Last Modified on December 18, 2014
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
Welcome to the repurposecompostables.com website (the “Site”). Your access and use of the Site and of features
and services provided by Repurpose, Inc. (“Repurpose,” “we,” “us,” or “our”) through the Site (individually and
You must agree to this ToU in order to use the Service. If you use the Service, or click to accept or agree to this
ToU if presented to you in a user interface for the Service, we will understand this as your acceptance of this ToU
and your agreement to all of its terms and conditions. By accepting this ToU or using the Service, you represent
and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not
accept this ToU, then you may not use the Service.
1. ToU Updates. Repurpose may update this ToU at any time and Repurpose will post the updated version of this
ToU on the Site. You understand and agree that you will be deemed to have accepted the updated ToU if you use
the Service after the updated ToU is posted on the Site. If at any point you do not agree to any portion of this ToU
then in effect, you must immediately stop using the Service.
2. Provision of the Service. You are responsible for any Internet connection and telecommunications fees and
charges that you incur when accessing the Service. You acknowledge and agree that Repurpose may make changes
to the Service at any time without notifying you in advance.
3. Termination of Service. Repurpose reserves the right to deny service to any person or entity at Repurpose’s
sole and absolute discretion. You acknowledge and agree that Repurpose may stop providing the Service or restrict
your use of the Service at any time, without notifying you in advance, for any reason or no reason, including,
without limitation, for any violation of this ToU and/or if Repurpose suspects that you have used any aspect of the
Service to conduct any fraudulent or illegal activity.
4. Restrictions and Conditions of Use.
4.1. Use of the Site. Repurpose permits you to view and use the Site solely for your personal, noncommercial
use. You agree not to license, create derivative works from, transfer, sell or re-sell any information,
content, materials, data or services obtained through the Service.
4.2. Accessing the Service. You agree not to access, or attempt to access, the Service by any means other
than through the user interface provided through the Site provided by Repurpose. You specifically agree not to
access, or attempt to access, the Service through any automated means (including, without limitation, through the
use of scripts, bots, spiders or web crawlers).
4.3. No Violation of Laws. You agree that you will not, in connection with your use of the Service, violate
any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not
make available through the Service any material or information that infringes any copyright, trademark, patent,
trade secret, or other right of any party (including rights of privacy or publicity).
4.4. Use Restrictions. You may not connect to or use the Service in any way that is not expressly permitted
by this ToU.
a. You may not: (i) cause, permit or authorize the modification, creation of derivative works,
translation, reverse engineering, decompiling, disassembling or hacking of the Service; (ii) sell, assign, rent, lease,
act as a service bureau, or grant rights in the Service, including, without limitation, through sublicense, to any other
person or entity without the prior written consent of Repurpose; or (iii) make any false, misleading or deceptive
statement or representation regarding Repurpose and/or the Service.
b. Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved
in any type of attack including, without limitation, denial of service attacks, upon the Service (or any servers,
systems or networks connected to the Service) or otherwise attempt to obstruct, disrupt or interfere with the
operation of the Service or any other person’s or entity’s use of the Service (or any servers, systems or networks
connected to the Service); (ii) attempt to gain unauthorized access to the Service, or any servers, systems or
networks connected to the Service; (iii) use the Service for any commercial purpose or the benefit of any third
party, or charge any person or entity, or receive any compensation for, the use of the Service, unless you are
specifically authorized to do so in a separate written agreement with Repurpose; (iv) use the Service to (y) develop,
generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; or (z) perform any
unsolicited commercial communication not permitted by applicable law; or (v) engage in any activity that (A)
constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to
children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or
assumes any person’s identity (whether a real identity or online nickname or alias); or (D) violates any applicable
law, ordinance, rule, regulation or treaty.
4.5. No Data Mining or Harmful Code. You agree that you will not (a) obtain or attempt to obtain any
information from the Service; (b) intercept, examine or otherwise observe any proprietary communications protocol
used by the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any
type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse routing, trap
door, time bomb or any other codes, instructions or third party software that is designed to provide a means of
surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Service.
4.6. Violation of this ToU. You acknowledge and agree that you are solely responsible, and Repurpose has
no responsibility or liability to you or any other person or entity, for any breach by you of this ToU or for the
consequences of any such breach. Repurpose may, at its option, terminate its relationship with you if it determines
you are using the Service in violation of this Section 4 or any other terms of this ToU.
5.1. Links from the Site. The Site contains links to websites operated by other parties. Repurpose provides
these links to other websites as a convenience and use of these websites is at your own risk. The linked websites
are not under the control of Repurpose and Repurpose is not responsible for the content available on the other
websites. Such links do not imply Repurpose’s endorsement of information or material on any other website and
Repurpose disclaims all liability with regard to your access to and use of such linked websites.
5.2. Links to the Site. Unless otherwise set forth in a written agreement between you and Repurpose, you
must adhere to Repurpose’s linking policy as follows: (a) the appearance, position and other aspects of the link
may not be such as to damage or dilute the goodwill associated with Repurpose’s and/or its licensors’ names and
trademarks; (b) the appearance, position and other attributes of the link may not create the false appearance that
your organization or entity is sponsored by, affiliated with, or associated with Repurpose; and (c) when selected by
a user, the link to the Site must display the Site on full-screen and not within a “frame” on the linking Site.
Repurpose reserves the right to revoke its consent to the link at any time and in its sole discretion.
6. Intellectual Property.
6.1. Trademarks. The Repurpose name and logo are trademarks and service marks of Repurpose. Unless
permitted in a separate written agreement with Repurpose, you do not have the right to use any of Repurpose’s
trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and
state trademark laws.
6.2. Ownership. You acknowledge and agree that Repurpose, or its licensors, owns all right, title and
interest in and to the Service, including all intellectual property, industrial property and proprietary rights
recognized anywhere in the world at any time and that the Service are protected by U.S. and international copyright
laws. Further, you acknowledge that the Service may contain information that Repurpose has designated as
confidential and you agree not to disclose such information without Repurpose’s prior written consent.
6.3. Third Party Software and Services. The Service may be incorporated into technology, software and
services owned and controlled by third parties. Use of such third party software or services is subject to the terms
terms of service posted on third party websites), and you agree to look solely to the applicable third party and not to
Repurpose with respect to your rights in relation to such third party software, technology and/or services.
immediately stop using the Service. By using the Service, you agree to the then-current versions of the ToU and
8. Location. The Service is operated by Repurpose in the United States. If you choose to access the Service from
a location outside of the United States, you do so on your own initiative and you are responsible for compliance
with applicable local laws.
9. Children. The Service is not directed toward children under 13 years of age nor does Repurpose knowingly
collect information from children under 13. If you are under 13, please do not submit any personal information
about yourself to Repurpose.
10. DISCLAIMER OF WARRANTIES.
10.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR
SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS
WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
10.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPURPOSE
EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION,
WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING
OR USAGE OF TRADE.
10.3. REPURPOSE MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR
RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE
PERFORMANCE OF, THE SERVICE.
10.4. REPURPOSE DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO
ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT
OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c)
YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION
OF THE SERVICE WILL BE CORRECTED; OR (e) THE SERVICE IS FREE OF VIRUSES OR OTHER
10.5. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR
OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE
OR OTHER DEIVCE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers
may not apply to you.
11. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.
11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPURPOSE, AND
ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED
PARTIES”), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR:
a. ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF REPURPOSE AND/OR THE
RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY
OF ANY SUCH LOSSES OR DAMAGES;
b. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY;
c. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS,
INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SERVICE.
11.2. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF
REPURPOSE OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or
incidental damages, in such states or jurisdictions, the liability of Repurpose and the Related Parties shall be limited
to the fullest extent permitted by law.
12. Indemnification. You agree to indemnify, defend and hold Repurpose and the Related Parties harmless from
any and all claims, demands, damages or other losses including, without limitation, reasonable attorneys’ fees,
resulting from or arising out of (a) your use of the Service or (b) your breach of this ToU or any other policies that
Repurpose may issue for the Service from time to time.
13. Governing Law; Jurisdiction. This ToU is governed by California law, without regard to conflict of laws
principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is
expressly excluded. You and Repurpose agree that, except as otherwise provided in Section 14 below, the state and
federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes
arising out of or related to this ToU or your use of the Service and agree to submit to the personal jurisdiction and
venue of these courts. Notwithstanding the foregoing, Repurpose shall be allowed to apply for equitable remedies
(including injunctions) in any jurisdiction.
14. Binding Arbitration.
14.1. Arbitration Procedures. You and Repurpose agree that, except as provided in Section 14.4 below,
all disputes, controversies and claims related to this ToU (each a “Claim”), shall be finally and exclusively resolved
by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to
the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be
conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the
arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this ToU. In the event of a conflict
between the terms set forth in this Section 144 and the JAMS Rules, the terms in this Section 144 will control and
Except as otherwise set forth in Section 14.4, you may seek any remedies available to you under federal, state or
local laws in an arbitration action. As part of the arbitration, both you and Repurpose will have the opportunity for
discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written
statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and
conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to
arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator.
Except as otherwise provided in this ToU, (a) you and Repurpose may litigate in court to compel arbitration, stay
proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the
arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has
jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND
REPURPOSE WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
14.2. Location. The arbitration will take place in Los Angeles, California, unless the parties agree to
video, phone and/or internet connection appearances.
14.3. Limitations. You and Repurpose agree that any arbitration shall be limited to the Claim between
Repurpose and you individually. YOU AND REPURPOSE AGREE THAT (a) THERE IS NO RIGHT OR
AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE
CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE
BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY
GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
14.4. Exceptions to Arbitration. You and Repurpose agree that the following Claims are not subject to
the above provisions concerning binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the
validity of, any of your or Repurpose’s intellectual property rights; (b) any Claim related to, or arising from,
allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In
addition to the foregoing, either party may assert an individual action in small claims court for Claims that are
within the scope of such court’s jurisdiction in lieu of arbitration.
14.5. Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration
initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the
arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
14.6. Severability. You and Repurpose agree that if any portion this Section 14 is found illegal or
unenforceable (except any portion of Section 14.4), that portion shall be severed and the remainder of the Section
shall be given full force and effect. If Section 14.4 is found to be illegal or unenforceable then neither you nor
Repurpose will elect to arbitrate any Claim falling within that portion of Section 14.4 found to be illegal or
unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County
of Los Angeles, State of California, United States of America, and you and Repurpose agree to submit to the
personal jurisdiction of that court.
15.1. ToU Revisions. This ToU may only be revised in a writing signed by Repurpose, or published by
Repurpose on the Site.
15.2. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship
exists between you and Repurpose as a result of this ToU or your use of the Service.
15.3. Assignment. Repurpose may assign its rights under this ToU to any person or entity without your
consent. The rights granted to you under this ToU may not be assigned without Repurpose’s prior written consent,
and any attempted unauthorized assignment by you shall be null and void.
15.4. Severability. If any part of this ToU is determined to be invalid or unenforceable, then that portion
shall be severed, and the remainder of the ToU shall be given full force and effect.
15.5. Attorneys’ Fees. In the event any litigation or arbitration is brought by either party in connection
with this ToU, the prevailing party shall be entitled to recover from the other party all reasonable costs, attorneys’
fees and other expenses incurred by such prevailing party in the litigation.
15.6. No Waiver. Our failure to enforce any provision of this ToU shall in no way be construed to be a
present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later
time. An express waiver by Repurpose of any provision, condition or requirement of this ToU shall not be
understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later
15.7. Notices. All notices given by you or required under this ToU shall be in writing and sent to:
15.8. Export Administration. You must comply with all export laws and regulations of the United States
or any other country (“Export Controls”) and you shall not export, direct or transfer any portion of the Service, or
any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.
15.9. Equitable Remedies. You acknowledge and agree that Repurpose would be irreparably damaged if
the terms of this ToU were not specifically enforced, and therefore you agree that we shall be entitled, without
bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToU, in
addition to such other remedies as we may otherwise have available to us under applicable laws.
15.10. Entire Agreement. This ToU, including the documents referenced in this ToU, constitutes the
entire agreement between you and Repurpose with respect to the Service and supersedes any and all prior
agreements between you and Repurpose relating to the Service.