Legal

R.City-Mill Program Terms

These R.City-Mill Program Terms (these “Program Terms”) supplement the Mill Terms of Service (the “Mill Terms”) and apply to you if you are a customer of any joint offering made by Recycled City, LLC (“R.City”) and Mill Industries Inc. (“Mill”) to provide you with services, including use of the Mill kitchen bin or R.City pick-up services (collectively, the “Services”), as part of a service plan (an “R.City-Mill Plan”). These Program Terms are effective on the date you enroll in an R.City-Mill Plan and are in effect until the date when your R.City-Mill Plan terminates. Capitalized terms used in these Program Terms, unless otherwise defined herein, have the meanings set forth in the Mill Terms.

1. Eligibility Requirements. To be eligible to enroll in an R.City-Mill Plan, the following conditions must be met:

• You reside in a region serviced by R.City, at an address that is serviceable by R.City, as may be changed and/or determined by R.City in its sole discretion; and
• You have accepted and are in compliance with these Program Terms, the Mill Terms, and any other terms and conditions provided by Mill or R.City.

1. Term and Payments. The term of your R.City-Mill Plan (e.g., monthly or annual terms) is based on what you choose at the time of purchase. Even if you are charged for your first service fees at checkout, the term of your R.City-Mill Plan will begin on the date your Mill kitchen bin is delivered to your designated address. You will be billed for service fees on approximately the same day of the month or year, as applicable, as this date. If you are an existing R.City customer, your R.City plan will terminate on the date your Mill kitchen bin is delivered. You understand that your R.City-Mill Plan may be suspended or terminated in whole or in part by Mill or R.City at any time with or without cause. If your R.City-Mill Plan is terminated without cause, you will be entitled to a prorated refund for the unused portion of your term.

2.1. Payments during your initial term. The amount of your first payment will be shown to you at the time of purchase, and the amount of your next payment and your selected plan type will be displayed in your account on the Mill website. You agree to pay the service fees in the amount and on the schedule indicated to you at the time of purchase, plus any applicable taxes on these payments, and authorize us to automatically charge these fees and taxes to your designated payment method. Applicable taxes may change.

2.2. Payments in renewal terms. Your R.City-Mill Plan includes enrollment in an ongoing and recurring payment plan, and will automatically renew at the end of the initial term and each subsequent term if you do not cancel at least 24 hours before the renewal date. You agree to pay, and authorize us to automatically charge you, the then-current service fees for your plan and any applicable taxes at the start of every new billing period until your plan is canceled or terminated.

Service fees may change for subsequent terms. If the amount of your service fees is going to change (other than a change in taxes), we will notify you of the new amount to be charged and the date of the charge in advance. Amounts owed for committed but unpaid billing periods will not change. If you do not want to pay the new service fees, you must cancel at least 24 hours before the renewal date or you will be charged the new amount each billing period until you cancel.

2.3. Committed payments and cancellation. Your R.City-Mill Plan may include a non-refundable twelve-month (12-month) commitment, paid on a monthly basis in equal installments. If you cancel this type of R.City-Mill Plan early, you authorize us to automatically charge your designated payment method the amount owed for the remainder of your term and other charges associated with the use and return of your bin. At the end of your initial 12-month term, your R.City-Mill Plan will renew for an additional 12-month term unless you cancel.

Instructions on how to cancel can be found in the Mill Terms, or you may contact support@mill.com. Your Mill kitchen bin must be returned to effect cancellation. If you cancel your R.City-Mill Plan, your cancellation will take effect at the end of your current term, which may be later than the end of your current billing period if you have enrolled in a plan that is paid in installments.

2.4. Refunds. When you cancel an R.City-Mill Plan, you cancel only future charges after the end of your existing committed term. You will not receive a refund for your current term and may still owe additional service fees, but you will continue to have full access to the Services until the end of your current plan term. We may provide refunds, discounts, or other consideration to users at any time and for any reason. Providing a refund or other consideration in one instance does not entitle you or anyone else to any refunds or consideration in the future.

If you have an existing R.City plan, it will automatically be canceled when your Mill kitchen bin is delivered, and R.City will refund any amounts you have paid for services not rendered under that R.City plan.

2.5. Other payment terms. Service plans or other products or services may be offered as one-time purchases rather than on a subscription basis. One-time purchases may not be canceled unless otherwise specified by us at the time of purchase or in accordance with these Program Terms. Combination of any other offer or promotional pricing with an R.City-Mill Plan may be restricted in Mill’s sole discretion.

1. 30-Day Trial Promotional Offer. Your plan may include a promotional thirty (30) day trial of the Services during which you will not be charged for the Services (the “Trial Period”). Your 30-day trial will be subject to Mill’s 30-Day Free Trial Terms, as listed on Mill’s website and subject to change from time to time. If you have an existing R.City plan, you will receive an R.City pickup after your Trial Period begins as part of your existing R.City plan and a second pickup before the Trial Period ends at no charge. If you do not have an existing R.City plan, you will receive one R.City pickup during your Trial Period at no charge.

At the end of the Trial Period, you will be charged for your R.City-Mill Plan if you have not canceled your subscription in accordance with these Program Terms and the Mill Terms.

1. Existing R.City Subscription. ANY BILLING ERRORS OR DISPUTES REGARDING PAYMENTS RELATED TO AN EXISTING SUBSCRIPTION WITH R.CITY ARE SOLELY BETWEEN YOU AND R.CITY, AND YOU AGREE MILL IS NOT RESPONSIBLE FOR ANY BILLING ERRORS, INACCURATE CHARGES, OR UNREFUNDED AMOUNTS RELATED TO YOUR R.CITY SUBSCRIPTION. UNLESS YOU CANCEL BEFORE THE END OF THE TRIAL PERIOD, CANCELING YOUR R.CITY-MILL PLAN WILL ALSO CANCEL YOUR ORIGINAL R.CITY SUBSCRIPTION SERVICE. IF YOU CANCEL BEFORE THE END OF THE TRIAL PERIOD, YOUR ORIGINAL R.CITY SUBSCRIPTION WILL ALSO BE CANCELED UNLESS OTHERWISE AGREED UPON DIRECTLY BY YOU AND R.CITY.

1. R.City Pickups. Unless otherwise indicated at the time you purchase, your R.City-Mill Plan or otherwise communicated to you, your R.City-Mill Plan will include one free (1) pickup of Food GroundsTM and other organic matter accepted by R.City each monthly billing period. Additional pickups may be available for an added fee, which R.City will invoice you for separately; to schedule an additional pickup, contact R.City at info@recycledcity.com. The date and time of pickups is at R.City’s sole discretion, and will be communicated to you by R.City in advance of each pickup either by text message or email. If R.City offers you the ability to schedule or reschedule a pickup, that does not guarantee it will do so again in the future. Your bucket will be picked up from the location you have provided at approximately the time communicated to you by R.City. If R.City attempts to complete a pickup but is unable to for any reason that is not the fault of Mill or R.City, that will count as your monthly pickup and an additional fee will be required to schedule another pickup in that monthly period. YOU UNDERSTAND THAT R.CITY MAY NEED TO ENTER YOUR PREMISES OR PROPERTY TO PERFORM THE PICKUP SERVICES, AND EXPRESSLY GRANT R.CITY AND ITS AGENTS THE RIGHT TO DO SO. R.City and Mill have no obligation to honor more than one pickup request per month; if they do, it does not guarantee they will continue to do so in the future. Mill reserves the right to discontinue R.City pickup services at any time and instead offer alternative pickup options at its discretion; if we do, you will have up to sixty (60) days to cancel your R.City-Mill Plan and request a prorated refund for the remainder of your then current term. You are not allowed to pause your R.City-Mill Plan, and will not be entitled to a refund for choosing not to schedule an R.City pickup in a given month.

1. R.City-Mill Plan Components. The products and services offered pursuant to any R.City-Mill Plan are subject to change at any time at Mill and R.City’s discretion. Supply of Mill kitchen bins is limited. You agree Mill and R.City are not liable for late deliveries or pickups. Unless otherwise stated at the time of purchase, your R.City-Mill Plan does not include the ability to participate in the Food Grounds Supply Program, and the material picked up by R.City will not be sent to Mill.

R.City may offer products and services separate from the R.City-Mill Plan you purchase, such as Farm Boxes, and any additional charges or fees related to such products or services will be billed by R.City and are separate and unrelated to your R.City-Mill Plan.

Any services you purchase from Mill or R.City are personal to you and may not be used by or transferred to anyone else. This does not prohibit you from allowing guests to use your bin on a non-commercial basis.

1. Warranty and Limitation of Liability. Unless otherwise stated at the time of purchase, your R.City-Mill Plan includes the Membership Warranty found on Mill’s website at mill.com/legal/warranty for so long as your R.City-Mill Plan is active and fully paid. HOWEVER, YOUR WARRANTY ONLY COVERS YOUR MILL KITCHEN BIN AND THE SERVICES PROVIDED BY MILL, AND DOES NOT COVER ANY SERVICES PROVIDED BY R.CITY (ANY SUCH SERVICES, THE “R.CITY SERVICES”), INCLUDING BUT NOT LIMITED TO THE R.CITY PICKUP SERVICE, REGARDLESS OF WHETHER OR NOT THEY ARE OFFERED AS PART OF A SINGLE SERVICE PLAN. MILL WILL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND IN CONNECTION WITH THE R.CITY SERVICES, NOR WILL R.CITY BE RESPONSIBLE OR LIABLE IN ANY WAY FOR THE PRODUCTS OR SERVICES PROVIDED TO YOU BY MILL. WITHOUT LIMITING THE EXPRESS WARRANTIES AND OBLIGATIONS HEREIN AND IN THE MEMBERSHIP WARRANTY, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER MILL NOR R.CITY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE STANDARD TERMS, YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO MILL AND R.CITY FOR ANY DAMAGES ARISING OUT OF YOUR (OR YOUR GUESTS’) USE OF THE SERVICES, ANY BREACH BY YOU OF THESE PROGRAM TERMS, AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS UNDER THE STANDARD TERMS.

1. Mill Terms. In the event of a conflict between these Program Terms and the Mill Terms, these Program Terms will control. The following sections of the Mill Terms will not apply to your use of the Services while your R.City-Mill Plan is in effect: Section 2 (“Mill Reservation Program”); Section 3(c) (“Redeeming Reservation Credits”); and Section 5 (“Food Grounds Supply Program”).

1. Data. You acknowledge and agree that: (a) Mill and R.City may share certain information with each other in connection with providing you with an R.City-Mill Plan and the Services, such as your name, email, address, activation date, device and mobile app usage and technical data, survey data, subscription status, and usage of R.City and Mill services, and may collect other relevant information about you in connection with offering, providing, improving, and maintaining the Services; and (b) Mill and R.City may collect, use, disclose, process, and share information regarding your use of the Services with one another and certain other third-parties in accordance with their respective privacy policies to offer, evaluate, enable, manage your participation in, provide support for, and improve the R.City-Mill Plans and/or Services. Mill’s Privacy Policy may be found at mill.com/legal/privacy-policy, and R.City’s may be found at https://recycledcity.com/privacy-policy.

1. Switching to a Mill Plan. If at any time you switch to a Mill service plan that does not include services provided by R.City, these Program Terms will immediately terminate and your use of the Services will be governed by the Mill Terms and any other agreements provided to you when transitioning to your new service plan. If you become ineligible to receive an R.City-Mill Plan, or Mill or R.City terminate your access to your R.City-Mill Plan, Mill will notify the email account associated with your Mill account. When your R.City-Mill Plan ends, you agree to cooperate with Mill and R.City as requested to return any Mill kitchen bins you have received.