You can find the prior version of our Terms of Service here.
Mill Terms of Service
The Mill™ Terms of Service (“Terms”) apply to any sale or use of products and services provided by Mill Industries Inc. and its affiliates (collectively, “Mill,” “we,” or “us”), including the sale or rental of the Mill food recycler (“food recycler”), associated products (collectively, the “Products”), and the food recycler rental subscription plan, the Food GroundsTM pickup subscription plan, local hauler subscription plans, the Mill website, the Mill mobile application, and associated services (collectively, the “Services”). If you do not agree to these Terms, you may not use the Products or Services. For clarity, these Terms apply if you access or use any of our Products or Services whether or not you create an account with us.
If you are an enterprise customer or otherwise renting or purchasing bins for use in a commercial space (such as an office or restaurant), certain of these terms and conditions may not apply to you. Email legal@mill.com with any questions.
Please note that Section 17 contains a mandatory arbitration provision and class action waiver, which requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us. Except as specified in Section 17, this provision requires that disputes be resolved solely through individual arbitration and not as a class arbitration, class action, or any other type of representative proceeding. If you do not wish to arbitrate disputes with Mill, you may opt out of arbitration by following the instructions provided in Section 17(l).
For information about how we collect, use, disclose, and otherwise process information about you, please see our Privacy Policy. If you have questions, contact our customer support team at support@mill.com.
Table of Contents
Eligibility
Mill Food Recycler
Bin Rental Subscription Plans
Food Grounds Pickups
General Terms of Sale of Products and Services
General Terms of Subscription Plans
Other Payment Terms
Limited Money Back Guarantee / Trial Period
Free Trials
Modifying, Suspending, or Terminating Services
Prohibited Conduct
SMS Terms
Intellectual Property
Indemnification
Disclaimers of Express/Implied Warranties
Limitation of Liability
Dispute Resolution; Binding Arbitration
Changes to Terms
General
iOS Minimum EULA Requirements
Eligibility
Account. Although these Terms apply regardless of whether you create or use an account, you must create a Mill account before using most of our Products and Services. You are responsible for ensuring that your account information is up to date and that any information you provide to us is accurate. You are responsible for maintaining the security of your account credentials. You agree to promptly notify us if you discover or suspect any unauthorized use of your account.
Age. You must be at least 18 years of age to purchase any of our Products and Services. All individuals under the age of majority (a minor) must have permission to use the Services from a parent or legal guardian who will provide supervision.
Location. The Products and Services are only available, and may only be used, in the contiguous United States. We may add or subtract locations from time to time. What Products and Services are available, and at what cost, may vary by location. The address in your account must be the address where you use your food recycler. You will be solely responsible for any purchase or use of our Products and Services outside of the contiguous United States. To the extent permitted by applicable law, Mill will not accept responsibility or liability associated with any loss, damage, or other injury caused by your purchase or use of the Products and Services outside of the contiguous United States. You are responsible for complying with all applicable laws and regulations of the jurisdiction in which the Products and Services are purchased or used.
Other Users. If you use our Services on behalf of another person or entity, (i) you agree to these Terms on behalf of yourself and that person or entity, (ii) you represent that you are authorized to agree to these Terms on that person’s or entity’s behalf, and (iii) all references to “you” throughout these Terms, other than this sentence, will include you and that person or entity.
Mill Food Recycler
Bin Purchase Components. Unless otherwise stated in these Terms or at the time of your purchase, if you buy a new food recycler, in addition to your food recycler you will also receive: (i) \access to our support team, (ii) a one-year limited warranty for certain covered repairs or replacement of your food recycler, (iii) use of our mobile app, and (iv) additional gifts, offers, credits, and other benefits we may provide at our discretion. Mill’s product offerings, and what comes with the purchase of a food recycler, are subject to change.
Delivery. The food recyclers are heavy. You agree to follow the instructions we provide regarding the delivery and set up of your food recycler. You agree to inspect your food recycler upon receipt and notify us immediately if it’s damaged or otherwise defective. If you fail to notify us of any damage within 3 days of receipt, you acknowledge the food recycler was damage-free when delivered.
Safety. You agree to review the safety warnings and instructions provided with your food recycler before using it for the first time. You agree to always follow these warnings and instructions while using a food recycler.
Setup and Use. You are responsible for the setup and use of your food recycler in accordance with the instructions we provide, including any instructions provided by our customer support team. You may only use your food recycler with accessories (e.g., charcoal filters) provided by us. Your food recycler requires internet access to work, and you are responsible for obtaining wireless internet at the place in which your food recycler is located.
Charcoal Filter Replacement. You may order a replacement charcoal filter for your food recycler through our mobile app or by contacting us at support@mill.com. Unless otherwise disclosed prior to purchase, there will be no additional charge for a replacement charcoal filter if you have a food recycler rental subscription that is active and fully-paid,, provided that in any case, additional charges may apply for any replacement charcoal filters we determine in our sole discretion are not reasonably needed for odor prevention in your food recycler, or if you have ordered six or more filters in the preceding six months. If you purchased your food recycler more than a year ago (or otherwise are not entitled to a free replacement filter), additional filters can be purchased from our support team for an additional fee. Charcoal filters cannot be transferred or re-sold. You agree to return your used filter, at our expense, if we ask you to send it back.
Prohibited Materials. You can place a wide variety of materials in your Mill food recycler, but there are certain materials that should not be placed in your food recycler. You agree that you will not place anything in your Mill food recycler that poses a safety risk to yourself or others, or if you rent your food recycler, that may damage, degrade, or harm the food recycler (any such materials, “Prohibited Materials”). You can find a nonexclusive list of what can be placed in your food recycler, which may be updated from time to time, in our mobile app (the “Food Library”). You agree that it is your sole responsibility to ensure (i) Prohibited Materials and (ii) anything listed as unacceptable in the Food Library are not added to your food recycler. If you aren’t sure if something can be placed in your food recycler, contact our support team at support@mill.com so they can assist you.
Food Recycler Warranties. The limited warranty for Mill food recyclers is described here. The warranty period will vary based on whether you rented or purchased your food recycler. You are responsible for any repair or replacement costs not covered by the limited warranty applicable to your food recycler. We retain sole discretion in determining whether maintenance or replacement of a food recycler is needed and whether maintenance or replacement is covered by your limited warranty.
Food Recycler Return. You must return your food recycler and all accessories if you have a rental subscription and it ends or is terminated, for recall advisories, in connection with warranty repairs or replacements, or for other reasons we may indicate. You agree to return your food recycler in accordance with the instructions we provide. If we send you a box to return your food recycler but you do not complete the return, additional charges may apply if you need an additional box to complete your return. If we instruct you to return a food recycler, you must do so by the date we specify. Food recycler subscriptions will not be canceled until all food recyclers sent to you have been returned or you have paid a replacement fee (up to the then-current retail cost of the food recycler).
Ownership. If you rent your Mill food recycler, the food recycler and all accessories (which doesn’t include Food Grounds) are the exclusive property of Mill; any Mill food recycler or other accessories we provide are rentals subject to your having an active and fully paid subscription, and we retain ownership of the food recycler and accessories at all times unless and until you purchase your food recycler.
Food Recycler Model; Upgrades. If you rent your food recycler, the food recycler may be a refurbished model with cosmetic imperfections, and we reserve the right to replace your food recycler with a different food recycler for any reason at any time, provided we will disclose to you in advance before sending you a refurbished model. You agree to follow any steps we provide related to effecting such a food recycler exchange. We may, from time to time, make new versions of the food recycler available for purchase or rental, or choose to offer additional products, accessories, or other services for an additional one-time or recurring fee. Rental subscriptions are for the model of food recycler shown to you at the time of purchase, and any exchanges for a different food recycler model will be granted at our sole discretion and may require additional fees.
End of Life Policy. Your food recycler is subject to the Mill Food Recycler End-of-Life Policy.
Impact Reports. As part of our Services, we may provide, via email and/or our mobile app, reports estimating certain sustainability- or climate-related metrics, which may include things like avoided carbon dioxide emissions and bags of food waste saved, based on usage of your food recycler and, if applicable, the Pickups Service, as defined below. While we strive for accuracy with these estimates, they may be inaccurate and are provided for informational purposes only; we make no warranty or guarantee as to their accuracy, and you should not rely on anything in an impact report. The content and cadence of impact reports is subject to change at any time with or without notice at our discretion.
Food Recycler Rental Subscription Plans
Food Recycler Rental Components. Unless otherwise stated at the time of your purchase, the Mill food recycler rental subscription plan includes: (i) use of a Mill food recycler, (ii) charcoal filter replacements, (iii) access to our support team, (iv) a limited warranty for certain covered repairs or replacement of your food recycler, (v) use of our mobile app, and (vi) additional gifts, offers, credits, and other benefits we may provide at our discretion. The Mill food recycler rental subscription service is subject to change.
Food Recycler Rental Subscription Fees and Term. Unless otherwise indicated at the time of purchase, you will make your first payment at the time you purchase your subscription (i.e. at checkout), but your first subscription term will begin on the date your food recycler is delivered to your designated address. The date and anticipated amount of your next food recycler rental subscription payment, your plan type and renewal date, and your chosen payment method will be viewable in your account on our website.
Cancellation. Cancellation of a food recycler rental subscription is only effective once every food recycler sent to you in connection with your subscription has been picked up by our shipping partner to be returned. You may begin the food recycler rental subscription cancellation process by visiting account.mill.com, selecting ‘manage account’, and following the instructions for cancellation, or by contacting our support team at support@mill.com and letting them know you’d like to cancel. Once you begin the cancellation process, you will have 30 days from the end of your last fully paid food recycler rental subscription term (the “Return Window”) to return your food recycler; your subscription will automatically renew as usual at the start of the Return Window if you have not yet returned your food recycler, but we will postpone charging any new food recycler rental subscription fees during the Return Window while you complete the return; if you return your food recycler before the end of the Return Window, your subscription will be canceled and we will waive the food recycler rental subscription fee for the renewal that occurred at the start of the Return Window. If, through no fault of ours or our shipping partners’, at the end of the Return Window your food recycler has not been picked up by our shipping partner for return, your food recycler rental subscription will remain active, you will be charged the food recycler rental subscription fee that was postponed during the Return Window, and you will continue to be charged food recycler rental subscription fees at the then-current rate on your existing payment schedule until your food recycler has been returned. If your food recycler is lost, stolen, or otherwise cannot be returned, you agree to contact our support team at support@mill.com immediately and pay a food recycler replacement fee (up to the then-current retail cost of the food recycler) to cease food recycler subscription fee charges and cancel your food recycler rental subscription. You may continue to use the Services until you finish the cancellation process, but if you choose to cancel and return your food recycler(s) in the middle of a subscription term, you will forfeit the remainder of your term without a refund or credit. Other than as specified in these Terms, food recycler rental subscription fees are nonrefundable. You must notify us of your intent to cancel your food recycler rental subscription at least 24 hours before the end of your current subscription term to begin the Return Window, otherwise you will be charged as scheduled. If you fail to return your food recycler(s) within the Return Window and complete the food recycler rental subscription cancellation, you will not be eligible to receive an additional Return Window grace period.
Food Grounds Pickups
Availability. The Food Grounds pickups service (the “Pickups Service”) is a supplementary subscription service allowing you to send the dried and ground food you empty from the food recycler’s bucket (“Food Grounds”) to Mill or our authorized affiliate so we can preserve it as food or have it composted rather than discarding it and creating waste. Unless otherwise disclosed at the time of purchase, if you have a food recycler rental subscription and purchase a Pickups Service subscription, the initial term of your Pickups Service subscription will coincide with the term of your food recycler rental subscription, then will automatically renew for additional terms of the same length as your food recycler rental subscription unless and until you cancel. Additional instructions and terms regarding the Pickups Service may be provided separately, including in our app, on our website, and on Food Grounds shipment boxes. Pickups may not be available in all locations. Additional Food Grounds boxes may be ordered through our mobile app or by contacting our support team, provided you have not ordered more than ten boxes in the preceding 12 weeks; if you exceed this number, charges may apply to order additional boxes.
Transfer of Food Grounds. You understand and agree that your Food Grounds are your personal property and have value based on their reusability, nutrients, and the efforts and expense you have undertaken to create them. If you provide any Food Grounds to us or our partners, you are doing so freely because you believe there is additional value in Mill or our partners keeping your Food Grounds out of the waste stream. Title to any Food Grounds you choose to provide to us transfers to us or our partners at the time a logistics provider takes possession of them. You understand and agree that Food Grounds and their diversion from landfills may have value, and we may benefit from reselling Food Grounds and/or from carbon and methane credits related to the environmental benefits associated with diverting Food Grounds from landfills. The consideration you receive in exchange for providing us with Food Grounds is limited to the value that you place on diverting them from the waste stream. You understand and agree that you are providing us with Food Grounds in order to keep them from becoming waste and are not discarding them or deeming them unwanted, you have no obligation to give us or our partners your Food Grounds, and any decision to do so is optional and voluntary.
Use of Food Grounds. We reserve the right to use, or allow our partners to use, Food Grounds in any way and for any purpose, and to partner or contract with any entity or person. Marketing materials or other communications depicting or describing how Food Grounds have been or are intending to be used do not guarantee that your Food Grounds contribution(s) was or will be used in the same way.
Production of a Chicken Feed Ingredient. If you choose to use the Pickups Service, you understand that we may turn Food Grounds you supply to us into a chicken feed ingredient, and it is therefore critically important to the health and safety of chickens that certain materials are not placed in your food recycler. If you do or may use the Pickups Service, you agree to comply with the Food Library guidelines and any other instructions we provide to you, and understand that failing to do so, or otherwise using your food recycler improperly, may pose a food safety risk that could endanger or harm chickens and people.
Food Grounds Shipment. We may engage third-party logistics providers to collect Food Grounds boxes. Accordingly, you may be required to follow terms and conditions set forth by these parties. If our third-party logistics providers do not provide pick-up service to your address, you may need to bring your Food Grounds box to a location we or they designate. Once Food Grounds are shipped, they cannot be returned. You agree to follow the Food Grounds shipment instructions provided, as applicable, in our mobile app, by our support team, and by the third-party provider shipping your Food Grounds. We cannot guarantee when, or that, our logistics partners will arrive on the day of your scheduled shipment. We are not liable for any damage caused by a third-party logistics provider.
Food Grounds Inspection and Reports. We inspect each shipment of Food Grounds you send back to us to assess its quality, and provide you with reports on the results of our assessments to help ensure your Food Grounds meet requisite quality standards. You agree to review these reports and follow any instructions provided therein.
Suspension or Termination of Participation. We reserve the right to limit, suspend, or terminate your Pickups Service subscription and/or your ability to schedule Food Grounds shipments at any time and with or without notice at our sole discretion. If your Pickups Service subscription is canceled without cause, we will refund you a prorated portion of your Pickups Service subscription fee for the unused portion of your term.
General Terms of Sale of Products and Services
Sale of Products and Services. Mill offers and accepts orders for certain Products and Services, including the food recycler, through the Mill website and other authorized channels. Unless otherwise specified in these Terms or at the time of purchase, you must pay for Products and Services when you place the order. You agree to provide only true, accurate, current and complete information in connection with any purchases of our Products or Services. Risk of loss and title to the food recycler or any other Products that you buy (rather than rent) pass to you at the time of delivery by us to the freight carrier (but we or such carrier will be responsible for any loss or damage that occurs when the Products are in transit to you).
Pricing. The total price you pay for our Products and Services at checkout will be presented to you prior to purchase, and will include the price of the Products and Services in your order plus any applicable tax and shipping charges, less any discounts applied to the order. All prices are stated in U.S. dollars. We may change our prices at any time, provided that changes will not affect any order for Products and Services you have already placed prior to the change in price. We do not offer price protection or refunds in the event of a price drop or promotional offering. In the event that any of our Products and Services are erroneously listed at an incorrect price (for example, due to a typo), we reserve the right to refuse or cancel any orders placed for such Product(s) and Service(s) listed at the incorrect price. We reserve the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If you have already been charged for the purchase and your order is canceled, we will promptly issue a refund for the amount you paid to the payment method in your account.
Order Fulfillment. We will not necessarily fulfill orders in the order they are received. Supplies are limited, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue offering any Products or Services without prior notice. If your order is canceled, we will refund any payment you made to the payment method you used to place the order. Any such refund will only be for the amount we received from you and will not include any interest or other amounts. Orders may be subject to delays in delivery, and to the extent permitted by law, Mill will not be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery.
Subscription Buyout. We may, in our sole discretion, provide an option for eligible food recycler rental customers to purchase the food recycler they are renting at a discounted price. Any such offer will be subject to the terms we disclose prior to purchase. Unless otherwise disclosed to you prior to the buyout, the limited warranty applicable to your food recycler will remain in place through the end of your current food recycler rental subscription term, but you will not receive an additional limited warranty or free charcoal refills after the date your subscription term would have ended if not for the buyout.
Not for Commercial Resale or Export. The food recycler and our subscriptions are intended for your personal, noncommercial use. The purchase of our Products or Services for the purpose of resale to third parties is not authorized. If we suspect you are purchasing Products or Services for resale, we reserve the right to refuse or cancel your order. You will not export or re-export, directly or indirectly, any of our Products or Services (including the food recycler or Food Grounds), or any technical information related thereto, to any destination or person prohibited or restricted by applicable law, including, without limitation, U.S. export control laws and regulations.
Promotional Offers. We may from time to time offer special promotional offers, plans, products, or subscriptions. Eligibility for such offers is determined by Mill at its sole discretion, and we reserve the right to revoke an offer or promotional product or service and terminate or put your account on hold in the event that we determine you are not eligible. Eligibility requirements and other limitations and conditions will be disclosed at the time you sign up for the offer or in other communications made available to you.
Subsidized Subscriptions and Purchases. You are a “Sponsored User” if your purchase, use, or access to any of our Products or Services was provided by or subsidized in whole or in part (a “Benefit”) by an entity, organization or group, including but not limited to a business or any other commercial entity, landlord or property manager, property owner, lessor, government entity, municipality, loyalty or brand program, professional association, non-profit organization, or educational institution (each, a “Providing Institution”). If you are a Sponsored User, you agree that in connection with your receipt of the Benefit(s) from such Providing Institution, (1) Mill may provide such Providing Institution with your personal information, including data related to your use of our Products and Services; (2) your use of the Products and Services is governed by such Providing Institution’s agreement with Mill and any additional agreements between you and Mill or the Providing Institution, in addition to these Terms; and (3) Mill or such Providing Institution may revoke the Benefit(s) at any time and for any reason with or without notice. As a Sponsored User, you may have different agreements with or obligations to a Providing Institution, which may affect your access to the Products and Services, including how you pay and what fees you owe. Mill is not responsible for any violation by you of any agreements or obligations you have with the Providing Institution. Combination of any other offer, substitution, trade-in or promotional pricing with the Benefit may be restricted in Mill’s sole discretion. As between you and Mill, you are responsible for all applicable taxes and other governmental assessments payable in connection with Benefit. You acknowledge and agree that the Benefit is an offering from the Providing Institution (and not Mill), and that any issues arising with your eligibility for, participation in, or suspension or termination of the Benefit is solely between you and such Providing Institution. The Providing Institution is solely responsible for any statement, documentation or other communication it makes or provides concerning our Products and Services or the Benefit. You release and hold harmless Mill and its third-party contractors and agents from any liability, claim, demand, cause of action, damage or expense that arise in connection with your receipt or use of the Benefit. If any fees owed by you or the Providing Institution for the Benefit or your use of our Products or Services is not paid when due, Mill will have the right to terminate or suspend your access to and use of our Products and Services until all such fees are paid.
General Terms of Subscription Plans
Mill Subscriptions Generally. We offer various subscription plans related to our Products and Services, including food recycler rental subscription plans and the Pickups Service. Certain terms applicable to specific types of subscription plans are outlined in the Food Recycler Rental Subscription Plans section and below. Subscription terms may vary, for example, with monthly or annual automatic renewal terms. Every Mill subscription plan includes enrollment in an ongoing payment plan and will automatically renew for additional subscription terms until it is canceled. By signing up for a subscription, you agree that we (or the applicable third-party, if you sign up through a third-party) are authorized to charge your payment method for your initial subscription term at the time you purchase the subscription and also on a recurring basis upon the start of each new subscription term until your subscription is canceled in accordance with these Terms. The length of your subscription term and the amount charged at the time of purchase will be the amount listed in the checkout flow or otherwise disclosed to you prior to purchase. Before charging you for a new subscription term, we will notify you of the applicable fees and the date you will be charged, and unless you cancel, the renewal will occur at that price plus any applicable taxes or fees and less any applicable discounts. In some cases your renewal payment date may change, for example if your payment method has not successfully settled or after you modify your subscription plan. You can find specific details regarding your Mill subscription plan(s) by visiting account.mill.com and selecting ‘manage account’, or by contacting our support team at support@mill.com.
Subscription Plans with Third-Parties. We may offer special promotional plans, subscriptions, or services, including offerings of third-party products and/or services with our Services. For example, subscriptions involving the pickup of your Food Grounds by a local compost hauler who also provides you with vegetables grown on their farm. We are not responsible for the products and services provided by third-parties. These third-party products and services may have unique features, terms, conditions, limitations, and requirements, which will be disclosed to you prior to purchase or in other communications made available to you. You agree to abide by any terms and conditions and instructions provided by us or these third-parties.
Price or Plan Changes. We may change the price or features of subscription plans from time to time for any reason. We will notify you in advance before any price changes (other than changes related to a change in law or applicable taxes) become effective. If you do not accept a price change, you can cancel your subscription plan (or for food recycler rental plans, begin the cancellation process) before the change takes effect. You will automatically be charged the updated amount unless you cancel in accordance with our Terms. If you change your subscription plan, the change will take effect immediately after the end of your current subscription term.
No Pauses. Other than as described in these Terms, Mill subscriptions cannot be paused and there will be no refunds or credits for unused subscription terms or portions thereof.
Subscription Features and Conditions. We reserve the right to modify the features and content we provide as part of our subscriptions from time to time and for any reason. Some subscription plans may have unique conditions and limitations, which will be disclosed at the time you sign-up or in other communications made available to you.
Cancelation of Pickups Service or Other Non-food recycler Subscriptions. You can cancel a Pickups Service subscription, or any other recurring subscription plan that does not include a food recycler rental, by visiting account.mill.com, selecting ‘manage account’ and following the prompts to cancel, or by contacting us at support@mill.com and letting us know the subscription plan(s) you’d like to cancel. Unless otherwise indicated, cancellation will take effect at the end of the subscription term in which you cancel; there are no refunds or credits for canceling in the middle of a term.
Other Payment Terms
Payment Method. You must designate a valid payment method to create an account or purchase a food recycler or any Mill subscription, and must always have a current, chargeable payment method on file if you have a Mill subscription. You represent and warrant that you are authorized to use your designated payment method for payment of all fees to us under these Terms and you authorize us to charge your payment method for those fees. We may receive updated information from your issuing bank or our payment service provider about any other payment method you have used to pay for Services, and you authorize us to charge your updated payment method, or any other payment method associated with your account, for any amounts we are authorized to automatically charge pursuant to these Terms if your primary payment method is declined or no longer available to us for payment of such amounts. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or any other reason, we may suspend your access to the Services until we have successfully collected the outstanding amounts.
Taxes. You are responsible for any sales, use, value-added, or other governmental taxes, fees, or duties due with respect to your purchase and use of the Services. We may charge and collect these taxes, fees, and duties from you if we determine, in our sole discretion, they may apply. If you believe you have been charged for any taxes that do not apply, you agree to contact our support team at support@mill.com within 30 days of invoice of such tax. We are not required to collect taxes in all states. You may have a duty to directly report and pay taxes if we do not collect such taxes.
Errors. In the event of a billing error, we reserve the right to correct the error and revise your payment accordingly, which includes charging the correct price, and will notify you of any such corrections.
Refunds. Unless otherwise specified at the time you make your purchase, other than as described in our Limited Money Back Guarantee Policy described below we are not obligated to provide any refunds, including for partially used subscription periods. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our customers. The amount and form of such consideration, and the decision to provide it, are at Mill’s sole discretion. The provision of such consideration in one instance does not entitle you to the same or other consideration in the future.
Collections Agencies. In the event we use a third-party collection or administrative agent to resolve or collect any damages, fees, infringement of law or these Terms, fines, or penalties, you agree to pay all costs and collection fees including, but not limited to, administrative and legal costs to such agent upon demand without protest.
Late Payments. If we do not receive a payment you owe us under these Terms by the date such payment comes due, which may be after a subscription term ends, including because any bank or other financial institution refuses to honor any payment, we will attempt to notify you and will make additional attempts to charge your designated payment method. Late or missed payments will not change your other scheduled payments.
Credits. We may choose to offer promotions or credits for the Services in various ways, including but not limited to, coupons, credits, and promotional campaigns (“Credits”). We reserve the right to award Credits at our sole discretion. To qualify for and receive any Credits, you must meet the requirements indicated in the applicable Credits offer. Unless otherwise indicated in the terms of the offer, Credits can only be used to offset future amounts owed to Mill. For Credit offers available only to new Mill customers, you will be disqualified and will not be entitled to receive the Credits if your name, email, phone number, or credit card are (i) linked to an existing active or inactive subscription or Mill account or to a prior purchase of a Mill product, or (ii) suspected of being connected to fraudulent activity. All offers are subject to availability. We may, in our sole discretion, modify or cancel a promotional or credit offer, this credits policy, or the terms applicable to any Credits at any time and for any reason.
Redeeming Credits. Credits in your account will automatically be applied to future Mill subscription fee payments (for new subscriptions or renewals), up to the amount owed, until all of your Credits have been redeemed. If you do not want your Credits automatically applied to subscription fee payments, contact our support team at least ten days before your next subscription payment is to be charged. To apply Credits to non-subscription payments, email us at support@mill.com in advance of making your purchase. Credits cannot be applied to payments that have already been made, or to any payments owed to Affirm or another loan provider. If Credits are applied to a payment that later qualifies for a refund, the maximum refund you may receive is the amount you actually paid. Under no circumstances will a refund be made for the cash value or cash equivalent of previously applied Credits. Credits are issued for promotional purposes only; they have no cash value and may not be exchanged for cash or cash equivalents other than as set forth in these Terms. Credits can only be used by you, are non-transferable, and may not be auctioned, traded, copied, bartered, modified, or sold.
Limited Money Back Guarantee or Trial Period
Subject to the terms of this section, we offer all new Mill rental customers a 30-day, and all new Mill purchasers a 90-day, money back guarantee on their first rental or purchase of any Mill food recycler from us or our authorized partners. If you are a new customer and at any point within the applicable period (specified above) of when your food recycler is delivered you decide that you want a refund, you can cancel for a full refund of the amount you paid us for your subscription and/or purchase (including taxes and shipping, if applicable), subject to the other terms in these Terms of Service and any terms disclosed to you. We may choose to offer a longer guarantee at our discretion, which will be communicated to you prior to your purchase.
Unless otherwise specified prior to purchase, you will be charged at the time of purchase. This limited money back guarantee / trial period entitles you to a refund if eligible per these terms, rather than to a delay in when you will make your initial payment.
We reserve the right to refuse a refund if the food recycler is returned in a damaged condition, or if you breach these Terms. You cannot receive a refund without returning your food recycler, including its component parts. To qualify for a refund, within 30 days (for renters) or 90 days (for purchasers) of when your Mill food recycler is delivered you must begin the cancellation process, either from your Mill account or by reaching out to us at support@mill.com, and must have your food recycler picked up by a shipping carrier for return within 30 days or 90 days, as applicable, of the day you began the cancellation process.
If your food recycler is not picked up by a carrier to be returned within 30 days (for renters) or 90 days (for purchasers) of when you begin the cancellation process, you will have no right to a refund, and, for renters, your rental subscription will remain active, and you will continue to be charged at your current rental subscription rate until your food recycler is returned. See the Food Recycler Rental Subscription Plans section for additional details on the terms that will apply for renters.
After you begin the cancellation process, we will try to contact you at the email connected to your account to work with you to coordinate the return of your food recycler. We will send return shipping materials to your address on file for free, but may charge you if for some reason you need us to send additional return shipping materials. If we are unable to reach you within 10 days of when you begin the cancellation process, we may send return shipping materials for your food recycler to your address on file.
This guarantee only applies to your first purchase of a Mill food recycler or food recycler rental subscription you have not tried or been shipped before. It does not apply to subscription renewals or to any of our other products or Services, including but not limited to subscriptions to our Pickups Service and the purchase of charcoal filters.
Refunds will be issued in the same form of payment as the original purchase and to the original payment method used. If the payment was made by credit/debit card, the refund will be issued to the same card. Your request will be processed without any unreasonable delay, once your food recycler has been returned to us and inspected. Refunds will be for money actually paid by you to Mill (or our authorized partners), and will not include any Credits that may have been applied. If we cannot verify your purchase, we may require proof of purchase before issuing a refund.
If you financed your purchase with Affirm, Affirm will refund your paid installments in accordance with their terms.
This limited money back guarantee policy is subject to change or cancellation. Notification on any material changes to the policy that affect your rights or obligations will be provided by reasonable means (e.g., via email). In case of any issues or disputes, please contact our customer support team at support@mill.com.
Free Trials
We or our partners may offer trials of our Products and Services for a specified period of time without payment or at a reduced price (each a "Trial"). Each Trial is made available in connection with a particular Service plan, and additional terms and conditions may be disclosed before you start your Trial. Each Trial is made available subject to how it is advertised, and subject to the rules on eligibility, availability, and duration and cancellation disclosed to you.
For some Trials, you may be required to provide your payment details to start the Trial. By providing such details and starting your Trial, you agree that we may, as applicable, automatically charge you for your purchase or begin charging you for the applicable Service plan subscription upon the end of the Trial on a recurring basis or other interval that we will disclose to you in advance, unless you cancel beforehand. See the Food Recycler Rental Subscription Plans Section above for more details on how to cancel.
Modifying, Suspending or Terminating Services We reserve the right to at any time, with or without prior notice, in our sole discretion and for any reason, modify, suspend, terminate, or stop providing all or portions of our Services and/or to require the immediate return of your Mill food recycler if you rent it. Unless otherwise specified by us at the time of cancellation or termination, all licenses granted to you hereunder shall terminate automatically and your right to use the Services shall cease (i) if you cancel your food recycler rental subscription, at the end of your final subscription term, or (ii) if we terminate your food recycler rental subscription, immediately upon such termination. We are not responsible for any loss or harm related to your inability to access or use our Services.
Prohibited Conduct
You agree you will not, nor will you permit anyone else to:
use a Mill food recycler or other Services other than for their intended purpose; for any malicious, illegal, or unauthorized purpose; or in a negligent or reckless manner;
violate any applicable law, contract, intellectual property right, or other third-party right, or commit a tort;
put any Prohibited Materials in a food recycler;
place a rented food recycler (i) outside of your dwelling, (ii) in an uncovered area, or (iii) anywhere it is reasonably likely to be damaged;
license, sell, resell, rent, lease, transfer, assign, trade, barter, distribute, host, or otherwise commercially exploit the Services in any way, provided that if you purchased your food recycler, these restrictions do not apply to the extent restricted by applicable law;
give or lend a rented food recycler to someone other than us without our prior written consent;
copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
make or allow others to make any aftermarket alterations or modifications to a rented food recycler except as permitted by law, or otherwise tamper with a food recycler, including downloading and/or installing any third-party software and/or applications on a Mill food recycler that are not expressly authorized by Mill;
provide a rented food recycler to anyone other than us or our authorized agents for alteration, adjustment, or maintenance of any kind;
intentionally damage a rented food recycler;
modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services; or
engage in, encourage, or promote any activity that violates these Terms.
SMS Terms
The terms in this Section 12 (the “Text Messaging Terms”), in addition to the rest of these Terms, apply to your participation in the text messaging program (the “Program”) operated by Mill and our affiliates. Your participation in the Program constitutes your express consent to receive automated messages (e.g., SMS and MMS) from Mill and our affiliates at the mobile number you provide, including text messages that may be sent using an automatic telephone dialing system. By signing up for the Program, you agree to these Text Messaging Terms. If you do not agree to these terms, you must immediately discontinue your participation in the Program by following the cancellation instructions below.
Program Details The Program may include recurring and nonrecurring text messages related to our services, such as notifications or reminders about pickups, deliveries, payments, promotions, events, special offers, food recycler availability, shipping or repair updates, the date or time of a Food Grounds pickup, other information related to the pickup of your Food Grounds, Food Grounds reports, customer support, food recycler return, or other news about Mill and our affiliates, as well as other information that we think will be of interest to you. Message frequency will vary. Mill reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. Mill also reserves the right to change the short code or phone number from which messages are sent. Consent to receive automated text messages is not a condition of any purchase. Message and data rates may apply. Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. Mill, our service providers and the mobile carriers supported by the Program are not liable for delayed or undelivered messages.
Participating Carriers We are able to deliver messages to certain mobile phone carriers, including but not limited to AT&T, Verizon Wireless, T-Mobile, and Google Voice. Mill reserves the right to add or remove eligible mobile phone carriers from the Program from time to time.
Cancellation You may opt out of the Program at any time. Text the keyword STOP, STOPALL, CANCEL, QUIT, END, or UNSUBSCRIBE to our shortcode or phone number to cancel your participation in the Program. After texting STOP, STOPALL, CANCEL, QUIT, END, or UNSUBSCRIBE to our shortcode, you will receive one additional message confirming that your request has been processed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not consist of the STOP, STOPALL, CANCEL, QUIT, END, or UNSUBSCRIBE keyword commands and agree that Mill and our service providers will have no liability for failing to honor such requests. If you unsubscribe from one of our text message programs, you may continue to receive text messages from Mill through any other programs you have joined until you separately unsubscribe from those programs.
Help & Customer Care Text the keyword HELP to our shortcode or phone number to receive customer support contact information, or email us at support@mill.com to receive customer support. If you are experiencing any problems, please contact our customer care team.
Privacy Your phone number, and any data obtained through the Program, will not be shared with any third-parties for their marketing purposes. For information about Mill’s privacy practices, please review our Privacy Policy.
Contact If you have any questions or concerns about the Program, please contact us at legal@mill.com.
Intellectual Property
Ownership. The Product and Services, including, without limitation, the text, graphics, images, photographs, videos, illustrations, and other content contained therein, together with the food recycler firmware and software embedded therein, and all rights in and to any intellectual property rights, including, without limitation, copyrights, patents, trademarks, and trade secrets, are owned and reserved by us or our licensors and are protected under both United States and foreign laws. Your possession, access to, and use of the Products or Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights, and except as explicitly stated in these Terms, all rights in and to the Products and Services, including, but not limited to, any intellectual property rights in the firmware or software embedded in the Mill food recycler and our app or used to provide the Products and Services, are reserved by us or our licensors.
Limited License; Updates. Subject to these Terms, you may use the Products and Services for your own personal use, and we grant you a non-exclusive, non-transferable, revocable limited license to (i) use the software and firmware on the Mill food recycler solely for your personal use of the device as authorized by these Terms, and (ii) install copies of our mobile app on mobile devices you own or control for use in connection with your use of a food recycler. Software copies and updates to our mobile app, and software and firmware copies and updates to our food recyclers, are not sold. You shall not take any action nor allow anyone else to take any action that will reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code from the binary code of our food recyclers or mobile app. We may, from time to time, provide updates to our mobile app or food recycler software. You authorize us to automatically install these updates without providing any additional notice or receiving any additional consent. If you do not want those updates, your remedy is to stop using the Products and Services. If we ask for your cooperation to install any update, you must follow our instructions to promptly install the update. Any use of the Products and Services other than as specifically authorized by us, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
Feedback. You may voluntarily submit or otherwise communicate to us any questions, comments, suggestions, ideas, or other feedback about us or our Products and Services (“Feedback”). You understand that we own and may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You understand that we may treat Feedback as nonconfidential. You grant us a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your Feedback and any name, username or likeness provided in connection with your Feedback in all media formats and channels now known or later developed without compensation to you or any third party. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding Feedback that you may have under any applicable law or under any legal theory.
Trademarks. Mill, Food Grounds, our logos, our product or service names, our slogans, the look and feel of the Products and Services, and any other marks, logos, language, or other assets listed on the Trademark Notices section of our website are our trademarks and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on the Products and Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless us, our affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Mill Parties”) from and against any losses, liabilities, claims, demands, damages, expenses, or costs (“Indemnifiable Claims”) arising out of or related to: (a) your access to or use of the Products and Services, provided, however, that with regards to your transfer of Food Grounds, your indemnification of us will only apply (i) before the point your Food Grounds are given to our shipping provider, or (ii) for transferred Food Grounds, to the extent you were noncompliant with our or our partner’s instructions regarding Food Grounds or the terms and requirements of the Pickups Service or the third-party picking up your Food Grounds; (b) your feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify Mill Parties of any Indemnifiable Claims, cooperate with Mill Parties in defending such Indemnifiable Claims, and pay all fees, costs, and expenses associated with defending such Indemnifiable Claims (including attorneys’ fees). You also agree that the Mill Parties will have control of the defense or settlement, at Mill’s sole option, of any third-party Indemnifiable Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Mill or the other Mill Parties.
Disclaimers of Express/Implied Warranties
Your use of our Products and Services are at your sole risk. Except as otherwise provided in a writing by us, our Products and Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, we do not represent or warrant that our Products and Services are accurate, complete, reliable, current, or error-free. You assume the entire risk as to the quality and performance of the Products and Services.
Limitation of Liability
To the fullest extent permitted by applicable law and except as described in the limited warranty applicable to your food recycler (if any), Mill and the other Mill Parties will not be liable to you under any theory of liability – whether based in contract, tort, negligence, strict liability, warranty, or otherwise – for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Mill or the other Mill Parties have been advised of the possibility of such damages.
The total liability of Mill and the other Mill Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount you pay us to use our Products and Services.
The limitations set forth in this Section 16 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Mill or the other Mill Parties, or personal injury or property damage solely to the extent caused by our negligence or a defect in our food recycler, or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release Mill and the other Mill Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You acknowledge that Mill and the other Mill Parties will rely on this release and all permissions granted by you in these Terms, at substantial cost to Mill and/or the Mill Parties, and therefore this release is irrevocable.
Dispute Resolution; Binding Arbitration
Please read this section carefully because it requires you and Mill to arbitrate certain disputes and claims and limits the manner in which you and Mill can seek relief from each other. Arbitration precludes you and Mill from suing in court or having a jury trial. You and Mill agree that arbitration will be solely on an individual basis and not as a class arbitration, class action, or any other kind of representative proceeding. Mill and you are each waiving the right to trial by a jury. The parties acknowledge that the terms of this section are intended to reduce the financial burdens associated with resolving their disputes and are not intended to delay adjudication of any party’s claims. Follow the instructions below, in Section 17(l), if you wish to opt out of the requirement of arbitration on an individual basis. No class or representative actions or arbitrations are allowed under these terms.
Claims This Section Applies To. The dispute resolution and binding arbitration terms in this Section 17 apply to all Claims between you and Mill. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and Mill, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to these Terms, Products or Services or claims arising out of or relating to the interpretation, application, validity, enforceability, or scope of the arbitration requirement or any portion of it.
Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Mill or if Mill has a Claim against you, you and Mill will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and Mill will make a good-faith effort to negotiate the resolution of any Claim for 60 days, or such longer period as mutually agreed in writing (email suffices) by the parties (“Informal Resolution Period”), from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms. You will send any Claimant Notice to Mill by certified mail addressed to 950 Elm Avenue, Suite 200, San Bruno, CA 94066, or by email to legal@mill.com. Mill will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Mill. The Claimant Notice sent by either party must: (i) include the sender’s name, address, email address, telephone number, and any relevant account or purchase information; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or Mill cannot proceed to arbitration before the end of the Informal Resolution Period. If you or Mill file a Claim in court or proceed to arbitration without complying with the requirements in Section 17, including waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach. The statute of limitations and any filing fee deadlines for a Claim shall be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.
Claims Subject to Binding Arbitration; Exceptions. Except for (1) individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and (2) any disputes exclusively related to the intellectual property or intellectual property rights of you or Mill, including any disputes in which you or Mill seek injunctive or other equitable relief for the alleged unlawful use of your or Mill’s intellectual property or other infringement of your or Mill’s intellectual property rights (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 17(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
Binding Individual Arbitration. Subject to the terms of this section, Claims may only be settled by binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (“FAA”). For Claims arbitrated by the AAA, if you are a “Consumer,” meaning that you only use our products and services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the rules applicable to Claims between you and Mill as modified by these Terms (the “Rules”). For Claims arbitrated by the AAA, if you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Mill as modified by these Terms. These Terms affect interstate commerce, and the enforceability of this Section 17 will be substantively and procedurally governed by the FAA, to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Mill to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).
Arbitration Procedure and Location. You or Mill may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with AAA in accordance with the Rules. Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Mill by certified mail addressed to 950 Elm Avenue, Suite 200, San Bruno, CA 94066, or email to legal@mill.com. Mill will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Mill. The arbitration will be conducted by a single arbitrator in the English language. You and Mill both agree that the arbitrator will be bound by these Terms. For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in San Francisco, California, unless you are a Consumer and the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules. The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Mill agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions. An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms. Unless otherwise prohibited by law, you and Mill have 90 days from receipt of an arbitration-fee invoice to pay the invoiced arbitration fees.
Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs incurred by the defending party, including any attorney’s fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
Offers of Settlement. Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the last written offer of settlement that party did not accept, that party must pay all costs and fees—including arbitration, attorney, and expert fees —incurred by the other party after the written settlement offer was made. The terms of any settlement offer may not be disclosed to an arbitrator until after the arbitrator issues a decision or award on the Claim.
One Year to Assert Claims. To the extent permitted by law and except for intellectual property infringement Claims, any Claim by you or Mill against the other must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Mill will no longer have the right to assert that Claim.
Confidentiality. If you or Mill submits a Claim to arbitration, you and Mill agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Mill agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
Mass Arbitrations. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Mass Arbitrations” and will be treated as mass arbitrations according to the AAA’s Mass Arbitration Supplementary Rules, if and to the extent Mass Arbitrations are filed in arbitration as set forth in these Terms. You or Mill may advise the other of your or Mill’s belief that Claims are Mass Arbitrations, and disputes over whether a Claim meets the definition of “Mass Arbitrations” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them. A court will have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it. Mass Arbitrations may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in Mass Arbitrations from the time a compliant Claimant Notice has been received by a party until these Terms permits such Mass Arbitration to be filed in arbitration or court. Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Mass Arbitrations has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Mass Arbitrations have been submitted. After that point, counsel for the parties will select 30 Mass Arbitrations to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select 15 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Mass Arbitrations will be delayed by this bellwether process. Any remaining Mass Arbitrations shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 17. A single arbitrator will preside over each Mass Arbitration chosen for a bellwether proceeding, and only one Mass Arbitration may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Mass Arbitrations, with the mediator’s fee paid for by Mill. Counsel for the claimants and the other party must agree on a mediator within 30 days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed. Remaining Claims: If the mediation process concludes with 100 or more unresolved Mass Arbitrations remaining, any party to a remaining Mass Arbitration may elect to no longer have the arbitration requirement in this Section 17 apply to all remaining Mass Arbitrations for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether process or global mediation. To be effective, such an election must be communicated in writing (email suffices) to counsel for the opposing party within 30 days of mediation concluding. Mass Arbitrations released from the arbitration requirement must be resolved in accordance with Section 19(c). If the mediation process concludes with fewer than 100 Mass Arbitrations remaining or if no party makes a timely election as provided for in the previous paragraph, the arbitrator will randomly select 50 Mass Arbitrations (or the total remaining amount if less than 50) to proceed in arbitration as a second batch. The arbitrator will randomly select eligible claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. Once all arbitrations in the foregoing process are complete, the parties will repeat this process until all Mass Arbitrations have been arbitrated. Released Claims: If Mass Arbitrations released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Mass Arbitrations for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.
Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by emailing legal@mill.com. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 19(c).
Rejection of Future Arbitration Changes. You may reject any change we make to Section 17 (except address changes) by sending us notice of your rejection within 30 days of the change via email at legal@mill.com. Changes to Section 17 may only be rejected as a whole, and you may not reject only certain changes to Section 17. If you reject changes made to Section 17, the most recent version of Section 17 that you have not rejected will continue to apply.
Severability. If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 will be enforceable. Except as otherwise provided in this Section 17, if a Claim does not proceed in arbitration, the class-action waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals in a single proceeding, except that you and Mill may participate in a classwide, collective, and/or representative settlement of Claims.
Residents of Other Countries. Notwithstanding anything to the contrary in these Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding these Terms either by following the arbitration procedure detailed above in this Section 17 of these Terms or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.
Changes to Terms We may make changes to these Terms from time to time. If we make changes, we will provide notice of such changes by, for example, sending an email notification, providing notice through our Services, or posting the amended Terms and updating the “Last Updated” date above. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Products and Services. Unless material changes are made to the arbitration provision under Section 17, you agree that modification of these Terms does not create a new right to opt out of arbitration.
General
Severability. Except as stated in Section 17(n), if any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision shall be severed from these Terms and does not affect the validity and enforceability of any remaining provisions.
Investigations. You agree that if requested, you will assist us with any regulatory, compliance, oversight, or legal investigations, proceedings, applications, or reviews related to our Products and Services, including any related to Food Grounds or the Food Grounds Pickup Service.
Governing Law and Venue. Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between us and you that is not subject to arbitration under Section 17 will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Francisco, California.
Notifications. We may provide notifications to you as required by law, or for marketing or other purposes, via (at our option) email to the primary email associated with your account, our app, hard copy, posting of such notice on our website, or other mediums.
Miscellaneous. All sections of these Terms that, by their nature, should survive termination will survive termination. Wherever the singular is used in the Terms, including references to a food recycler or food recyclers, the same shall be construed as meaning the plural, and vice versa, if applicable in the context, unless otherwise specifically stated. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. These Terms will inure to the benefit of our successors and permitted assigns. We may supply different or additional terms in relation to some of our Products and Services, and those different or additional terms become part of your agreement with us if you use those Products and Services. If there is a conflict between these Terms and the additional terms, these Terms will govern unless expressly set forth otherwise in the additional terms.
iOS Minimum EULA Requirements The following terms apply if you are accessing or using our app on an Apple Inc. (“Apple”) branded mobile device.
Acknowledgement. The Terms are concluded between Mill and you only, and not with Apple, and, as between Apple and us, we are solely responsible for the app and the content thereof.
Scope of License. The license granted to you for the app under the Terms is limited to a non-transferable license to use the app on any Apple-branded products that you own or control and as permitted by the Apple Usage Rules set forth in the App Store Terms of Service, except that such app may be accessed, acquired, and used by other accounts associated with the purchaser via “Family Sharing” or volume purchasing.
Maintenance. We are not obligated to provide any support or maintenance services for the app, provided that we are solely responsible for such services to the extent required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the app.
Warranty. To the extent not effectively disclaimed under Section 15 of the Terms, we are solely responsible for any warranties, whether express or implied by law. In the event of any failure of the app to conform to any applicable warranty not effectively disclaimed under Section 15, you may notify Apple, and Apple will refund the purchase price (if any) for the app; and you agree that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the app, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be our sole responsibility.
Liability. Subject to Section 15 of the Terms, we, and not Apple, are responsible for addressing any claims of yours or any third party relating to the app or your possession and/or use of that app, including: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
IP Claims. Subject to Section 15 of the Terms, in the event of any third-party claim that the app or your possession and use of our app infringes any third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
Third-Party Beneficiaries. Apple and its subsidiaries are third-party beneficiaries of these Terms and will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
Name and Address. If you have any questions, complaints, or claims with respect to the app, they should be directed to us.
