleMatch Trademarks as part of a link to or from any website unless establishment of such a link is approved in writing by us in advance.

All remarks, discussions, ideas, concepts, techniques, graphics or other submissions communicated to RecycleMatch through the Site (collectively "Submissions") will be deemed and remain the property of RecycleMatch, and RecycleMatch is entitled to any Submission without restriction or compensation to the person or entity who provided the Submission. RecycleMatch will not be subject to any obligation of confidentiality regarding any Submission except as expressly agreed by RecycleMatch or as otherwise required by applicable law or RecycleMatch's Privacy Policy.

M. Limitations Of Use

You agree to use this Site and its contents only for lawful purposes and as provided in any RecycleMatch Agreements. You are prohibited from any use of the Site or its contents that would constitute a violation of any applicable law, regulation, rule or ordinance or that could give rise to any civil or criminal liability. You agree, represent and warrant that all information you submit to or through this Site is true and accurate, is not fraudulent, does not violate any law, statute, ordinance or regulation, is not defamatory or libelous, and does not contain any information or data that is intended to damage or interfere with any system, data, or information. Any unauthorized use of the Site, including but not limited to unauthorized entry into RecycleMatch systems, misuse of passwords or misuse of any information posted on the Site is strictly prohibited. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Your eligibility for particular products or services is subject to final determination by RecycleMatch.

We retain exclusive right to the business relationships formed between users through this Site. You agree that you will not communicate, encourage or solicit external communications with other users for any current or previously listed materials on this Site in order to circumvent these Terms. You further agree that you will not break anonymity or attempt to break anonymity in order to encourage other users to contact you outside of this Site for current or previous listed materials. We retain the right, which we may or may not exercise in our sole discretion, to monitor, review, edit, modify, remove, or delete user content and communications that we deem to be false, deceptive, illegal, offensive, or found to be otherwise inappropriate or in violation of these Terms.

You acknowledge and agree that RecycleMatch has the right, but not the obligation, to monitor the Site electronically from time to time and to disclose any personal information, without notice to the user, in connection with fraud prevention, a law enforcement investigation, governmental request or legal action; as required by law or regulation; or if we reasonably believe it is necessary or appropriate to protect RecycleMatch, its users or the public.

Without limitation to any other remedies, RecycleMatch may (i) exclude any user from bidding on or participating in any transaction or potential transaction facilitated by or through the Site for any reason or no reason and (ii) block any registration if the user has breached or threatens to breach these Terms of Use or engages in any behavior which RecycleMatch in its sole discretion regards as likely to have an adverse effect on Site or the reputation of RecycleMatch. RecycleMatch reserves the right to refuse, delist, or modify any content or information listed. Furthermore, RecycleMatch reserves the right in its sole discretion to exclude products and materials, to refuse bids or offers as well as to discontinue listings, transactions or its services altogether at any time.

N. Limitation of Liabilities and Warranties

NEITHER RECYCLEMATCH NOR ANY OF ITS AFFILIATES, PROVIDERS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, INDEPENDENT CONTRACTORS OR LICENSORS (COLLECTIVELY THE " RECYCLEMATCH PARTIES") GUARANTEES THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE CONTENT, AND RECYCLEMATCH DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT.

THIS SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. ADDITIONALLY, THE RECYCLEMATCH PARTIES MAKE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE CONTENT OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DOES NOT AFFECT THOSE WARRANTIES THAT ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

RECYCLEMATCH MAY DISCONTINUE OR CHANGE THE CONTENT AND SITE AT ANY TIME WITHOUT ANY PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND THE RECYCLEMATCH PARTIES DO NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. RECYCLEMATCH RESERVES THE RIGHT TO TERMINATE ANY OR ALL SITE OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO YOU. THIS SITE COULD CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THIS SITE.

IN NO EVENT WILL THE RECYCLEMATCH PARTIES BE LIABLE FOR ANY PUNITIVE, SPECIAL, DIRECT, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, OR PROFITS, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT AND TORT ACTIONS (INCLUDING LIBEL), ARISING OUT OF OR IN CONNECTION WITH THE USE, COPYING OR DISPLAY OF, OR THE INTERACTION OR ANY OTHER FORM OF COMMUNICATION WITH, THE SITE AND THE INFORMATION CONTAINED AT THE SITE (INCLUDING VIA COMPUTER VIRUSES OR ANY OTHER FORM OF SOFTWARE), EVEN IF THE RECYCLEMATCH PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. RECYCLEMATCH IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THE SITE. YOU AGREE THAT, IF THE FOREGOING LIMITATION IS FOUND TO BE INVALID, THE RECYCLEMATCH PARTIES' TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

O. Indemnification

You agree to indemnify and hold us harmless from and against any and all claims, losses, expenses, demands or liability, including attorney's fees and costs, incurred by us in connection with any claim by a third party (including any intellectual property claims) arising out of your violation of these Terms, applicable international, federal or state law, or any other person's rights, including but not limited to infringement of any copyright, trademark or violation of any proprietary, party confidentiality or privacy right. You further agree that you will fully cooperate in the defense of any such claims. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any such claim or matter without RecycleMatch's written consent.

P. Waiver

RecycleMatch's failure to enforce any of its rights under these Terms will not be construed as a waiver of those rights or any other rights in any way whatsoever.

Q. Termination

RecycleMatch may terminate these Terms at any time, without notice, or suspend or terminate your access to and use of the Site, with or without cause, in RecycleMatch's absolute discretion, pursuant to other agreements that you may have with Recycle Match, and without notice. However, notwithstanding termination of your use or access to the Site, the following provisions of these Terms will survive: Indemnification, Limitations of Liability and Warranties, Waivers, Dispute Resolution and Binding Arbitration and any other provision that by its terms survives termination of your use of or access to the Site.

R. Dispute Resolution and Binding Arbitration

You agree that you will notify RecycleMatch in writing of any claim or dispute concerning or relating to the Site and information or services provided through it, and give RecycleMatch a reasonable period of time, but not less than sixty (60) days to address it, before bringing any legal action against RecycleMatch.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND RECYCLEMATCH, its agents, employees, principals, successors, assigns, affiliates arising from or relating to these Terms, its interpretation, or the breach, termination or validity thereof, SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) or JAMS. Arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is filed. The arbitration shall take place in the city of the principal place of business of RecycleMatch, Austin, Texas. In any dispute, NEITHER YOU NOR RECYCLE MATCH SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The individual (non-class) nature of this dispute provision goes to the essence of the parties' dispute resolution agreement, and if found unenforceable, the entire arbitration and dispute resolution provision shall not be enforced. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. This transaction shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA). Any award of the arbitrator(s) shall be final and binding, and may be entered as a judgment in any court of competent jurisdiction. The Arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO SUCH A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY ALSO BE UNAVAILABLE OR MAY BELIMITED IN ARBITRATION.

S. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

T. Release

Your interactions with other users found on or through the Site, including payment and delivery of materials goods, and any other terms or representations associated with such dealings, are solely between you and such users, persons or entities. In the event that you have a dispute with such users, persons or entities, you hereby release RecycleMatch, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our Site.

U. General Provisions; Miscellaneous Provisions

These Terms will be binding on, inure to the benefit of, and be enforceable against you and your respective successors and assigns. Neither your course of conduct nor trade practice shall act to modify any provision of these Terms. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms between you and Recycle Match, Inc. All rights not expressly granted herein are hereby reserved. Headings are for referenced purposes only and in no way define, limit, construe or describe the scope or extent of any section.

These Terms will be subject to any other agreements you have entered into with RecycleMatch. Furthermore, certain sections or pages on the Site may contain separate terms and conditions of use, which are in addition to these Terms. In the event of a conflict, the additional terms and conditions will govern for those sections or pages.

V. Texas Law Applicable

These Terms and the relationship between you and RecycleMatch shall be governed by the laws of the State of Texas without regard to any conflict of law provisions.