Terms of Service

1. Acceptance of Terms

By accessing or using the Midwest RecycleLogic platform (the "Service"), operated by Konvault Labs LLC (“MRL,” “we,” “us,” or “our”), you agree to be bound by these Terms of Service (the “Terms”). If you are entering into these Terms on behalf of an organization (a “Customer”), you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to all of these Terms, you must not access or use the Service. These Terms apply to all visitors, users, and others who access or use the Service.

2. Description of Service

Midwest RecycleLogic provides a cloud-based software platform designed to help manufacturers track, manage, and comply with extended producer responsibility (EPR) regulations across multiple states and jurisdictions. The Service includes data management, compliance reporting, fee calculation, filing submission, dashboard analytics, and related features.

The Service is offered as a software-as-a-service (SaaS) subscription. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with reasonable notice, except where immediate action is necessary to protect the security or integrity of the platform.

3. Account Registration and Security

To access the Service, you must create an account. You agree to:

• Provide accurate, current, and complete registration information;
• Maintain and promptly update your account information as needed;
• Maintain the confidentiality of your login credentials and notify us immediately of any unauthorized use;
• Accept responsibility for all activity that occurs under your account;
• Ensure that each user accessing the Service on your behalf has a unique login and adheres to these Terms.

We reserve the right to disable any user account if we reasonably believe the account is being used in violation of these Terms or poses a security risk to the Service.

4. Acceptable Use

You agree to use the Service only for lawful purposes and in compliance with all applicable laws and regulations, including but not limited to state and federal environmental reporting requirements. You must not:

• Use the Service to transmit any unlawful, harmful, threatening, abusive, or otherwise objectionable content;
• Attempt to gain unauthorized access to any part of the Service, other user accounts, or MRL systems;
• Use the Service to distribute malware, viruses, or any harmful code;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
• Use any automated means (bots, scrapers, crawlers) to access or interact with the Service without our express written permission;
• Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure;
• Submit false, misleading, or fraudulent compliance data through the Service;
• Use the Service in any manner that could damage our reputation or the reputation of our users.

5. Payment Terms

Access to certain features of the Service requires payment of fees (the “Fees”). Specific pricing tiers, billing cycles, and feature availability will be disclosed at the time of purchase or subscription.

5.1 Fees and Billing

All Fees are due in accordance with the billing cycle selected by Customer. Unless otherwise stated, Fees are invoiced monthly or annually in advance and are non-refundable except as expressly provided in these Terms. We reserve the right to change our Fees upon 30 days’ prior notice.

5.2 Late Payment

If any Fees are not paid when due, we may suspend access to the Service with seven (7) days’ written notice. Unpaid amounts may accrue interest at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lower.

5.3 Taxes

Customer is responsible for all sales, use, value-added, and similar taxes imposed by any jurisdiction. Fees do not include such taxes unless otherwise specified.

5.4 Subscription Term and Auto-Renewal

Subscriptions are offered on a monthly or annual basis as selected at checkout. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription will automatically renew for a period equal to the initial term. MRL will provide reasonable advance notice of any fee changes applicable to a renewal term. Customer is responsible for managing its subscription renewal status and for providing timely notice of non-renewal to avoid unintended renewal or service interruption.

6. Intellectual Property Rights

6.1 Our IP

As between MRL and Customer, MRL retains all right, title, and interest in and to the Service, including all software, algorithms, user interface designs, documentation, templates, reports, data models, and any derivative works or improvements thereof (collectively, “MRL IP”). These Terms do not grant Customer any ownership interest in MRL IP.

6.2 Customer Data

Customer retains all right, title, and interest in and to the data, information, and materials uploaded, submitted, or processed through the Service by Customer (“Customer Data”). Customer grants MRL a non-exclusive, worldwide, royalty-free license to access, use, process, and store Customer Data as necessary to provide, maintain, and secure the Service. MRL will not use Customer Data for any purpose other than providing, maintaining, and securing the Service, including without limitation any use for training or improving artificial intelligence or machine learning models, without Customer’s separate written consent.

6.3 Feedback

Any suggestions, enhancement requests, recommendations, or other feedback provided by Customer relating to the Service may be used by MRL without any obligation or compensation to Customer.

7. Confidentiality and Data

MRL maintains administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data. We will not access or disclose Customer Data except:

• As necessary to provide the Service;
• In response to a valid legal request (with prior notice to Customer where legally permitted);
• To enforce these Terms or protect our rights;
• As otherwise authorized by Customer in writing.

For information about how we collect, use, and share personal information, please refer to our Privacy Policy.

7.1 Security Practices

MRL maintains commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, including encryption of data in transit (TLS/SSL) and at rest, access controls, and periodic vulnerability assessments. Enterprise customers may request additional details about MRL’s security practices, subject to execution of a mutual non-disclosure agreement. Requests should be directed to hello@midwestrecyclelogic.com.

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MRL AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

MRL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. MRL DOES NOT WARRANT THAT THE COMPLIANCE CALCULATIONS, REPORTS, OR FILINGS GENERATED BY THE SERVICE WILL SATISFY ANY SPECIFIC REGULATORY REQUIREMENT OR THAT THEY WILL BE ACCEPTED BY ANY GOVERNMENTAL AUTHORITY. CUSTOMER BEARS THE SOLE RESPONSIBILITY FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ANY REGULATORY FILINGS MADE THROUGH THE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM MRL OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MRL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, REGULATORY PENALTIES OR FINES, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES.

MRL’S TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MRL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations shall apply even if MRL has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to Customer.

10. Indemnification

Customer agrees to defend, indemnify, and hold harmless MRL, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Customer’s use of the Service in violation of these Terms;
• Customer Data or any content submitted by Customer through the Service;
• Customer’s violation of any applicable law or regulation;
• Any dispute between Customer and any third party arising from Customer’s use of the Service.

11. Term and Termination

11.1 Term

These Terms commence upon Customer’s acceptance and continue for the duration of Customer’s use of the Service or until terminated as provided herein.

11.2 Termination by Customer

Customer may terminate these Terms at any time by ceasing use of the Service and closing their account. Fees paid in advance will not be refunded unless otherwise provided in a separate written agreement.

11.3 Termination by MRL

MRL may terminate or suspend access to the Service immediately, without prior notice, if Customer: (a) breaches any material provision of these Terms relating to security, unauthorized access, or acceptable use; (b) uses the Service for any illegal or fraudulent purpose; or (c) engages in conduct that poses a material security threat to the Service or other users.

If Customer fails to pay any Fees when due, MRL may suspend access to the Service upon seven (7) days’ written notice as described in Section 5.2.

For any other material breach of these Terms not described above, MRL will provide Customer with written notice detailing the breach and a thirty (30) day cure period. If the breach is not cured within such period, MRL may terminate or suspend access to the Service.

MRL may also terminate or suspend access to the Service for extended inactivity or if MRL discontinues the Service upon sixty (60) days’ notice.

11.4 Effect of Termination

Upon termination, Customer’s right to use the Service ceases immediately. Within thirty (30) days of termination, MRL will make Customer Data available for export upon request. After such period, MRL may permanently delete Customer Data, subject to applicable legal retention requirements.

Sections 6 (Intellectual Property), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Governing Law) shall survive termination of these Terms.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall be resolved through the following process:

1. Negotiation: The parties shall attempt to resolve any dispute through good-faith negotiations for at least thirty (30) days before initiating formal proceedings.
2. Binding Arbitration: If the dispute is not resolved through negotiation, it shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Franklin County, Ohio, or another location mutually agreed upon by the parties.
3. Class Action Waiver: All claims must be brought on an individual basis. There shall be no right or authority for any claim to be brought as a class action, consolidated action, or representative action.

Notwithstanding the foregoing, MRL may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

13. Export Compliance

Customer agrees to comply with all applicable U.S. and international export control laws and regulations. Customer represents that it is not located in, under the control of, or a national or resident of any country or region subject to U.S. trade sanctions or embargoes. Customer shall not use the Service for any purpose prohibited by U.S. export laws.

14. Third-Party Services

The Service may integrate with or link to third-party services, APIs, or websites (“Third-Party Services”). MRL does not control and is not responsible for any Third-Party Services. Customer’s use of Third-Party Services is governed by the applicable third party’s terms and conditions. MRL disclaims all liability arising from Customer’s use of any Third-Party Services.

15. Changes to Terms

We reserve the right to update or modify these Terms at any time. Material changes will be communicated to Customer via email or through the Service at least thirty (30) days before becoming effective. Continued use of the Service after any changes constitute acceptance of the revised Terms. If Customer does not agree to the revised Terms, Customer must stop using the Service and close their account before the changes take effect.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order form or service agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.3 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

16.4 Assignment

Customer may not assign or transfer these Terms, in whole or in part, without MRL’s prior written consent. MRL may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, pandemic, or internet infrastructure failures.

16.6 Notices

Notices to MRL shall be sent to: hello@midwestrecyclelogic.com or to the business address of Konvault Labs LLC. MRL may provide notices to Customer via the email address associated with the account or through the Service.

16.7 Relationship

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Both parties are independent contractors.

17. Data Processing Agreement (DPA)

To the extent MRL processes any personal data of Customer’s employees, representatives, or authorized users in connection with the Service, MRL will, upon Customer’s request, enter into a standard Data Processing Agreement reflecting the requirements of applicable data protection laws. A form of DPA will be made available prior to general availability of the Service and will be incorporated into these Terms by reference upon publication. Until such DPA is published, Customers requiring GDPR, CCPA, or other statutory data processing terms may request a signed DPA by contacting hello@midwestrecyclelogic.com.

18. Early Access and Beta Terms

From time to time, MRL may offer certain features, modules, or versions of the Service on a pre-general-availability or “beta” basis (“Early Access”). Participation in Early Access programs is voluntary and may be subject to separate written terms. By using Early Access offerings:

• Customer acknowledges that Early Access features are provided “as is” and may contain bugs, errors, or incomplete functionality;
• MRL makes no representations or warranties of any kind regarding Early Access offerings, and the disclaimers in Section 8 apply in full;
• MRL may modify, suspend, or discontinue Early Access features at any time without notice;
• Customer agrees to provide prompt feedback on Early Access features to help MRL improve the Service;
• Early Access may be offered at no charge or at reduced fees, as separately communicated; and
• Upon general availability of the corresponding feature, use will be governed by the then-current Terms and applicable fee schedule.