Welcome to e-Cycle.com (the “Site”), operated by e-Cycle and its affiliates (collectively, “e-Cycle”). The Site provides businesses, other organizations and other users the terms and conditions they agree to when they wish to (i) sell their used iPhones, iPads and other selected mobile and electronic devices (the “Devices”) to e-Cycle (the “Buyback Services”), or (ii) hire e-Cycle as a business’s device lifecycle management partner, consisting of: Buyback of mobile devices, Procurement of mobile device accessories or replacement stock devices, Repurposing and/or Refurbishment of used iPhones, iPads and other selected mobile and electronic devices received from the business’ users for reuse within that same business’ Device fleet (the “Device Lifecycle Management Services,” or the “DLM Services”) collectively with the Buyback Services, the “Services”.) All of the aforementioned Services, whether conducted on the Site or directly with e-Cycle, are subject to the terms and conditions contained herein. Please read these Terms and Conditions of Use (these “Terms and Conditions”) carefully, as they govern your use of the Site and Services. As used in these Terms and Conditions, “you” or “your” refers collectively to an eligible user of the Site, or a seller of an Device (“Seller”), a purchaser of the Services or any e-Cycle customer (“Customer”) (as defined below).
Before using the Site or the Services, you must agree to all of these Terms and Conditions. If you disagree with any of these Terms and Conditions, you should refrain from use of the Site or the Services. e-Cycle reserves the right to change or discontinue the Site or the Services, any aspect of the Site or the Services, or these Terms and Conditions, at any time, without notice.
E-CYCLE OFFERS THE SITE AND SERVICES TO YOU CONDITIONED ON YOUR ACCEPTANCE, WITHOUT MODIFICATION, OF THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY. YOUR USE OF THE SITE OR SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS CONTAIN DISCLAIMERS OF WARRANTIES AND LIABILITY AND LIMITATIONS ON YOUR REMEDIES. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN YOU AND E-CYCLE.
USE OF THE SITE AND SERVICES
You will not use the Site and/or Services in any way that is unlawful, or harms
e-Cycle, its service providers and/or vendors, any user of e-Cycle, or any third party. Without limiting the generality of the foregoing, you may not use the Site and/or Services in any manner that could damage, disable, overburden or impair the Site (or the network(s) connected to the Site) or interfere with any other party’s use and enjoyment of the Site and/or Services.
You must be at least eighteen (18) years of age to use the Site and/or Services, and reside in the United States or any of its territories or possessions. By using this Site or the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site or Services.
You are fully responsible for your activities while using the Site and/or Services, and you shall bear all risks associated with using the Site and/or Services. You agree not to use the Site and/or Services to engage in any prohibited conduct. Prohibited conduct includes, but is not limited to, using this Site or Services to: (a) intercept or interfere with any communication; (b) violate the security or integrity of, or gain unauthorized access to, the Site or any other service or system; (c) disseminate viruses, Trojan horses, or other code or programming intended to damage, interfere with, intercept or expropriate any system or data; (d) send “spam” or other unsolicited communications to any party; (e) create a “mail drop” for such communications, or engage or permit e-mail relay services; (f) impose an unreasonably large load on any system or infrastructure; (g) commit fraud; (h) “spoof” or otherwise impersonate any other party, or falsely state or otherwise misrepresent your identity or affiliation in any way; (i) send, receive, post or share any material that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, laws governing trade secrets, rights to privacy or publicity; (j) send, receive, post or share any material that you do not have a right to make available; (k) communicate defamatory statements or materials; (l) modify, delete, resell, or redistribute the Site or information found on the Site; (m) engage in any conduct that would expose e-Cycle or its affiliates to civil or criminal liability; (n) decompile, disassemble, or reverse engineer the underlying source code of the Site; or (o) assist others in engaging in prohibited conduct.
Terms Applicable to all e-Cycle Services
Clean Title
You must own the right, title, and interest to any Devices (i) offered for sale to e-Cycle and (ii) to any Devices sent to e-Cycle for any requested Services, such as Repurposing or Refurbishment. By agreeing to sell your Device, or have services performed on your Device, you represent and warrant that you own title to the Device free and clear of all liens and encumbrances and have full legal authority to transfer title of and/or to authorize e-Cycle to perform Services on such Device. Furthermore, you must comply with all applicable laws and regulations relating to such sale or Services. By using e-Cycle’s Services, you agree to indemnify e-Cycle from all potential claims and losses associated with the sale or Service of your Device. (i) All Devices sent to e-Cycle for sale (e.g. or for Buyback Services) shall be delivered to e-Cycle F.O.B. destination. Title and risk or loss for the Device shall transfer to e-Cycle upon receipt by e-Cycle at its warehouse. e-Cycle will then inspect each Device received to determine if it is in Working Condition (as defined below) and the applicable price that will be paid for each such Device. Payment for each Working Condition Device shall be based upon the unexpired quote or requote, if applicable. In the absence of a custom quote, e-Cycle’s then-current Price List value will apply and payment will be remitted to the Customer net 30 days from the date e-Cycle receives delivery of such Devices.
(ii) All Devices sent to e-Cycle for DLM Services shall remain the legal title of the owner as Services are performed and such Devices will be returned to the owner upon completion of their Services unless such Devices are deemed not to be in Working Condition. At that time, such Devices become the property of e-Cycle and are recycled at no additional cost to the customer.
Confidentiality
e-Cycle acknowledges that, in accepting the Devices from the Customer, e-Cycle may have access to or receive certain information from the Customer that is not generally known to others (“Personal or Confidential Information”). e-Cycle agrees not to use or disclose any Personal or Confidential Information without the prior written consent of the Customer. e-Cycle also agrees to use its reasonable efforts to delete and remove all stored Personal or Confidential Information on Devices that it receives from the Customer pursuant to this Agreement. Notwithstanding the foregoing, however, the Customer acknowledges and agrees that e-Cycle cannot guarantee that all Personal or Confidential Information will be able to be deleted from such Devices and e-Cycle shall not be liable to the Customer in any way whatsoever for any damages that might result from, or be attributable to, any failure by e-Cycle to delete all Personal or Confidential Information from any Device.
Service
The Customer agrees to cancel all wireless services to Devices prior to sending its Devices to e-Cycle. The Seller represents and warrants to e-Cycle that all Devices sold or otherwise provided by it to e-Cycle under this Agreement shall be sold to e-Cycle free and clear of any and all wireless services and shall not contain any personal data (as defined herein). e-Cycle shall not be liable in any way to the Seller for liability caused by Devices that remain in active service or are identified as Lost or Stolen. e-Cycle is not liable for any associated costs, including monthly service and airtime charges, before, during, or after e-Cycle receives Devices. In the event such monthly service and airtime charges arise, it is the sole responsibility of the Seller to resolve such payment issues with its wireless provider. If a Device is sold to e-Cycle in active service, is identified as Lost or Stolen, e-Cycle agrees to use its reasonable efforts to physically destroy the Seller’s Device.
Terms of Apple and Samsung Services
Failure to deactivate the Find My iPhone/iPad security feature on Apple devices or the Find My Mobile security feature on Samsung devices prior to sending to e-Cycle will result in a considerable delay in processing and may result in forfeiture of payment. These devices will not be returned. Likewise, e-Cycle shall not be obligated to pay the Customer for any Device enrolled in a Device Enrollment Program (DEP), an example of which is as part of an Apple Deployment Program or Samsung’s Knox Mobile Enrollment Program (KME). The Customer agrees to have enrolled devices disowned from the program prior to sending to e-Cycle. Failure to disown devices from DEP or KME, or disabling Activated Security Lock features prevents access to, and deletion of confidential or proprietary data from the applicable Device.
Lost or Stolen
Any device that is identified as lost or stolen will not be returned to the Seller and will result in the device being recycled. e-Cycle shall not be obligated to pay the Seller for any device identified as lost or stolen.
Data Deletion
e-Cycle deletes all personal information and data from every Device that it receives for processing. By submitting your Device to e-Cycle, you are consenting and agreeing to the deletion of such data. However, by selling your Device to e-Cycle, you hereby agree to release e-Cycle from any claims, actions, demands, damages, costs, losses or other legal entitlements, including reasonable attorneys’ fees, that may arise in connection with the Device or the personal information on such Device if such information is not erased from the device. If you are selling an iPhone or iPad that has an iOS 7 or greater operating system, you must deactivate the “Find My iPhone/iPad” Activation Lock prior to sending to e-Cycle. If you are selling a Samsung device that has the “Find My Mobile” Reactivation Lock enabled, you must deactivate the lock prior to sending to e-Cycle. Also, you must disown all Devices from any/all Device Enrollment Programs as outlined above prior to sending your Devices to e-Cycle. Failure to do so may result in delay or forfeiture of payment. These Devices will not be returned to you once received by e-Cycle.
Terms of the Buyback Services
The Seller owns new and used cell phones, smartphones, and all corresponding wireless accessories, including cell phone batteries, car adapters, and wall chargers, that it wishes to recycle and to sell (collectively, the “Devices”). When Devices are sent to e-Cycle for sale, in addition to the terms and conditions listed above, you also agree to the following terms and conditions:
Sales Prices – Devices in Working Condition
e-Cycle agrees to pay the Seller for each Device it receives from the Seller that is in Working Condition (as defined below) the price shown in e-Cycle’s then current price list, a current copy of which has been provided to the Seller, which price list may be modified or changed from time to time by e-Cycle in its sole discretion (as in effect from time to time, the “Current Price List”). In order to be in Working Condition, a Device must (i) power on, (ii) have a functioning LCD, (iii) have intact housing, (iv) not have any water damage, (v) have a functioning keypad, (vi) have a valid IMEI, (vii) include the proper battery and back housing, and (viii) otherwise function properly and be in a good operating condition. The determination as to whether a Device is in Working Condition shall be determined by e-Cycle, in its sole and absolute discretion. Notwithstanding anything in this Agreement to the contrary, e-Cycle shall not be obligated to pay the Seller for any Device subject to an activated security feature (“Activated Security Lock”) that has not been deactivated prior to delivery to e-Cycle and that prevents e-Cycle from accessing and deleting confidential or proprietary data from such Device. Seller agrees to deactivate all such Activated Security Lock features. An example of an Activated Security Lock feature is Apple iOS7’s security feature that is tied to Apple’s Find my iPhone/iPad application. Likewise, e-Cycle shall not be obligated to pay the Seller for any Device enrolled in a Device Enrollment Program (DEP), an example of which is as part of an Apple Deployment Program. Seller agrees to have enrolled devices disowned from the program prior to sending to e-Cycle. Failure to disown devices from DEP, or disabling Activated Security Lock features prevents access to, and deletion of confidential or proprietary data from the applicable Device.
Sales Prices – Other Devices
Each Device e-Cycle receives from the Seller that either (a) is not in Working Condition, (b) is not listed on the Current Price List, (c) is subject to an Activation Security Lock feature that has not been deactivated prior to delivery, or (d) not disowned from a Device Enrollment Program (DEP) prior to delivery to e-Cycle, preventing e-Cycle from accessing and deleting confidential or proprietary data from such Device, may be delivered to e-Cycle at no cost to the Seller. All charging units and car adapters may also be delivered to e-Cycle at no cost to the Seller.
Quotes
If you request a custom quote, e-Cycle determines, in its sole discretion, the value of your Device based upon the specific information (e.g. Device make / model / size / wireless carrier /quantity of each Device type) you supply to generate the quote. Once e-Cycle has received such information, e-Cycle will provide a quote on the value of the Device(s), assuming the Device sent in matches that quoted and that the Device received is in good Working Condition. The Device is inspected upon receipt in the e-Cycle warehouse. e-Cycle bases its quote values and prices upon numerous market factors. After you receive the quote, you have the option to either accept the quote and sell the Device to e-Cycle and send the Device to e-Cycle for processing, or reject the quote and keep the Device.
NOTE: Devices must (i) match the make / model / size / wireless carrier / quantity, (ii) be in good Working Condition, and (iii) be received by e-Cycle on or before the quote expiration date to receive the quoted price. If these three criteria are not met, e-Cycle will pay according to the then-current Price List in effect at the date of Device receipt.
Expired quotes
e-Cycle has the right, in its sole discretion, to accept or reject Devices offered for sale by you. When Devices are received after the original quote expiration date,
e-Cycle also reserves the right to either (a) apply the then-current price list for that device or (b) provide a “requote” of a Device once e-Cycle has received and inspected the Device. Requotes are not required. Rather, they are at the sole discretion of e-Cycle. Such requotes may occur if an Device (i) is a different model then you indicated on the original quote; (ii) is not in good Working Condition; (iii) does not include all of the accessories as you indicated at the time of the initial quote, or (iv) is received after the original quote expiration date.
If e-Cycle opts not to requote, your Device will be processed and any Devices received that are found to be in good Working Condition will be paid, by check, in a timely manner applying the pricing (found in e-Cycle’s then-current Price List) in place for that specific Device. The Current Price List changes at least monthly, or more frequently, at e-Cycle’s complete and sole discretion, in response to ever-fluctuating secondary market values.
If e-Cycle opts to issue a requote on your Device, you will be notified via e-mail and have five (5) days to either accept or reject such requote by email. If you do not take either action after five (5) days, you will be deemed to have accepted the offer to sell the Device for the requoted price, the Device will be processed at the requote amount and you will be paid, by check, in a timely manner. e-Cycle also reserves the right to issue a requote if the Device has not been delivered to e-Cycle on or before the original quote expiration date.
NOTE: BY SENDING YOUR DEVICES TO E-CYCLE FOR BUYBACK SERVICES YOU ACKNOWLEDGE YOUR AGREEMENT THAT ALL DEVICES HAVE BEEN SOLD TO E-CYCLE AND BECAME THE PROPERTY OF E-CYCLE ONCE RECEIVED AT THE E-CYCLE WAREHOUSE. THEREFORE THE DEVICES WILL NOT BE RETURNED TO YOU.
Payment
In order to receive payments for any Devices you must provide e-Cycle with information including a valid email address at which you are able to receive email, a valid postal address at which you are able to receive mail, your Company or Organization name, and your first and last name. You understand and agree that if you fail to provide e-Cycle with accurate information: (a) e-Cycle will not be responsible for any misapplied payments or payments sent to a wrong address, and (b) any unclaimed funds may be subject to collection by governmental authorities under applicable unclaimed funds and escheat laws. Payment terms for Devices delivered to e-Cycle shall be net 30 days from the date e-Cycle receives delivery of such Devices. Payments are made by check and are valid for 90 days from initial check issuance. After that date, uncashed checks become stale-dated and are voided. If a new check needs to be issued due to no fault of e-Cycle, a $25 service fee will be deducted from the original check total to cover stop payment and/or processing fees.
Purchase Order
A purchase order (“P.O.”) will be provided to the Seller by e-Cycle for Devices delivered by the Seller to e-Cycle. Each purchase order will include a complete listing of each Device that was determined to be in Working Condition, by make, model, condition and price. All Devices that are not listed on the Current Price List or found not to be in Working Condition, will be listed as “recycled” and number of units only.
Right of Rejection
e-Cycle reserves the right to reject (“fail) an Device, and therefore not requote or remit payment for an Device if the Device (i) has been altered or damaged; (ii) does not include the motherboard; (iii) is a different model or is in a different condition than that represented by you at the time of the original quote; (iv) is modified in such a way that it no longer conforms to the original factory specifications or is not 100% OEM components (including but not limited to motherboard, screen, and housing.); or (v) is defective in any way (e.g. including but not limited to water damage, defective housing, defective programming, cracked glass, defective keypad, defective camera, etc.) Such Devices will be failed at e-Cycle’s complete and sole discretion and recycled at no cost to the Customer. These Devices will not be returned as they became the ownership of e-Cycle upon receipt at the warehouse.
Title and Risk of Loss
All Devices shall be delivered to e-Cycle F.O.B. destination. Title to and risk of loss for Devices will pass to e-Cycle after receipt of the Devices at e-Cycle’s warehouse (the “Receipt”). Therefore, you will remain responsible for any and all damage to your Device that may occur before Receipt, including any loss or damage in transit. Once your Device is Received into e-Cycle’s warehouse, the data on such Device will be deleted and the Device will not be returned to you. Once received, e-Cycle cannot return of the Device and/or any data or information contained in such Device. If e-Cycle fails the Device, it will be recycled at no cost to you. For data security purposes, Devices will not be able to be returned once received for processing.
Changes in Eligible Devices
e-Cycle reserves the right to modify the eligibility and ability to sell Devices at any time without providing notice to the seller.
Change in Pricing
e-Cycle reserves the right to modify its then-current Price List as often as needed, but at least monthly in response to secondary market values. Due to such secondary market volatility, e-Cycle reserves the right to apply the “then-current” Price List pricing if a special quote was never requested and/or if Devices arrive after such special quote’s expiration date.
Non-Transferable
Any quote or requote by e-Cycle for your Device is non-transferable and not redeemable by any other party /legal entity for any other consideration other than what is quoted in exchange for sale of the Device. If another party/legal entity wishes to obtain a special quote, please contact e-Cycle and we will issue a special quote with terms unique to that separate party/legal entity.
Terms of the Device Lifecycle Management Services
The Device Lifecycle Management Service is provided by e-Cycle. You agree to have your business’s Devices bought back, repurposed, or refurbished through the method established between you and e-Cycle. Devices shipped to e-Cycle shall be sorted and selected by e-Cycle as either (i) buybacks, (ii) repurposed devices, (iii) refurbished devices, or (iv) devices for disposal, and such selection shall be based upon criteria agreed to in writing between you and e-Cycle, or in the absence of such written agreement, in e-Cycle’s sole discretion. As part of the Device Lifecycle Management Services, e-Cycle may also fill orders for procurement/replacement stock of Devices and accessories upon your request. By shipping Devices to e-Cycle under the Device Lifecycle Management Service to be either bought back, repurposed, refurbished, or disposed of, you agree to these Terms and Conditions, to the extent they are in addition to, and not different from, any other written terms agreed to between you and e-Cycle.
Buyback Services
Buyback Services conducted as part of the Device Lifecycle Management Services shall be subject to the same terms and conditions as set forth above for Buyback Services, to the extent they are in addition to, and not different from, any other written terms agreed to between you and e-Cycle.
Repurposing/Refurbishment Services
In the absence of any different agreement between you and e-Cycle, e-Cycle determines, in its sole discretion, whether any given Device can be Repurposed or Refurbished based upon the information you supply to e-Cycle regarding the model type and the actual condition of the Device. Once e-Cycle has received such information, e-Cycle will provide a quote on the amount it would cost to Repurpose or Refurbish the Device. After you receive the quote, you have the option to either accept the quote and ship the Device to e-Cycle for Repurposing or Refurbishment, understanding you will be invoiced and responsible for paying for the Repurposing/Refurbishment Services, or reject the quote and keep the Device.
Requotes
e-Cycle has the right, in its sole discretion, to accept or reject any Device offered for Repurposing or Refurbishment by you. e-Cycle also reserves the right to provide a “requote” of a Device once e-Cycle has received and inspected the Device. Requotes may occur if an Device (i) is a different model then you indicated on the Site; or (ii) is in a different condition than was previously indicated at time of initial quote. If e-Cycle issues a requote on your Device, you will have five (5) days to either accept or reject such requote by email. If you do not take either action after five (5) days, you will be deemed to have NOT accepted the offer to Repurpose or Refurbish the Device for the requoted price, and you will not receive your Device back. e-Cycle also reserves the right to issue a requote if the Device has not been delivered to e-Cycle on or before the expiration date of the original quote.
Payment
In the absence of any other agreement to the contrary, payment for Repurpose/Refurbishment Services shall be invoiced and payable for within 30 days from when the Device is received by e-Cycle, or from the date the Repurpose/Refurbishment Services are completed by e-Cycle, whichever is later.
Devices not in Working Condition
Each Device e-Cycle receives from the Customer that either (a) is not in Working Condition or (b) is subject to an Activation Security Lock feature that has not been deactivated prior to delivery to e-Cycle and that prevents e-Cycle from accessing and deleting confidential or proprietary data from such Device may be delivered to e-Cycle at no cost to the Customer. e-Cycle shall evaluate each Device to determine if it qualifies for Repurposing or Refurbishment in e-Cycle’s sole discretion. Devices qualifying for Repurposing or Refurbishment shall be refurbished by e-Cycle in accordance with the quote or requote. Devices not qualifying for repurposing or refurbishment will be disposed of by e-Cycle and the customer will be liable for the related diagnostic fee for the time invested by e-Cycle to attempt to Repurpose or Refurbish the Device.
Lost or Stolen
Any device that is identified as lost or stolen will not be returned to the Seller and will result in the device being recycled. e-Cycle shall not be obligated to pay the Seller for any device identified as lost or stolen.
Right of Rejection
e-Cycle reserves the right to reject an Device, and therefore not commence with the Repurposing/Refurbishment Services for a Device if the Device (i) has been altered or damaged other than as represented by you at the time of the original quote or requote; (ii) is a different model or is in a different condition than that represented by you at the time of the original quote; or (iii) is modified in such a way that it no longer conforms to the original factory specifications or is not 100% OEM components (including but not limited to motherboard, screen, and housing.) All Devices sent to e-Cycle found not to be in good Working Condition are subject to data deletion and recycling if received. These Devices become the property of e-Cycle upon receipt and will not be returned to you.
Non-Transferable
Any quote by e-Cycle for your Device is non-transferable and not redeemable for any other consideration other than what is quoted for the Repurposing/Refurbishment Services of the Device.
Warehouse Services
If requested, a customer may opt to have e-Cycle temporarily house its Repurposed/Refurbished Devices until requested by a remote employee to be released. Such Services are subject to e-Cycle’s then-current Warehouse fees. Such outbound shipment fees are billed to the Customer, and are due within 30 days of invoice date.
Procurement/Replacement Stock Services
As part of the Device Lifecycle Management Services, e-Cycle may procure Replacement Stock Devices or accessories on your behalf, at your request (the “Procurement / Replacement Stock Services”). You may submit purchasing requests to e-Cycle, and e-Cycle will fill such orders to the extent such Devices are available, either from e-Cycle’s inventory or from third-party manufacturers or resellers. e-Cycle will pass through to you any manufacturer’s warranties or reseller’s warranties, to the extent permitted by the manufacturer or reseller, and will offer a limited 30-day functionality warranty (excluding user-caused damage, loss, theft, etc.) for Devices purchased, but e-Cycle makes no further representations and warranties regarding the purchased Devices. e-Cycle shall use reasonable commercial efforts to fill all Device orders within the timeframes agreed between you and e-Cycle, but shall bear no liability for delays or stock shortages that are outside its control, such as, but not limited to, delays or shortages caused by the manufacturer, reseller, any carrier, etc. You agree to pay the seller for each purchased Device the price communicated to you by e-Cycle or in e-Cycle’s then-current selling price list, which price list may be modified or changed from time to time, but at least weekly by e-Cycle in its sole discretion. In addition, you agree to pay e-Cycle a service fee for such Procurement / Replacement Stock Services as communicated to you by e-Cycle upon the submission of the order or in e-Cycle’s then-current fee list, which fee list may be modified or changed from time to time by e-Cycle in its sole discretion.
Outbound Shipping and Handling and Taxes
Payment for all shipments and any applicable sales and use taxes related to all Repurposing, Refurbishment, or Warehousing Service Fees and Procurement / Replacement Stock Devices and Accessories are the sole responsibility of the Customer and will be separately itemized on the invoice provided to the Customer. All such payments are due, and are to be included with the payment of the entire invoice, within 30 days of the related invoice date.
Compliance with Laws, OFAC Rules, and Export Control Regulations
The following items apply as an Addendum to the initial verbal, written, or implied Sales or Supply agreement or arrangement for transaction(s) (the “Agreement”) entered into between e-Cycle Inc. (“e-Cycle”), and its Customer(s), including their Distributors (“Customer(s)”) operating in foreign jurisdictions, outside of the United States.
Customer acknowledges and agrees to the following obligations:
1. Customer shall be responsible for any and all duties, and taxes, including but not limited to import duties, Value Added Tax (VAT), service tax, sales tax, as applicable, and comply with all applicable regulations in Country of delivery and Country of end destination, respectively, in regards to the Agreement entered into by the Parties.
2. Compliance with Laws.
(a) Customer shall comply with all applicable laws, standards and regulations of the United States and the Country of delivery, and/or end destination, as applicable, and shall assist e-Cycle, to the fullest extent possible, in efforts to comply with Anti-Terrorism Laws. For purposes of this Addendum, and the related Agreement “Anti-Terrorism Laws” means Executive Order 13224, issued by the President of the United States, the USA PATRIOT Act, the U.S. Bank Secrecy Act, 31 U.S.C. Sec. 5318 et seq., the Regulations promulgated by the U.S. Treasury, Office of Foreign Asset Control, and all other present and future federal, state and local laws, ordinances, regulations, policies, lists, and other requirements of any governmental authority addressing or in any way relating to terrorist acts and acts of war. The e-Cycle products and any other products or services in the Country of delivery and/or end destination, purchased, sold or used in connection with the Agreement (collectively, the “Regulated Products”) may be subject to US Export Control Laws, including the Export Administration Regulations promulgated under the Export Administration Act of 1979 and the International Traffic in Arms Regulations administered by the US Department of State, and import, licensing, registration, and marking requirements within the Country of delivery and/or end destination. Customer shall bear the full responsibility for and agrees to assume all expenses relating to its compliance with the described or otherwise applicable laws, regulations, rules and orders, and for obtaining all necessary authorizations and clearances in order to carry out its obligations under the Agreement. Customer shall not, and shall not permit any third parties to, directly or indirectly, export, re-export, divert, transship, or release any Regulated Products to any jurisdiction or country to which, or any Party to whom, the export, re-export, diversion of or release of any Regulated Products is prohibited by applicable federal or foreign law. Customer is solely responsible for any breach of the terms of this clause. Customer must at all times comply with the International Emergency Economic Powers Act (50 U.S.C. § 1701) and all other laws administered by OFAC or any other Governmental Authority imposing economic sanctions and trade embargoes. Customer represents and warrants that it and its representatives are in compliance and shall at all times remain in compliance with the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). Neither [Distributor/Customer] nor any of its representatives has:
• used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action;
• made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds;
made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or
• failed to disclose fully any contribution or payment made by Customer (or made by any Person acting on its behalf of which Customer is aware) that violates the FCPA.
Customer shall, and shall cause its representatives to, comply with the FCPA, including maintaining and complying with all policies and procedures to ensure compliance with the FCPA.
(b) Customer represents and warrants that it has obtained and shall hereinafter maintain in full force and affect all necessary business licenses, sales permits, certifications, and other authorizations required by the laws of the Country of delivery, and/or end designation, for importation, sale, marketing of the e-Cycle’s Products, and for undertaking its obligations under this Addendum and the related Agreement.
Reliance on the Information Posted
The information presented on or through the Site is made available solely for general information purposes. e-Cycle does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. e-Cycle disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents. This Site may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by e-Cycle, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of e-Cycle. e-Cycle is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
User-Generated Content
Some of the information and materials on the Site is generated by the third parties and users of the Services (“Non-e-Cycle Generated Materials”). e-Cycle does not guarantee the accuracy of any Non-e-Cycle Generated Materials. e-Cycle reserves the right to monitor or approve postings of Non-e-Cycle Generated Materials to the Site, but is not obligated to do so. By accepting these Terms and Conditions, you acknowledge that e-Cycle is not responsible for any Non-e-Cycle Generated Materials posted to the Site or otherwise available on the Services, and any reliance on such Non-e-Cycle Generated Materials is at your own risk. e-Cycle does not undertake to review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, e-Cycle assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. e-Cycle has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. You are solely responsible for the content of any Non-e-Cycle Generated Materials you submit to the Site or to e-Cycle and/or post to the Site. e-Cycle reserves the right to edit, modify, remove or otherwise alter or refuse to post any Non-e-Cycle Generated Materials, without notice to the user who contributed such Non-e-Cycle Generated Materials. By accepting these Terms and Conditions, you waive any rights you may have in and to such Non-e-Cycle Generated Materials, including any copyrights or moral rights you may have in such materials.
If you choose to submit any Non-e-Cycle Generated Materials to the Site or to
e-Cycle, you hereby grant to e-Cycle a royalty-free, fully-paid, worldwide, perpetual, irrevocable, transferable and non-exclusive license to use, copy, reproduce, modify, adapt, distribute, transmit, broadcast, display, exhibit, project and otherwise exploit all such materials in any form, either now existing or developed in the future, and to publish or otherwise disseminate your name and other personally-identifiable information in connection with such materials (subject to the terms of the e-Cycle privacy policy, described below).
Copyright Policy
e-Cycle takes seriously any claims of copyright infringement pertaining to data and materials available on the Site generated by e-Cycle. Any person (a “Claimant”) may notify e-Cycle of potential copyright infringement on the Site by way of a written communication provided to e-Cycle’s designated agent (identified below) that includes substantially all of the following information (the “Notification”):
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single Notification, a representative list of such works on the Site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit e-Cycle to locate the material.
3. Information reasonably sufficient to permit e-Cycle to contact the Claimant, such as an address, telephone number, and, if available, an electronic mail address at which the Claimant may be contacted.
4. A statement that the Claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information in the Notification is accurate, and under penalty of perjury, that the Claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of a Notification containing substantially all of the foregoing information, e-Cycle will expeditiously remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity. e-Cycle will also promptly notify the user who is responsible for the posting of such allegedly infringing material to the Site (the “Responsible Person”) that such material has been removed, or access to such content has been disabled. Such Responsible Person may then file a counter-notification with e-Cycle’s designated agent that includes substantially all of the following information (the “Counter-Notification”):
1. A physical or electronic signature of the Responsible Person.
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
3. A statement under penalty of perjury that the Responsible Person has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
4. The Responsible Person’s name, address, and telephone number, and a statement that the Responsible Person consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Responsible Person’s address is outside of the United States, for any judicial district in which e-Cycle may be found, and that the Responsible Person will accept service of process from the Claimant or an agent of such Claimant.
Upon receipt of a Counter-Notification containing substantially all of the foregoing information, e-Cycle will promptly send a copy of such Counter-Notification to the Claimant and will notify Claimant that it will replace the removed material or cease disabling access to it within ten (10) business days. Unless the Claimant provides written notice to the designated agent that the Claimant has filed an action seeking a court order to restrain the Responsible Party from engaging in the infringing activity relating to the allegedly-infringing material, e-Cycle will replace the removed material or cease disabling access to it not less than ten (10) days following receipt of the Counter-Notice.
Any person who knowingly misrepresents (i) that any material, content, or activity is infringing or (ii) that material or activity was removed or disabled by mistake or misidentification, shall be liable in damages as provided in Section 512(f) of the United States Copyright Act, as amended (17 U.S.C. § 101 et seq.).
Any copyright infringer may be denied future access to the Site or Services.
Any questions related to the foregoing can be directed to:
e-Cycle Legal Compliance Manager
4105 Leap Road
Hilliard, Ohio 43026
614-210-1120
Intellectual Property Rights
The Site, the Non-e-Cycle Generated Materials, and the other content provided herein, including but not limited to text, photos, video, graphics, audio, and any software that is made available for viewing or download from the Site (collectively “Content”), is protected by U.S. and/or international copyright law. The Content is made available solely for your personal use, subject to these Terms and Conditions. Any reproduction, redistribution, performance or display of the Content, or any portion of the Content, not in accordance these Terms and Conditions is expressly prohibited by law and may result in civil or criminal penalties. The Site includes references to trademarks of e-Cycle and others. Nothing contained on the Site or in these Terms and Conditions should be construed as granting any license or right to use any Content or trademark displayed on the Site without the written permission of e-Cycle or such third party that may own the Content or trademarks displayed on the Site. You agree to abide by all copyright notices, information or restrictions contained in any Content accessed through the Service. Use of any third party Content or trademarks on the Site does not suggest any affiliation, association, approval or sponsorship between e-Cycle and any such third party.
Fees
e-Cycle does not currently charge fees to users of the Site, but reserves the right to charge fees for access to the Site or use of the Services at any time. If e-Cycle establishes any fees for the service, e-Cycle will notify you and obtain your consent in advance of any charges being incurred.
Geographic Restrictions
e-Cycle is based in the state of Ohio in the United States. This Site is intended for use by business entities located in the United States. e-Cycle makes no claims that the Site or the Services or any of its content is accessible or appropriate outside of the United States. Access to or use of the Site or Services may not be legal by certain persons or in certain countries. You may not access or otherwise use the Site from outside the United States. You are responsible for compliance with all applicable laws. e-Cycle makes no representations, warranties, or claims regarding its compliance with EU or other foreign country privacy or data security laws. e-Cycle does not desire to process personal data of data subjects outside of the United States, and does not otherwise intend to offer goods or services to or monitor the behavior of data subjects outside of the United States. You represent and warrant that neither you nor your representatives will provide or otherwise make available to e-Cycle personal data of an identified or identifiable person outside of the United States. For the purpose of these Terms and Conditions, an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For the purpose of these Terms and Conditions, personal data shall mean any information relating to an identified or identifiable natural person.
Warranty Disclaimer & Limitation of Liability
e-Cycle hereby disclaims all warranties and conditions of any kind with regard to the Site, the Services, the content, the non-e-Cycle Generated Materials or any Software, including, but not limited to, all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. e-Cycle makes no representations about the availability, completeness, accuracy, timeliness, continuity, appropriateness, and suitability for any purpose of the Services and any information contained in the Site. In no event shall e-Cycle (or its parent companies, subsidiaries, affiliates and their respective agents, employees and representatives) be liable for any special, incidental, punitive, indirect or consequential damages or any damages whatsoever resulting from the use, or loss of use, of the Services or the Site, or any information, content or non-e-cycle generated materials contained on the site regardless of the nature of the action.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICES AND THE SITE ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. E-CYCLE DOES NOT WARRANT THAT THE SERVICES OR THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE VIA THE SITE IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. NO ORAL STATEMENT OR INFORMATION GIVEN BY E-CYCLE (OR ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE AGENTS, EMPLOYEES AND REPRESENTATIVES) SHALL CREATE ANY WARRANTY.
If you are dissatisfied with the Site or any of e-Cycle’s terms, conditions, rules, policies, guidelines or practices, or otherwise have a dispute with e-Cycle, your sole and exclusive remedy is to discontinue using the Site and the Services.
Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such case, in no event shall e-Cycle’s total liability to you for all damages, losses and causes of action whether in contract, tort (including its own negligence) or under any other legal theory (including strict liability) exceed the greater of $100 or the total fees paid to you by e-Cycle over the past six (6) months for the Services.
Availability and Accuracy of Information
e-Cycle makes no commitment to update any information provided on the Site.
Force Majeure
e-Cycle shall not be liable for any loss or damage, delay in performance or nonperformance caused by equipment malfunction or breakdown, ISP outage or delay, network or pipeline disruption, severe weather conditions, information unavailability, strikes or other labor disputes, riots, fire, insurrection, war, failure of carriers, accidents, acts of God or any other causes beyond e-Cycle’s reasonable control.
External Links
The Site may contain hyperlinks to other websites owned and operated by third parties. The linked sites are not under e-Cycle’s control and e-Cycle is not responsible for the contents of any third party web site or any information or services provided by such third parties. The presence of any hyperlink does not imply endorsement by e-Cycle of the linked web site.
Notice of Indemnification
You agree to defend, indemnify and hold harmless e-Cycle, its parent companies, subsidiaries, affiliates, employees, agents, contractors, telecommunication providers, content providers, successors and assignees and each of their respective owners, officers, directors, employees and agents from and against any and all liabilities, claims, actions, demands, damages, costs, losses and expenses (including reasonable attorney’s fees) arising out of your use of the Site or Services, the use of any third party websites or services or any breach by you of these Terms and Conditions.
Arbitration; Binding Law
All disputes arising between you and e-Cycle, out of or in relation to or in connection with this Site, or Services provided to you by e-Cycle, including without limitation any statutory, common law, regulatory, local, state, federal or constitutional claims, shall be finally resolved by arbitration conducted in Columbus, Ohio, in accordance with the rules for commercial arbitration of the American Arbitration Association (“AAA”) in effect at the time such arbitration is initiated. A single arbitrator will be selected by you and e-Cycle to resolve the dispute consistent with the rules and procedures of the AAA, and the decision of the arbitrator shall be final and binding upon all parties. You will be responsible for paying your own arbitration fees, attorneys’ fees and related expenses, including witness fees (if any). Any questions involving contract interpretation shall be made in accordance with the laws of the State of Ohio without regard to the laws of conflict. In addition, you agree that any arbitration that you initiate that arises from or relates to these TERMS AND CONDITIONS, the Site, or Services provided by e-Cycle must be initiated within one (1) year from the date on which your claim accrues, and that no claim may be asserted after that time. YOU FURTHER AGREE THAT NO CLAIM IN THE NATURE OR FORM OF A CLASS ACTION WILL BE ASSERTED IN THE ARBITRATION PROCEEDING. Notwithstanding the foregoing agreement to arbitration, e-Cycle shall have the right to bring legal action against you in a court of law to protect and enforce e-Cycle’s intellectual property or indemnification rights, including recovery of any damages. IN THE EVENT THAT ANY SUCH ACTION IS INITIATED BY E-CYCLE, YOU AGREE TO SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN FRANKLIN COUNTY, OHIO FOR PURPOSES OF SUCH ACTION AND YOU WAIVE ANY OBJECTION TO PERSONAL JURISDICTION, VENUE, OR FORUM NON CONVENIENS IN SUCH COURTS. IN ADDITION, YOU WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY SUCH ACTION.
Privacy Policy Statement
You acknowledge that all information e-Cycle collects on the Site is subject to its privacy policy as may be amended from time to time in the form located at: www.e-cycle.com/Legal (“Privacy Policy”). By using or otherwise accessing the Site or the Services you consent to all actions taken by e-Cycle with respect to information in compliance with the Privacy Policy.
Miscellaneous
You agree that if any provision(s) of these Terms and Conditions is(are) determined to be invalid or unenforceable under applicable law, such provision(s) will be deemed superseded by a valid, enforceable provision that most closely serves the intent of the original provision, and the remainder of these Terms and Conditions will continue to have legal effect. You agree that these Terms and Conditions constitute the entire agreement between you and e-Cycle regarding its subject matter, and it supersedes any prior or contemporaneous agreements between you and e-Cycle regarding its subject matter. These Terms and Conditions may not be modified orally, but may only be modified in writing through the posting of revised Terms and Conditions through the Site. Any rights not expressly granted herein are reserved by e-Cycle.
e-Cycle reserves the right to make changes to the Site, the Services, the Privacy Policy and these Terms and Conditions at any time, which changes shall become effective immediately upon posting on the Site.
By using this Site and the Services, you acknowledge that you have read and agree to the Terms and Conditions set forth above relating to the use of the Site and the Services and the Privacy Policy, and that your use of the Site and the Services offered by e-Cycle is expressly conditioned on your agreement to all such Terms and Conditions and the Privacy Policy.
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