Terms of Use

TERMS OF USE FOR THE TRANSACTIONAL WEBSITE OF SECOND CYCLE INC. (“SECOND CYCLE”)

Deemed acceptance of this agreement.

Please note that your use of Second Cycle’s transactional website (hereinafter referred to as the “Website”) constitutes acceptance of all the terms and conditions of this agreement without any further formality.

This Terms of Use agreement describes the conditions under which you may use the Website. We ask that you read these conditions carefully, and if you cannot accept them, you should not use the Website. These conditions may be amended at any time by Second Cycle.

Accordingly, we ask that you periodically review the Website’s terms of use to learn about the conditions that may apply to you when using it. When changes are made, Second Cycle will send a notice to all valid email addresses of registered users.

If you have any questions regarding this agreement, please contact Second Cycle.

Website Manager

The Website is developed, provided and administered by Second Cycle (hereinafter referred to as the “Manager”). The Manager is responsible in particular for:

• ensuring that the Website operates in a simple and efficient manner;

• carrying out periodic updates;

• establishing the fees for use of the Website, listing packages and the services offered.

The Provider’s purpose is to provide a safe and efficient forum for the exchange of recyclable materials, goods and reusable products (the “Recyclable Materials”), in order to prevent such Recyclable Materials from necessarily being landfilled when they can often be reused. The Provider’s primary objective is therefore to prevent Recyclable Materials from being landfilled prematurely.

The Manager may limit the quantity or nature of Recyclable Materials that may be listed, the type or duration of listings that may be posted, or the duration of a listing on the Website.

If the Manager determines that a listing does not serve the objectives of Second Cycle, or believes that a listing does not comply with Second Cycle’s policies or may be dangerous or illegal, the Administrator may, at its discretion, remove that listing from the Website.

The Manager has the authority to prevent any user from using the Website to list Recyclable Materials that have already been removed by the Administrator. The Administrator’s decision shall then be final and without appeal.

Users of the services offered by the Website

Users of the Website will include industries, businesses and institutional organizations that list reusable, recyclable or recoverable materials they wish to sell or give away, as well as those wishing to acquire or purchase them (the “Users”).

Website Users

Users of the Website include, in particular, industries, businesses, institutions, brokers and any other organizations involved in material transactions.

Fees

The applicable fees are those in effect on the Website; such fees may be changed without notice, except for fees agreed upon under a contractual agreement.

Overview of how the Website operates

This Website is intended to be used as a forum by Users who wish to offer or purchase goods or products associated with Recyclable Materials, using the Website as a forum for exchange. However, we reiterate that Second Cycle is not a party to any transaction between the person who listed the goods or products and the person who purchases them.

Accordingly, Second Cycle exercises no control over the description, quality or safety aspects of any Recyclable Material listed on the Website. Second Cycle also has no control over a User’s right to sell Recyclable Materials or over a buyer’s ability to purchase such goods or products. Finally, Second Cycle cannot guarantee in any way that one User intends or wishes to complete the transaction that another User seeks to complete.

Security of transactions

The identity of Users who register on a website is very difficult to verify or control, and Second Cycle cannot, under any circumstances, guarantee or confirm a User’s identity. We therefore encourage every User of the Website to communicate directly with a potential transaction partner in order to obtain the desired information. A User may also consider using a third party to place goods or amounts of money related to a transaction in escrow.

Indemnification and Release

If a dispute arises with one or more Users in connection with a transaction on the Website, you agree in advance to indemnify and unconditionally release Second Cycle, its officers, employees, agents and directors from any liability, claim or demand for damages of any nature, whether foreseeable or not, arising in any way from the use of the Website for the purposes of that transaction.

Second Cycle and its officers, agents, employees and directors provide no warranty of any kind with respect to the description, quality or safety aspects of any Recyclable Materials listed on the Website, or with respect to the possibility or potential of selling any product or goods offered on the Website.

Accordingly, Second Cycle, its officers, agents, employees and directors shall not be held liable for any information, error or representation concerning Recyclable Materials, and they provide no express or implied warranty as to fitness for a particular purpose or as to the accuracy of any description, quality or safety aspects of the Recyclable Materials offered on the Website.

Control of information

If you believe that a User is using the Website inappropriately, we ask that you contact the Website Administrator. The information requirements established for use of the Website are mandatory; however, as a practical matter, this information cannot be verified by the Website Administrator.

Accordingly, you may encounter information that does not comply with Second Cycle’s requirements for use of this Website.

Role of the Provider

The Website provides a forum for listing Recyclable Materials and for making offers to sell and offers to purchase. However, Second Cycle is not a party to any transaction between the User who listed the goods and a User who wishes to purchase them, and Second Cycle cannot be held responsible for the performance of such transaction in any way.

Any dispute concerning an offer, acceptance or any other matter relating to the existence or performance of a contract of sale or purchase must be resolved between the parties, and under no circumstances shall Second Cycle be a party to such dispute.

Content of a listing

A listing may include text describing the recyclable or reusable materials with sufficient accuracy, as well as a photograph relating to the goods or products offered for sale. Any listing of Recyclable Materials must appear in the appropriate category for those goods or products. It is prohibited at all times to promote identical Recyclable Materials by listing them in more than one category.

Responsibility of the User listing Recyclable Materials on the Website

A User who lists Recyclable Materials must remove the listing if it is no longer valid or relevant. In addition, that User must report any completed transaction to the Website Administrator. This information is absolutely essential to maintaining the quality of the Website. The Administrator may, at its discretion, deny access to the Website to a User who refuses to comply with this obligation.

Fraudulent or criminal activity

Without limiting any other remedy, Second Cycle may suspend or terminate any listing if a User is held responsible for fraudulent or criminal activity related to use of the Website.

Interference with the Website

By using this Website, you agree not to use any robot, spider or other electronic mechanism or process to monitor Website activity or to copy any information or content from the Website without first obtaining Second Cycle’s written consent. You also agree not to use any electronic mechanism or process that could interfere with the proper functioning of the Website.

You agree not to submit an amount of data that would be excessive or unreasonable for the Website’s structure. You agree that you will not copy, reproduce, modify or alter the Website, nor advertise or publish content appearing on the Website, without first obtaining Second Cycle’s written authorization.

Default

Without limiting any other remedy, Second Cycle may temporarily or permanently suspend or terminate your use of the Website, or refuse to provide you with any service, without notice, if you are in default in any way under this Terms of Use agreement, if we are unable to verify the authenticity of any information you have provided to us and that we wish to verify, or if we believe that your actions may create legal liability for you, our Users or Second Cycle.

Warranty

Second Cycle provides no warranty that the Website will operate without error or that the Website or server will be free of computer viruses or other processes that may cause damage. We do not guarantee continuous or uninterrupted use of our services, and you agree that the operation of our Website may be affected by circumstances beyond our control.

The service is provided “as is,” without any express or implied warranty of any kind and without any statutory warranty.

Limitation of liability regarding loss of profit

Second Cycle shall not be liable for any loss of profit or for any monetary damages that may result from the use of our Website, our services or this agreement.

Compliance

You agree to comply with all laws and regulations that may apply to the use of our services and to the listing, purchase, solicitation or sale of goods listed on our Website, as well as with the two other documents appearing on the Website:

• Policies and Regulations

• Spam and Privacy Policy

Second Cycle may also refuse any listing:

That infringes a patent, trademark, copyright or other proprietary right of a third party, or that provides information you are not authorized to disclose publicly, whether by law or by contractual or fiduciary obligations.

That advertises an illegal service or the sale of any product whose sale is prohibited or restricted by law, including, without limitation, the sale of products prohibited or regulated under federal laws of Canada or provincial laws of Québec.

That advertises an illegal service or the sale of any product whose sale is prohibited or restricted by law, including, without limitation, the sale of products prohibited or regulated under federal laws of Canada or provincial laws of Québec.

Listing Policy

We may, at any time, modify the obligations or policies relating to listings or use of the Website, and such changes will become effective when they are posted on our Website.

General Provision

If any provision of this agreement is invalid or unenforceable, that provision shall be deemed severed and the remaining provisions of this agreement shall remain in force. Our failure to act with respect to a breach of our obligations or policies shall not constitute a waiver of our right to act with respect to any other similar and/or subsequent breach.

This agreement contains all provisions governing the agreement between us concerning use of the Website.

If you have any questions or comments regarding this agreement, please contact Second Cycle Inc.