Recyclebank Local Reward Partner Terms & Conditions

The Local Reward Sign-up Form and these Terms and Conditions as set forth herein constitute the “Agreement” by and between RecycleRewards, Inc. (“Recyclebank”) and you, the “Partner” as identified under Section 1 of the Local Reward Sign-up Form. Recyclebank and Partner are referenced individually as a “Party” or collectively as the “Parties”. This Agreement is not valid until you have signed the Local Reward Sign-up Form.

 

TERMS AND CONDITIONS

1. Intellectual Property. Form of Use: Each Party agrees that it will not use the other Party’s trademarks, service marks and logos and the good will associated therewith (“Marks”) for any purpose other than as contemplated herein in connection with the RecycleBank Rewards Program and then only with the prior written approval of the owner party. Any use shall be in the form and manner and with appropriate legends as reasonably prescribed from time to time by such party in accordance with customary trademark practices. Neither Party may use any other trademark or service mark in combination with the Marks of the other Party unless with prior written approval of the other party.

2. Data Ownership.Each Party will own all right, title and interest, including any copyrights or other intellectual property rights, in and to any data or information that it collects, compiles or creates pursuant to this Agreement. 

3. Confidentiality. Each Party shall keep confidential and neither disclose to any third party nor use, except for the purposes of this Agreement, all business, financial, technical, customer, pricing and other proprietary and/or non-public information or data (including customer data) that it receives or has received from the other Party as part of this Agreement (“Confidential Information”). Confidential Data shall not include information (i) known to the Party prior to the receipt of such materials or information from the other Party; (ii) information which is in the public domain other than as a result of a breach of this Agreement; (iii) information which the recipient Party developed independently of any disclosures by the disclosing Party and (iv) otherwise available to the recipient party without restriction.

4. Communication. Recyclebank shall have the right to contact Partner from time to time regarding account information and to provide information (including, but not limited to, newsletters, special offers and general information) about Recyclebank and its programs.

5. Terms and Termination. The Term of this Agreement shall continue until it is terminated upon written notice by either party for any reason at any time. Termination shall be without prejudice to any rights and obligations of the Parties that have vested prior to the effective date of termination. Upon termination, (i) all rights, licenses and privileges granted under this Agreement shall automatically cease, (ii) Recyclebank shall cease to make the offer available, (iii) both Parties will cease to use the other Party’s Marks under this Agreement, and (iv) each Party will cease to use the Confidential Information furnished by the other Party. The recipient party shall certify in writing the destruction of all Confidential Information upon the receipt of a request by the disclosing Party. The following sections of this Agreement shall survive termination: “Intellectual Property”, “Data Ownership”, “Confidentiality”, “Term”, “Indemnification”, “Governing Law”, “Entire Agreement” and “Severability”.

6. Indemnification. Each Party shall indemnify, defend and hold the other (and its affiliates, officers, directors, employees and agents) harmless against all losses, damages, claims, liabilities, and expenses (including reasonable legal fees) (each a “Claim”) resulting from (i) its breach of this Agreement, acts or omissions, including but not limited to its willful misconduct in performing under this Agreement; (ii) Claims that materials supplied by it infringe or conflict with the rights of third parties; or (iii) product liability claims relating to its products. Each Party is responsible under this section for the actions of its employees, agents, and subcontractors. Under this section, neither Party will be responsible as an indemnitor to the extent a Claim resulted from the breach or other act or omission of an otherwise indemnified entity. EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS HEREUNDER, EACH PARTY’S ENTIRE LIABILITY, REGARDLESS OF THE FORM OF CAUSE OF ACTION, DEMAND OR CLAIM, WHETHER BASED ON CONTRACT OR TORT, SHALL NOT EXCEED THE AMOUNT PAID BY PARTNER TO RECYCLEBANK IN CONNECTION WITH THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED IN CONNECTION WITH THIS IO HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, DEMAND OR CLAIM AND EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE OTHER PARTY OR PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS REVENUE, LOSS OF PROFITS, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDER PERSON.

7. Disclaimer of Warranties. ALL RIGHTS, GOODS, AND SERVICES PROVIDED BY RECYCLEBANK HEREUNDER ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING OR RELATING TO THE REWARDS PROGRAM OR TO ANY OTHER MATERIALS, GOODS OR SERVICES FURNISHED TO PARTNER HEREUNDER OR IN CONNECTION HEREWITH. RECYCLEBANK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE REWARDS PROGRAM, WHETHER MADE BY RECYCLEBANK REPRESENTATIVES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY RECYCLEBANK FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF RECYCLEBANK WHATSOEVER.

8. Governing Law. This agreement and any disputes relating to the Agreement shall be construed under the laws of the State of New York, without regard to New York conflicts of laws principles. The Partner agrees to submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York. Any claim against either party will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party. Each Party waives trial by jury in any proceeding with respect hereto.

9. Enforceability. The parties to this Agreement hereby represent and warrant that the officer/or representative who has executed this Agreement is duly authorized to execute this Agreement on its behalf, and that this Agreement constitutes the legal, valid and binding obligation of each of the parties, enforceable against it in accordance with its terms.

10. Force Majeure. Any delay or inability of Recyclebank in complying with the terms hereof arising from unforeseeable causes or events beyond Recyclebank’s control, including, without limitation, Partner’s failure to supply necessary information or assistance, acts of God, acts of public enemy, acts of the government in either sovereign or contractual capacity, terrorism, fires, floods, internet failure or acts of a third party, shall excuse any resulting or related delay or failure in the performance by Recyclebank. In such event, the date of performance shall be extended for a reasonable period of time following the resolution of the cause of such delay or failure.

11. No Joint Venture. Nothing contain herein shall be construed to place the Parties in the relationship of partners or joint venturers or principal and agent or employer and employee, and no Party shall have the power to obligate or bind the other Party in any manner whatsoever..

12. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and terminates and supersedes any such prior agreement or understanding, oral or written, between the parties with respect thereto. The Parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of the Agreement or any representations inducing its execution and delivery except those specifically set forth. Each of the Parties acknowledges that such party has relied on the party’s own judgment in entering into the Agreement.

13. Successors. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

14. Headings. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define, or limit the scope or intent of this Agreement or any of its provisions.

15. Severability. Should any paragraph or portion thereof of this Agreement be found invalid or unenforceable by any court of competent jurisdiction, it is the intent of the Parties that the validity of the remaining paragraphs of the Agreement shall not be affected thereby.

16. Counterparts. This Agreement and any amendments hereto may be executed in several counterparts, and all of such executed documents shall constitute one agreement binding on all the Parties hereto.


Last updated on June 14, 2013