Terms of Use – Recycle Coach at Work – Municipal Media Corp.

Acceptance of Terms.

By using our “Recycle Coach” online solid waste and recycling information services (collectively, “Services”) provided through our software or any application software for any platform that you may download from us (collectively, the “Software”), you agree to these terms of use (the “Terms of Use”). The Software is the property of Municipal Media Corp. (“Municipal Media”, “us”, “we”, or “our”). We may change these Terms of Use at any time without notice. You, as an organization, will use the Services and the Software (the “User”) to make the Services available to your employees and other members of your organization, represent and agree to follow all of the terms and conditions set forth herein. Users are responsible for compliance with any local laws applicable to their use of the Services or the Software Any alteration by you of the nature, level, or quantity of the Services purchased from us will not constitute a repudiation of your agreement to these Terms of Use.

Content.

All text, graphics, interfaces, photographs, trademarks, logos, sounds, music, and computer code (collectively, “Content”), including the design, structure, coordination, expression, and “look and feel” of such Content, contained on the Software or otherwise used in connection with the Services is owned and controlled by Municipal Media. No part of the Software and no Content may be copied, reproduced, displayed, transmitted, encoded, or republished, in any way, without our express prior written consent. Without limiting the foregoing, and excluding all User Data (as defined below), Municipal Media specifically claims copyright in all images and artwork accessed through the Software. Notwithstanding the above, any logos, images, or non-public information that may be uploaded by the User to the Software (the “User Data”) will remain the exclusive property of that User at all times and will be deleted or returned by us at the time the User ceases to use the Services and Software.

Use of Services.

You agree to use the Software and Services in connection with their intended purposes, and not for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of illegal activity. You agree that you will not take any action that imposes an unreasonable load on the infrastructure of the Software or our systems or networks. You agree not to attempt to interfere with the proper working of the Software or any transaction or Service being conducted on the Software, or with any other person’s use of the Software. You may not post any content to the Software which is inappropriate, offensive, or untrue. The information that you provide to us or on the Software must be true, correct, accurate, and reliable. You acknowledge that our effective delivery of the Services is reliant upon the accuracy of the User Data provided to us by the User, as well as the accuracy of other information made publicly available by the User upon which we may rely.

Indemnity.

You agree to indemnify and hold us and our officers, directors, shareholders, predecessors, successors in interest, employees, agents, legal and professional advisors, subsidiaries, and affiliates, harmless from any and all direct and indirect demands, losses, liability, claims, or expenses (including legal fees), made against us by any third party due to or arising out of or in connection with, directly or indirectly, your use of the Software and/or Services.

Limitation of Liability.

You agree that we will not be liable to you for any indirect, consequential, exemplary, incidental, or punitive damages, including lost profits, even if we have been advised of the possibility of such damages. If, notwithstanding the other provisions of these Terms of Use, we are found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Software, any Services, or any Content, you agree that our liability shall in no event exceed the total annual fee payable by you to us in connection with the Services.

Privacy.

Our Privacy Policy applies to use of this Software, and its terms are made a part of these Terms of Use by reference. The current version of our Privacy Policy can always be viewed through the Software.

Password and Security.

You are entirely responsible for maintaining the confidentiality of your account information, and for any and all account activity that occurs as a result of your failure to keep this information secure. You may be held liable for losses incurred by us or any other user of the Software or the Services due to your failure to keep your account information secure and confidential.

Disclaimer.

We do not promise that the Software or any Content or feature will be error-free or uninterrupted, or that your use of the Software will provide specific results. The Software, Services, and its Content are delivered on an “as-is” and “as-available” basis, and the accuracy of the Services is reliant on the accuracy of the User Data and other publicly-accessible information generated by the User. All information provided on the Software is subject to change without notice. We cannot ensure that any files or other data you access or download from or through the Software will be free of viruses or destructive features. We disclaim all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability, and fitness for a particular purpose. We disclaim any and all liability for the acts, omissions, and conduct of any third parties in connection with or related to your use of the Software and/or any Services. You assume total responsibility for your use of the Services, the Software, and any linked sites.

Violations of Terms of Use/Termination:

We reserve the right to disclose any information we have about you if such disclosure is necessary to (1) comply with a court order or other legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect our rights, property, or personal safety or those of our employees, users, customers, and the public. We may terminate and/or suspend your account immediately, without notice, if there has been a violation of these Terms of Use or other policies and terms posted on the Software by you or by someone using your credentials. We may, without prior notice, terminate your access to the Software, for cause, including, but not limited to (1) requests by law enforcement or other government agencies, (2) a request by you, (3) discontinuance or material modification of the Software or any Services, or (4) unexpected technical issues or problems. We shall not be liable to you or any third party for any termination of your access to the Software and/or the Services.

Governing Law.

You agree that all matters relating to your use of the Software, including all disputes, will be governed by the laws of the State of Delaware and the United States of America. Any dispute arising from these Terms of Use, the Software, Services, or Content shall be determined by a Court in the City of Wilmington, State of Delaware.

Severability.

If any of the provisions of these Terms of Use are held by a Court to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect.