GENERAL TERMS AND CONDITIONS
FOR
ELECTRONIC WASTE RECYCLING SERVICES

1. 1. These General Terms and Conditions for Electronic Waste Recycling Services (“Terms”) will govern: (a) the use of WM Recycle America, L.L.C. (“WMRA”) electronic recycling services and (b) the relationship between WMRA and the user of such services (“Customer”).
2. 2. TRANSACTIONS: The parties may from time to time enter into transactions in which Customer desires WMRA to receive/collect and dispose of and/or recycle Customer’s electronic waste (“Electronics”) as specified on a Work Order(s) (“Services”). A “Work Order” is a document or email correspondence submitted by WMRA to Customer containing the more specific terms required for Electronics recycling pursuant to these Terms. When Customer desires to purchase Services from WMRA, Customer shall request a quote specifying the type and quantity of Electronics to be serviced and whether Customer is providing transportation. WMRA shall provide Customer a detailed quote via email and Customer shall have five (5) business days to accept such quote via email. Upon Customer acceptance of the quote, such quote will become the Work Order pursuant to these Terms and any additional terms and conditions contained in such Work Order. Fulfillment of the Work Order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. Any such Customer terms and conditions are hereby rejected.
3. 3. QUALITY: Electronics shall not have been de-manufactured, dis-assembled, nor components removed prior to transfer of such Electronics to WMRA, except as may be indicated in any work instructions promulgated by WMRA for the purposes of compliance with these Terms (collectively “Specifications”). Electronics shall exclude, and Customer agrees not to deposit, nor permit the deposit for collection of, any waste tires, radioactive, volatile, corrosive, flammable, explosive, biomedical, infectious, bio-hazardous, regulated medical or hazardous waste, toxic substance or material, as defined by, characterized or listed under applicable federal, state, or local laws or regulations, any materials containing information (in hard copy or electronic format, or otherwise) which information is protected or regulated under any US or foreign local, state or federal privacy or data security laws, including, but not limited to the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), or other material not approved in writing by WMRA (collectively, “Excluded Materials”). In the event that the Electronics do not meet the Specifications, WMRA may reject the Electronics or may process the Electronics and Customer may be charged handling, processing, transportation and disposal fees related to such non-conforming Electronics. All additional charges may include a profit margin. Title to and liability for Excluded Material shall remain with Customer at all times. Title to Customer’s Electronics is transferred to WMRA upon WMRA’s receipt if Customer is providing secure transportation; otherwise title and liability shall remain with Customer until delivery receipt at WMRA’s designated location.
4. 4. DATA PROTECTION/INDEMNIFICATION/WAIVER.
   1. 4.1 Customer is advised that data security for Electronics is a risk, particularly where Customer discards and disposes of Electronics at a collection site, and during transport. If Customer wishes to ensure data security during transport, Customer may provide, or Customer may have WMRA provide at additional cost to Customer, sealed transport from Customer’s location to the processing facility. Additional data security is provided once the Electronics are in WMRA’s control or that of its designee at the processing facility, and devices are then either wiped, degaussed, or shredded in order to destroy Customer data.
   2. 4.2 Customer waives any claims it may have and agrees to indemnify, hold harmless and defend WMRA, and its parent, corporate affiliates, subsidiary companies, owners, officers, directors and employees (collectively, the “WM Indemnitees”), from and against any and all liabilities which any or all of the WM Indemnitees may suffer, incur, be responsible for or pay out which occur prior to collection by WMRA of Electronics, (i) if Customer has no sealed transport for the Electronics while in transport, and/or (ii) does not provide asset tracking, arising from or relating to any breaches of data security including, but not limited, to claims arising from or information loss under the breach of any confidentiality provision, HIPAA, the Gramm-Leach-Bliley Act of 1999, the Right to Financial Privacy Act of 1978, as amended, any other privacy or data security law (all such information “Protected Information”).
   3. 4.3 Asset tracking requires Customer to provide adequate documentation of assets to be tracked or serialized such that WMRA is able to confirm receipt of items and cross-check assets tracked or serialized (“Asset Tracking”). Asset Tracking Services will incur additional charges.
5. 5. PAYMENTS. WMRA shall net values owed to Customer by WMRA and charges to be paid to WMRA by Customer and provide Customer a payment or invoice for such netted amount. The payment or invoice to Customer for Services covered under these Terms and any Work Order will include the values and charges that have been processed by WMRA. State and Local taxes, if applicable, will also be added. Customer must provide a tax exemption certificate if applicable. Any Customer invoice balance not paid within thirty (30) days of the date of invoice is subject to a late fee, and any Customer check returned for insufficient funds is subject to a NSF fee, both to the maximum extent allowed by applicable law. Payment should be sent to: WM Recycle America, LLC, ATTN: Lockbox 73356; 131 S Dearborn – 6 ^th floor, Chicago, IL 60603.
6. 6. EQUIPMENT, ACCESS AND SHIPPING. Service arrangements shall be agreed by the Parties and unless otherwise agreed to Customer is responsible for supplying sufficient equipment (i.e., pallet jacks, forklifts, etc.) and personnel to efficiently tender the Electronics to WMRA or its designated carrier. Customer shall be responsible for any loss, damage or destruction to the trailer/vehicle for any cause while loading the trailer/vehicle. Customer shall load all equipment safely and not overload, move or alter any equipment, including trailers, provided by WMRA and shall use it only for its intended purpose. Customer shall provide safe and unobstructed access to the equipment on the scheduled collection day. WMRA may suspend services or terminate the Services in full or in part in the event Customer violates any of the requirements of this provision. Customer shall pay, if charged by WMRA, an additional fee for any service modifications caused by or resulting from Customer’s failure to provide access. If Customer is providing transportation services, Customer shall deliver Electronics, at Customer’s expense, to the designated processing center. Customer shall contact eCycling Customer Service at 1-866-913-0882 or via email at myewastepickup@wm.com (or such other contact or Customer Service Representative as may be designated by WMRA from time-to-time) prior to shipping Electronics in order to schedule dock time for unloading, processing and documentation of the Electronics, as well as to obtain the location where to ship the Electronics. Customer warrants that Customer’s property is sufficient to bear the weight of WMRA’s equipment and vehicles and agrees that WMRA shall not be responsible for any damage to the Customer’s pavement or any other surface resulting from the equipment or WMRA’s services.
7. 7. WARRANTIES: Customer warrants that the Electronics conform to the Specifications and it has good title to the Electronics delivered, and that title to the same is conveyed free from liens, encumbrances, and security interests. Further Customer represents and warrants that the Electronics to be collected or delivered shall be only those Electronics as set forth in a Work Order.
8. 8. INDEMNITY:
   1. 8.1 Customer agrees to indemnify, defend and save the WM Indemnitees harmless from and against any and all liability which any WM Indemnitee may be responsible for or pay out (a) as a result of bodily injuries (including death), property damage, or any violation of law to the extent caused by Customer’s breach of these Terms or by any act or omission of the Customer or its employees, agents or contractors, or (b) with respect to the Excluded Materials.
9. 9. REMEDIES AND WAIVER: A Party’s remedies hereunder are not exclusive and are in addition to any other remedies at law or in equity. A Party shall not be deemed to waive any remedy available to it or any right under these Terms, at law or in equity, by virtue of any act or forbearance in enforcing such rights or remedies.
10. 10. FEES, COSTS AND TAXES: Customer shall pay all license fees, assessments and sales, use and other taxes imposed as a result of the Services, excepting only taxes imposed on or measured by income of WMRA.
11. 11. FORCE MAJEURE: Except for the obligation to make payments hereunder, neither Party shall be in default for its failure to perform or delay in performance caused by events or significant threats of events beyond its reasonable control, whether or not foreseeable including, but not limited to, strikes, labor trouble, riots, imposition of laws or governmental orders (or taxes, surcharges or fees arising thereunder or resulting therefrom), fires, acts of war or terrorism, acts of God, and the inability to obtain equipment, and the affected Party shall be excused from performance during the occurrence of such events.
12. 12. NOTICES: Any notice to be given hereunder shall be sent certified mail effective the date of mailing or by a recognized National overnight carrier service effective upon receipt, to WMRA at 800 Capitol St, Suite 3000, Houston TX, 77002, Attn: President and 800 Capitol St, Suite 3000, Houston TX 77002, Attn: Law Department. Customer notices will be sent to the address listed on the New User Registration form.
13. 13. MISCELLANEOUS:
    1. 13.1 Relationship of Parties: Nothing contained in these Terms or any Work Order shall be intended to create, or does create, a partnership, joint venture, fiduciary or agency relationship.
    2. 13.2 Subcontractors: WMRA may subcontract any portion of the Services as determined in WMRA’s reasonable discretion.
    3. 13.3 Waiver: Except as otherwise provided herein, neither Party's waiver of any default or failure to enforce, the observance and performance of any term or condition of these Terms or any Work Order at any time shall in any way affect, limit or waive such Party's right thereafter to enforce or compel strict compliance herewith and with every such term and condition. No course of dealings between the Parties, no waiver by WMRA or Customer, and no refusal or neglect of WMRA or Customer to exercise any right hereunder or to enforce compliance with the terms of these Terms or any Work Order shall constitute a waiver of any provision herein with respect to any prior or subsequent breach, actions or omissions hereunder, unless such waiver is expressed in writing and signed by the waiving Party.
    4. 13.4 Rights and Remedies: Any specific right or remedy provided in these Terms shall not be exclusive but will be cumulative of all other rights and remedies set forth herein or allowed by law.
    5. 13.5 Litigation: If there is any litigation between the Parties with respect to these Terms or Services, then the prevailing Party (the Party entitled to recover costs of suit at such time as all appeals have been exhausted or the time for taking such appeals has expired) shall be entitled to recover court costs and reasonable attorneys' and experts' fees in addition to such other relief as the court may award. These rights and obligations will survive the expiration and termination of the Services.
    6. 13.6 Headings: The headings of Sections in these Terms are for convenience and reference only, and they shall in no way define, limit or describe the scope thereof and will not be considered in the interpretation or construction hereof.
    7. 13.7 Survival: Any term or condition of these Terms intended by its terms to be observed or performed by either Party after the expiration or termination hereof shall survive such expiration or termination and continue thereafter in full force and effect.
    8. 13.8 Assignment; Successors and Assigns. These Terms are not assignable by Customer without the prior written consent of WMRA. A transfer by Customer of substantially all of its assets to another entity (whether in one transaction or a series of transactions), or the merger or consolidation of a party with another entity, or the transfer of a controlling ownership interest of Customer, will be deemed to constitute an assignment of these Terms. Subject to the foregoing, these Terms are binding upon the successors and assigns of each party.
    9. 13.9 Governing Law: These Terms shall be interpreted, construed and enforced in accordance with the laws of the state of Texas without reference to its conflicts of law principles.
    10. 13.10 DISPUTE RESOLUTION-ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. BINDING ARBITRATION: Except for those claims expressly excluded below (EXCLUDED CLAIMS), Customer and WMRA agree that ANY and all existing or future controversy or claim between them arising out of or related to the Services under these Terms or any prior agreements between the parties, whether based in contract, law or equity or alleging any other legal theory, or arising prior to, in connection with, or after the termination of the Services under these Terms or any other agreements, shall be resolved by mandatory binding arbitration (see www.wm.com for details on arbitration procedures). CLASS ACTION WAIVER: Customer and WMRA agree that under no circumstances, whether in arbitration or otherwise, may Customer bring any claim against WMRA, or allow any claim that the Customer may have against WMRA to be asserted, as part of a class action, on a consolidated or representative basis or otherwise aggregated with claims brought by, or on behalf of, any other entity or person, including other customers of WMRA. EXCLUDED CLAIMS: The following are not subject to mandatory binding arbitration: (A) either party’s claims against the other in connection with bodily injury or real property damage and for environmental indemnification; and (B) WMRA’s claims against Customer for collection or payment of Charges, damages (liquidated or otherwise) or any other amounts due or payable to WMRA by the Customer under these Terms or any prior agreements between the parties, but Customer and WMRA may mutually agree to arbitrate any Excluded Claims.

Entirety of Agreement; Modification: These Terms and any Work Orders issued hereunder contain the entire agreement and understanding between the parties and supersede any prior agreements, understandings, or discussions between the parties. It may not hereafter be added to, altered or modified except by written instrument signed by both parties.