TERMS AND CONDITIONS OF SERVICE AGREEMENT

Agreement Effective Date: February 6, 2023

This Terms and Conditions of Service Agreement constitutes a legally binding agreement (the “Agreement” or “Terms”) between you (“you” or “User”) and DIRTXCHANGE Inc. d/b/a Bulk Exchange (“Bulk Exchange,” “we,” “us” or “our”) governing your use of the Bulk Exchange application, website, service, and technology platform (collectively, “Bulk Exchange Platform” or the “Platform”).

BY ACCESSING THE PLATFORM OR USING THE SERVICES (AS DEFINED BELOW) AND/OR THE BULK EXCHANGE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT USE OR ACCESS THE BULK EXCHANGE PLATFORM.

IMPORTANT: PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS CERTAIN DISCLAIMERS REGARDING WARRANTIES AND LIABILITY, IN ADDITION TO IMPORTANT PROVISIONS REQUIRING ARBITRATION OF ALL DISPUTES AND A CLASS ACTION WAIVER.

The Bulk Exchange Platform may only be used by individuals who can form legally binding contracts under applicable law. The Bulk Exchange Platform and our Service is not directed at or meant for, and may not be used by, individuals under the age of eighteen (18) or Users who have had their User account temporarily or permanently deactivated. No one under the age of eighteen (18) is allowed to use our Platform. By using the Platform or any of our Services on the Platform and becoming a User, you represent that (i) you are at least eighteen (18) years old; (ii) all information you submit is correct; (iii) you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement; (iv) you understand and accept this Agreement; and (v) you are legally and financially responsible for all actions using or accessing the Services or the Platform. If you are using the Services or the Platform on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf and that such entity agrees to be responsible to us if you or that entity breach or violate the terms of this Agreement, and in which case the terms “you”, “your”, “User” or “Users” or “Supplier,” as applicable, shall refer to such corporate entity. If you do not or cannot agree to the Terms, you must not use, download, install, or use the Services or the Platform. You must not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. You agree to prevent unauthorized access to, or use of, the Bulk Exchange Platform and notify Bulk Exchange promptly of any such unauthorized use known to you. Any breach of the terms and conditions above shall be construed as a material breach of this Agreement.

In addition, you expressly agree and acknowledge that various third parties may be exercising some of our rights on our behalf under the Agreement. By accepting and agreeing to this Agreement, you are also agreeing to our Privacy Policy, which is expressly incorporated in full into this Agreement, and which may be found at https://www.bulkexchange.com. Our Privacy Policy describes, among other matters, the types of data we collect from you and your devices, how we use your data, and certain legal matters relating to our processing of your data. PLEASE CAREFULLY REVIEW BULK EXCHANGE’S PRIVACY POLICY.

You also accept and agree to all terms of service and use, legal requirements, privacy policies, and any other agreements, terms and conditions of any third-party platforms used to access the Platform and Services. Please review those third parties’ terms, policies, and agreements carefully. We are not responsible for the terms, policies, disclosures or actions of any third-party platforms.

The Bulk Exchange Platform and Services

The Bulk Exchange Platform provides a marketplace (i) where persons (“Buyers”) may seek to estimate the cost of and/or purchase soils, aggregate and other materials or other items that may be displayed on the Platform (“Materials”) and arrange to have them delivered to certain destinations, and (ii) to enable vendors or other persons to advertise the availability of such materials or dumpsite/disposal space (“Suppliers” or “Sellers”). Buyers, Suppliers and any other users of the Bulk Exchange Platform that agree to these Terms are sometimes collectively referred to herein as “Users.” Each User shall create a User account that enables access to the Bulk Exchange Platform. For purposes of this Agreement, the services arranged by Users who are matched through the Platform will sometimes be referred to collectively as the “Services.” Any decision by a User to offer or accept Services is a decision made at User’s sole discretion.

Service Connects Buyers and Sellers. Bulk Exchange is not a brokering service. Bulk Exchange is a digital marketplace platform that allows Users to offer, sell, buy, and arrange for the pickup, transportation and delivery of Materials. All listings on the Platform are entered into, and listed solely, by the Users of the Services, not by Bulk Exchange. The fees charged and paid for Materials made available for purchase through the Services, and for pickup, transportation, delivery, and drop off of Materials, are set by the Users utilizing the Services. As a marketplace, Bulk Exchange does not own, sell or otherwise make available the items listed on the Platform, and as such the actual contract for sale is directly between the Buyers, Sellers or other Users. Any agreement or contract with a third party for transportation services relating to Materials is between the User and the third party providing such services; Bulk Exchange is not a party to any of these agreements and does not guarantee them. While the Platform and Services may display information regarding pricing and other terms of a proposed transaction, we do not take part in, and are not responsible or liable for, the interaction, exchanges or services between Users. We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any ratings provided by Users, items sold by Sellers, or of the integrity, responsibility, or any actions of any Users. Bulk Exchange does not perform any independent investigation or analysis of the Materials or Services that are listed by the Users on the Platform, nor does Bulk Exchange verify the accuracy, composition, availability, or quantity of any listing or Materials listed on the Platform.

PLEASE BE ADVISED, WHILE WE MAY, IN OUR SOLE DISCRETION, HELP FACILITATE THE RESOLUTION OF DISPUTES, BULK EXCHANGE HAS NO CONTROL OVER AND DOES NOT GUARANTEE AND SHALL NOT BE LIABLE FOR: THE EXISTENCE, QUALITY, SAFETY OR LEGALITY OF MATERIALS OR SERVICES OFFERED ON THE PLATFORM; THE TRUTH OR ACCURACY OF USERS’ CONTENT OR LISTINGS; THE ABILITY OF SELLERS TO SELL ITEMS; THE ABILITY OF BUYERS TO PAY FOR ITEMS; ANY TRANSPORT SERVICES THAT MAY BE ARRANGED THROUGH THE PLATFORM; OR THAT A BUYER AND SELLER WILL ACTUALLY COMPLETE A TRANSACTION OR PROVIDE OR PURCHASE AN ITEM OF MATERIAL.

You may not use the Services to solicit, advertise for, or contact in any form, Users for employment or any other purpose not related to the uses facilitated through the Services and, without limitation, you may not use the Services to collect usernames or e-mail addresses of any Users by electronic or other means without the express prior written consent of Bulk Exchange. Bulk Exchange makes no representations about the suitability, reliability, timeliness or accuracy of public, private or offline interactions. When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as a reasonable person would when interacting with other persons who they do not know.

NEITHER BULK EXCHANGE NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. BULK EXCHANGE AND ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIM, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, DEATH, LOST PROFITS, LOST DATA, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE OF BULK EXCHANGE.

NO USE WHILE DRIVING.

USER REPRESENTS, WARRANTS, AND ACKNOWLEDGES THAT ACCESSING OR USING THE PLATFORM OR SERVICES ON HAND-HELD DEVICES WHILE DRIVING COULD DISTRACT YOUR ATTENTION AWAY FROM THE ROAD AND RESULT IN LOSS OF VEHICLE CONTROL, CRASH AND INJURY TO YOU AND OTHERS, AND USER SHALL NOT USE OR OTHERWISE ENGAGE WITH THE PLATFORM, SERVICES, MOBILE APP OR YOUR MOBILE DEVICE WHILE DRIVING. USERS OF THE MOBILE APP SHOULD NEVER OPERATE ANY MOBILE APP IN A MANNER THAT IS DISTRACTING TO THE DRIVER. ALWAYS PAY CAREFUL ATTENTION TO THE ROAD AND DO NOT DRIVE WHILE DISTRACTED.

Modification to the Agreement

We may modify these Terms at any time, and if we do, we will notify you by email or by posting the modified Terms. Please review any modified Terms before you continue using the Platform. Continued use of the Bulk Exchange Platform or Services after any such modifications or changes shall constitute your consent to such changes and agreement to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not continue to use the Platform or Services.

Consent to Receiving Communications

By using the Services, you are granting an express invitation to Bulk Exchange, and our commercial partners, to contact you by phone at the numbers you provided, whether landline or cellular, so we or they can assist you with your transactions. You hereby consent to any such calls even if your phone number is on any Do Not Call list. In addition, you acknowledge and agree that Bulk Exchange, and any of our partners to whom inquiries are sent, or associated third parties may use an automatic dialing system in connection with calls made to any phone number you provide, including cellular phone numbers or other numbers or services for which the called person(s) could be charged a fee. You agree to receive communications from us, including via email, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Bulk Exchange, or its affiliated companies or business partners, may include, but are not limited to: operational communications concerning your User account or use of the Bulk Exchange Platform or Services, updates concerning new and existing features on the Bulk Exchange Platform, communications concerning promotions run by us or our third-party partners, and news concerning Bulk Exchange and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You consent to receive emails at the email address you provided, or at another email address that may be associated with you that we receive from other parties. You agree that any such emails will not be considered spam or unauthorized by any local, state, or federal law or regulation. If you no longer wish to receive these notifications, you can opt-out of all notifications at any time by changing your notification settings or alternatively please contact us by emailing support@bulkexchange.com. You agree to notify us or specific third parties that we work with directly if you no longer wish to receive communications from them.

Intellectual Property

All intellectual property rights in the Bulk Exchange Platform shall be owned by Bulk Exchange absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), trade secrets, trade names, patents, titles, computer codes, audiovisual effects, artwork, sound effects, musical works, moral rights, other Content (as defined below), and other similar rights wherever existing in the world together with the right to apply for protection of the same. Bulk Exchange retains all right, title, and interest to the Platform, Services and Content and all such rights therein. All other trademarks, logos, service marks, company or product names set forth in the Bulk Exchange Platform are the property of their respective owners. “Content” means the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, communications, interactive features, works of authorship of any kind, and information or other materials that are generated, provided, or otherwise made available through the Platform or the Services. “User Content” means any Content, information or data provided or submitted by, or on behalf of, a User or its authorized users for use with the Platform or the Services (but not including usage data).

Subject to these Terms and your compliance therewith, Bulk Exchange grants to you a personal, non-exclusive, revocable, non-transferable, non-sublicensable limited right and license to install and use the Platform on compatible devices you own or control for your own use; and subject to these Terms and your compliance therewith, Bulk Exchange also grants to you a personal, nonexclusive, nontransferable, revocable, non-sublicensable, revocable, limited right and license to download, view, display, and use the Content within the Platform solely for your permitted use within the Platform (collectively, the “License”).

Open Source Software

Certain items of software may be provided to User with the Platform and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits User’s rights under, or grants User rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Bulk Exchange makes such Open Source Software, and Bulk Exchange’s modifications to that Open Source Software, available by written request at the notice address specified below.

The rights granted to you under the License are subject to these Terms and your full compliance with the Terms, and you may only make use of the License if you comply with all applicable Terms. The License becomes effective on the date you accept the Terms or otherwise first install or use the Platform and ends on the earlier date of (i) your complete disposal of the Platform, (ii) our termination of your rights under these Terms, or (iii) any other the termination of the Terms.

The Content and Platform are licensed, not sold, to you, and you acknowledge and agree that no title or ownership in the Platform, Services or Content is being transferred or assigned; and the Terms should not be construed as a sale of any rights in the Platform, Services and Content.

The Platform, Services and Content are protected by U.S. copyright and trademark law and any other applicable intellectual property laws and treaties throughout the world. The Platform, Services and Content may not be copied, reproduced, altered, modified, or distributed in any manner or medium, in whole or in part, without prior written consent from Bulk Exchange. Any persons copying, reproducing, or distributing all or any portion of the software for the Content or Platform in any manner or medium, will be willfully violating the copyright laws and may be subject to civil and criminal penalties in the U.S. or their local country. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services or Content.

User grants to Bulk Exchange a royalty-free, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual, fully-paid license to use, sell, share, reproduce, display, distribute, perform, create derivative works from or of, or otherwise commercialize, or incorporate into the Services or any of Bulk Exchange’s products, services, technology, Content or Platform, for any legal purpose, without compensation to User, any User Content, suggestions, enhancement requests, recommendations or other feedback provided by User, relating to the Platform or Services. Bulk Exchange will not identify User as the source of any such feedback.

Federal Government Contract

Federal Government Users. Bulk Exchange provides the Licensed Materials, Services, Documentation, data, and technology, for ultimate government end use solely in accordance with the following: The Licensed Materials and Services shall constitute “commercial” computer software. Government technical data and software rights related to the Licensed Materials and Services include only those rights customarily provided to the public as defined in this Agreement. These customary commercial licenses are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Licensed Products) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Bulk Exchange to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

Use Conditions

You may not do or attempt to do any of the following with respect to the Services, Content, Platform or any of its parts:

use it commercially or for a promotional purpose, or otherwise commercially exploit it, except as contemplated by the Platform or Services;
distribute, lease, license, sell, rent, display, or otherwise transfer or assign the Platform, Services or Content, use it in a way that is not expressly authorized in the Terms, or otherwise allow the use of the Services, Content or Platform for the benefit of any third party not authorized by Bulk Exchange;
make a copy of the Services, Content, or any part thereof, or make a copy of the Platform, Services, Content, or any portion thereof available on a network for use or download, unless authorized by these Terms, or access or use the Services, Content or Platform to build a similar or competitive product or service;
reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on the Services, Content, or Platform, or otherwise determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization);
remove, disable, circumvent, or modify any proprietary notice or label or security technology included in the Platform or Services;
use it to infringe or violate the rights of any third party, including, but not limited to, any intellectual property, publicity, or privacy rights;
use, export, or re-export it in violation of any applicable law or regulation; and
User acknowledges and agrees that the Services, Content and Platform will not be used, and are not licensed for use, in connection with any of User’s time-critical or mission-critical functions.

User Content and Responsibilities

License; Ownership. User is solely responsible for any and all obligations with respect to the accuracy, quality and legality of User Content. User will obtain all third party licenses, consents and permissions, and make any disclosures or provide any notifications, needed for Bulk Exchange to use the User Content as contemplated by this Agreement. Without limiting the foregoing, User will be solely responsible for obtaining from third parties all necessary rights for Bulk Exchange to use the User Content submitted by or on behalf of User for the purposes set forth in this Agreement. User grants Bulk Exchange a non- exclusive, worldwide, royalty-free, perpetual, freely assignable and sublicensable (through multiple tiers), and fully-paid license (a) to use the User Content as set forth in this Agreement, including, without limitation, as necessary for purposes of developing, providing, improving, and promoting the Platform, Services and Bulk Exchange’s and its partners’ products, services, and business; and (b) to use the User trademarks, service marks, and logos as required to operate the Platform and provide the Services. The User Content, and all worldwide intellectual property rights in it, is the exclusive property of User. All rights in and to the User Content not expressly granted to Bulk Exchange in this Agreement are reserved by User.

User Warranty. User represents and warrants that any and all User Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Bulk Exchange’s system or data; and (e) otherwise violate the rights of a third party, including, without limitation, any privacy rights. Bulk Exchange is not obligated to back up any User Content; the User is solely responsible for creating backup copies of any User Content at User’s sole cost and expense. User agrees that any use of the Services contrary to or in violation of the representations, warranties and covenants of User in this Agreement constitutes unauthorized and improper use of the Platform and Services and a material breach of this Agreement.

You may not use our Platform or Services in any manner that infringes the rights of any third party. If you believe, in good faith, that any Content infringes your copyrights, you may send a notice of infringement under the federal Digital Millennium Copyright Act (“DMCA”) by email or regular mail to:

Attention: Legal Department
Bulk Exchange
4280 Redwood Hwy. #7
San Rafael, CA 94903
support@bulkexchange.com

To find out more about what to include in the notice and about the procedures we will follow, click here to read the DMCA: https://www.gpo.gov/fdsys/pkg/USCODE-2015-title17/html/USCODE-2015-title17-chap5-sec512.htm

We reserve the right, in our sole discretion, to block or otherwise prohibit from using our Platform and Services any User who posts materials that infringe, or are alleged to infringe, the intellectual property rights of others.

User Responsibility for Data and Security. User and its authorized Users will have access to the User Content in connection with use of the Services to purchase or supply Materials and will be responsible for all changes to and/or deletions of User Content and the security of all passwords and other access protocols required in order for User to access the Platform and Services. User is encouraged to make its own back-ups of the User Content. User will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content.

Warranty Disclaimers

The following disclaimers are made on behalf of Bulk Exchange, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BULK EXCHANGE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTY, REPRESENTATION OR CONDITION, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, OR DATA ACCURACY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE BULK EXCHANGE PLATFORM OR THE SERVICES, INCLUDING THE ABILITY TO PROVIDE OR RECEIVE SERVICES AT ANY GIVEN LOCATION OR TIME. WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT YOUR USE OF THE BULK EXCHANGE PLATFORM OR SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE BULK EXCHANGE PLATFORM OR SERVICES WILL BE CORRECTED, OR THAT THE BULK EXCHANGE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY OF THE BULK EXCHANGE PLATFORM OR SERVICES.

Bulk Exchange expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

We are not responsible for the use of any personal information that you disclose to other Users on the Bulk Exchange Platform or through the Services. Please carefully select the type of information that you post on the Bulk Exchange Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”). We reserve the right, but we have no obligation, to monitor the materials posted on the Bulk Exchange Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. Bulk Exchange shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Bulk Exchange Platform. Bulk Exchange disclaims all warranties and liabilities related to the descriptions, characteristics, compositions, quantities, reliability, and availability of the items, products, or services listed by the end Users and the transactions between end Users utilizing the Services.

Bulk Exchange does not endorse Content and specifically disclaims any responsibility or liability to any person or entity for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or cause of any kind or character based on or resulting from any Content.

Beta Services. Despite anything to the contrary in this Agreement, User acknowledges that: (a) User has the sole discretion whether to use any products or features available to User on a trial, beta, early access, or similar basis (“Beta Services”); (b) Beta Services may not be supported and may be changed at any time, including in a manner that reduces functionality; (c) Beta Services are provided without any warranties of any kind and are provided on an “as-is” basis; and (d) Bulk Exchange will have no liability arising out of or in connection with Beta Services.

This website may feature content generated by AI or other automated technologies for informational purposes only. You should verify accuracy independently before relying on it for any specific purpose. We utilize AI for various functions on our site but acknowledge that AI output may contain errors or inaccuracies due to system complexity. While we strive for high-quality AI-generated content, we do not guarantee its accuracy and disclaim any liability or responsibility for errors. Exercise caution when relying on AI-generated content, as it may lack the precision and detail provided by human expertise. We are not responsible for any consequences resulting from reliance on AI-generated content, and recommend consulting experts for important decisions.

Accounts

In order to access or use some of the Services, you may be required to first register with us. If you register for any feature that requires a password and/or username, then you agree that you: (i) will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive; (ii) will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, will maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) are solely responsible for maintaining the confidentiality of your password and for restricting access so that others may not access any password protected portion of the Service using your name, username, or password; (v) will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) will not sell, transfer, or assign your account or any account rights.

We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. We may reject the use of any password, username, or email address for any other reason in our sole discretion. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.

Consent to the Use of Electronic Transactions, Signatures and Communications.

By clicking any button, checking any box, or taking any other action on the Platform indicating your consent to the use of electronic transactions, signatures, and communications, you agree to conduct transactions and execute contracts, order forms, purchase orders, waybills, and documents electronically, and/or receive online or by email all notices, disclosures, and other important communications (collectively, “Communications”) that in any way relate to the Platform or our Services.

Communications covered by this Consent include, without limitation: (a) these Terms of Use and this consent regarding the use of electronic transactions, signatures and communications; (b) your consent to our acquisition and use of information that you provide to us; (c) our Privacy Policy, and any subsequent privacy notices; (d) any other notice or disclosure required by federal, state or local law; and (e) other disclosures, notices or communications in connection with an inquiry to us.

Communications will either be posted on the Platform, in your User account, and/or sent to you by email and/or phone, which may include attachments or embedded links. To update the email address we have on file for you, please email us at support@bulkexchange.com.

To view, obtain, print, and save the Communications, you must have access to: (1) a personal computer capable of internet access and equipped with a widely-used, recent-generation web browser (for example, Internet Explorer, Chrome, Safari or Firefox); (2) a valid and functional email address; and (3) a printer capable of printing from your computer. You may also need a PDF file reader like Adobe® Acrobat Reader to view certain documents. If any of these technical and software requirements for accessing and receiving Communications change, we will notify you. Please save and print a copy of this Consent to confirm that you have the required hardware and software to conduct electronic transactions with us.

You may withdraw this Consent at any time by sending a notification of your withdrawal to support@bulkexchange.com. If you withdraw this Consent at a later time, we will send any further Communications to you in paper form. We will not impose any fee in connection with any withdrawal of this Consent but our Communications with you will be slower and we may need to discontinue providing Services to you. Any withdrawal of this Consent will be effective only after we have a reasonable period of time to process your withdrawal request and your withdrawal will not apply to Communications that were furnished before the date on which your withdrawal takes effect.

You may obtain a paper copy of any Communication by printing it from your computer or contacting us. If you would like a paper copy of any Communication, please email us at support@bulkexchange.com. There will be no charge for a paper copy of any Communication we have sent you electronically. The request for a paper copy of a Communication will not by itself constitute a withdrawal of your Consent to receive Communications electronically. We reserve the right, but are not required, to send a paper copy of any Communication you authorize us to provide electronically.

Indemnity

You agree to defend, at your expense, indemnify, and hold Bulk Exchange and our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or representatives (Bulk Exchange and such other persons sometimes referred to individually as an “indemnified party” and collectively as “indemnified parties”), harmless from any claims (including, without limitation, any claim, action or proceeding brought by a third party against any indemnified party), actions, or proceedings (“Claims”), losses of any kind, costs, amounts paid in settlement by an indemnified party, liabilities and expenses (including reasonable attorneys’ fees), relating to or arising out of your use of the Bulk Exchange Platform or Services, including, without limitation: (1) your breach of this Agreement or any documents it incorporates by reference; (2) any claim, action or proceeding by a third party against an indemnified party arising out of or relating to your use of the Bulk Exchange Platform or the Services or your actions or inactions with respect to such third party, including but not limited to personal injury, death, lost profits, lost data, or property damage; (3) your violation of any law or the rights of a third party, including, without limitation, and others as a result of your own interaction with such third party; (4) any claim, allegation that any information, Content or other materials that you submit to us, transmit through the Bulk Exchange Platform or to us, or acquire or purchase through use of the Bulk Exchange Platform or Services, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property rights, or any other rights, of any third party; (5) your ownership, use or operation of, or passage on any vehicle in the land, seas, or air, including your provision of Services as a courier; and/or (6) any other activities, actions or inaction of or by you or any of your respective affiliates, successors, assigns, officers, directors, employees, agents or representatives, in connection with the Platform or the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. The indemnified party will notify the indemnifying party of any threatened or actual Claim. You agree to notify Bulk Exchange and any other indemnified party within 24 hours of any threatened or actual Claim. The provisions of this Section shall survive the termination of this Agreement.

Limitation of Liability

IN NO EVENT WILL BULK EXCHANGE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “BULK EXCHANGE” FOR PURPOSES OF THIS LIMITATION OF LIABILITY SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF OR DAMAGE TO DATA OR DOCUMENTATION, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE BULK EXCHANGE PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES), REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT LIMITATION LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF OR DELAY IN DELIVERY, ANY NONCOMPLIANCE OF MATERIALS ORDERED, PURCHASED, SUPPLIED OR DELIVERED VIA THE PLATFORM OR THE SERVICES, BUSINESS INTERRUPTION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, ARISING OUT OF OR IN CONNECTION WITH THE BULK EXCHANGE PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE BULK EXCHANGE PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORT OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT BULK EXCHANGE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS, OR OTHER SERVICES PROVIDED TO YOU BY ANY SUCH PROVIDERS OR SUPPLIERS. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Amount of Damages.

THE MAXIMUM LIABILITY OF BULK EXCHANGE TO A USER OR AFFILIATE OR RELATED PARTY OF USER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY USER TO BULK EXCHANGE DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. UNLESS EXPRESSLY SET FORTH HEREIN, IN NO EVENT WILL BULK EXCHANGE’S LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

Basis of the Bargain.

The parties agree that the limitations of liability set forth in this Section (“Limitation of Liability”) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

Term and Termination

If you breach these Terms, we may take action against you, at Bulk Exchange’s sole discretion, including, but not limited to, terminating your Account and/or disabling your access to the Platform and Services. You acknowledge and agree that we have no obligation to, and will not, reimburse or refund you for any purchases, access, and downloads lost due to involuntary suspension or termination of your Account.

We reserve the right to terminate your right to access and use the Services at any time and for any reason or no reason, including if you violate these Terms or any other terms or policies referenced herein, or if you otherwise create risk or possible legal exposure for us.

Term; Prior Use. The Agreement commences on the date when you accept the Terms (as described above) and remains in full force and effect while you use the Platform or Services, unless terminated earlier in accordance with the Agreement. Notwithstanding the foregoing, you acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Platform or Services; or (b) the date you accepted the Agreement, and will remain in full force and effect while you use the Platform or any Services, unless earlier terminated in accordance with the Agreement.

Termination of Services by Bulk Exchange. If you have breached any provision of the Agreement, or if Bulk Exchange is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Bulk Exchange has the right to, immediately and without notice, suspend or terminate your access to the Platform and any Services provided to you. You agree that all terminations shall be made in Bulk Exchange’s sole discretion and that Bulk Exchange shall not be liable to you or any third party for any termination of your Account. Bulk Exchange may also terminate this Agreement at any time as otherwise provided in this Agreement.

Effect of Termination. Termination of any Services includes removal of access to such Services and barring of further use of the Services. Upon termination of any Services, and your right to use the Platform and such Services, will automatically terminate immediately. You understand that any termination of Services may involve deletion of User Content associated therewith from our databases. Bulk Exchange will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Content. All provisions of the Agreement which by their nature should survive, shall survive termination of your access to the Platform and Services, including, without limitation, the customer content license, ownership provisions, warranty disclaimers, and limitation of liability.

Links to Third Party Sites

Our Services may provide links to other websites operated by third parties. Because we have no control over third party websites, we are not responsible for the availability of those websites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites. We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such websites. These Terms do not apply to your use of third-party websites; your use of such websites is subject to the terms and policies of the owner of such websites. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Confidentiality

You agree not to use any technical, financial, strategic, trade secret or other proprietary or confidential information relating to Bulk Exchange’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by Bulk Exchange for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Bulk Exchange in order to prevent it from falling into the public domain.

Binding Arbitration

PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU, WITH LIMITED EXCEPTIONS, TO RESOLVE DISPUTES WITH BULK EXCHANGE ON AN INDIVIDUAL BASIS (NOT AS A PLAINTIFF IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING) THROUGH FINAL AND BINDING ARBITRATION. THIS PROVISION AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. BY SUBMITTING AN ORDER AND ENTERING INTO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS HEREOF AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS ARBITRATION REQUIREMENT.

YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

THIS NOTICE DOES NOT APPLY: (1) IF YOU ARE A RESIDENT OF ANY JURISDICTION WHICH DOES NOT ALLOW THESE ARBITRATION PROVISIONS, OR (2) IF YOU OPT OUT OF ARBITRATION AS DESCRIBED IN THE "ARBITRATION" SECTION BELOW.

If you live in the United States or another jurisdiction which allows you to agree to arbitration, you and Bulk Exchange agree to arbitrate all Disputes regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, except that each party retains the right: (a) to bring an individual action in small claims court; and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Arbitration is an alternative dispute resolution procedure that allows us to resolve issues without the formality of going to court. Any dispute between us and you is submitted to a neutral arbitrator (not a judge or jury) for resolution.

In the event of any dispute, controversy, or difference, arising among or out of, or in relation to, or in connection with the interpretation or performance of this Agreement or any of the terms hereof, or a breach hereof (“Dispute”), the parties hereto shall promptly conduct informal discussions and negotiations in good faith with a view to resolve such Dispute. Any resolution of such Dispute shall be set forth in a writing signed by the parties.

If such Dispute cannot be satisfactorily resolved by the Parties themselves through consultation within a period of thirty (30) calendar days after notice by you to Bulk Exchange or notice by Bulk Exchange to you, of a Dispute, you or Bulk Exchange may commence an arbitration in accordance with this Agreement. Arbitration shall be governed by the Federal Arbitration Act and shall survive any termination of this Agreement. Any such arbitration will be submitted to arbitration in the County of San Francisco, State of California, in accordance with the rules and regulations of the American Arbitration Association (“AAA”) then in effect, provided that said arbitration shall be heard before a single arbitrator, selected pursuant to said rules and regulations. Said arbitrator shall be knowledgeable with the construction business. The arbitrator’s decision shall be controlled by the terms and conditions of this Agreement and shall be final and binding. Judgment upon the award of the arbitrator may be enforced in any court of competent jurisdiction. The prevailing party shall be entitled to recover from the losing party, in addition to all other relief to which it may be entitled, its costs and expenses, including, without limitation, actual attorneys' fees and the costs of expert witnesses. Nothing in this Section prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or other local, state or federal agency, and nothing shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration; however you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint and instead may seek such relief only through arbitration under this Agreement.

Each side shall pay one-half of the costs of the AAA, the arbitrator and the arbitration, and shall pay his, her, or its own attorneys’ fees and costs, unless the claim(s) at issue permit the prevailing party to be paid its fees and/or litigation costs, in which case the arbitrator may award fees or costs as required by the applicable law.

This Binding Individual Arbitration section survives any termination of this Agreement. Further, although we may revise this Agreement, Privacy Policy, or other related agreements at our discretion, we will not have the right to alter this Agreement to arbitrate or the rules specified herein with respect to any Dispute once that Dispute has accrued. If any part of this Binding Individual Arbitration section is deemed invalid, unenforceable, or illegal, then the balance of this arbitration provision shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision had not been included.

Class Action Waiver

THE ARBITRATION PROCEEDINGS DESCRIBED ABOVE IN THIS AGREEMENT WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. Neither you nor we shall be entitled to join or consolidate disputes by or against other individuals or entities, or to arbitrate any dispute in a representative capacity, including, without limitation, as a representative member of a class or in a private attorney general capacity, in connection with any Dispute. Further, unless both you and we agree in writing, the arbitrator may not consolidate more than one person’s claim. The arbitrator may award any individual relief or individual remedies that are permitted by applicable law, but to the maximum extent permitted by applicable law, may not award relief against us with respect to any person other than you.

Governing Law; Venue; Severability

This Agreement shall be governed by the laws of the State of California, excluding its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You expressly consent to the exclusive personal jurisdiction and venue in the state and federal courts for the judicial district in which San Francisco, California, is located for purposes of any lawsuit filed by or against you arising out of or relating to this Agreement. The invalidity or unenforceability of any provision shall not affect any other part of these Terms.

International Users

Our Services are controlled and operated by us from within the United States of America, and are intended for use only by residents of the United States. We make no representations or warranties that the content or materials of the Platform or Services are appropriate or lawful in any foreign countries, or that anything offered through the Platform or Services will be available outside the United States. Those who choose to access the Platform or Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not use, export or re-export any content downloaded from the Platform or Services or any copy or adaptation of such content, in violation of any applicable laws or regulations, including, without limitation, United States export laws and regulations.

Miscellaneous

Waiver: Failure of Bulk Exchange to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provision or our right to enforce each such provision and no waiver, if granted, shall be continuing. No waiver of any term or condition of this Agreement shall be valid or binding on us, unless the same shall have been set forth in a written document, specifically referring to this Agreement and duly signed by Bulk Exchange.

Entire Agreement: This Agreement sets forth the entire agreement between you and us with respect to the subject matter hereof, and supersedes and replaces any and every other prior or contemporaneous agreement, understanding or negotiation that may have existed between you and us to the extent that any such Agreement relates to the subject matter hereof.

Severability: If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then the parties shall be relieved of all obligations arising under that provision, it being the intent that this Agreement will be deemed amended by modifying the provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, it shall be substituted with another provision that is legal and enforceable and achieves the same objective. If the remainder of this Agreement is not affected and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

Assignment: Bulk Exchange shall have the right to assign this Agreement and all or any part of our rights hereunder to any person, firm or corporation, and this Agreement shall be binding upon and inure to the benefit of our successors, licensees and assigns. This Agreement, the rights and obligations hereunder may not be assigned by you.

Contact Information: If you have questions about this Agreement, you can contact us through the Contact Us page on our website or accessible from our app.

Compliance with Law. User agrees to always comply with all applicable laws, ordinances, regulations, and statutes that are applicable to its use of the Platform and Services.

Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when delivered, if transmitted by email; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Bulk Exchange may provide notice using the information provided in the most recent order form or otherwise provided by User, and User may provide notice using the contact information provided on www.bulkexchange.com.

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.

SUPPLEMENTAL TERMS FOR ORDER FORMS

When ordering Services you, as “User”, are agreeing, on your behalf and on behalf of the receiver of the Shipment (“Receiver”) and anyone else with an interest in the Shipment that these Terms shall apply. “Shipment” means all Materials or orders that travel under one waybill and which may be carried by any means, including air, road, or any other carrier. A “waybill” shall include any Shipment identifier or document produced by Bulk Exchange or User automated systems such as an order form, label, barcode, QR Code, Job Name, waybill, Purchase Order (PO) number or consignment note as well as any electronic version thereof. User shall be responsible for ensuring all information on a waybill is accurate. Every Shipment is transported on a limited liability basis as provided herein.

As a User, you agree to pay the amounts charged for your use of the Bulk Exchange Platform and Services (“Charges”). Charges include and payments for services, fees, taxes, tips, and other charges you agree to as set forth in this Agreement. Pricing may vary based on the services and Bulk Exchange has the authority and reserves the right to determine and modify pricing. You are responsible for reviewing the Charges and paying all Charges incurred under your Account, regardless of your awareness of such Charges or amounts. You must take all reasonable measures to protect your User account information.

Fares and Fees

Fares. Users may be quoted a fare based on the information you offer for the Materials and Shipment, including distance, weight, dimensions, and content. If conditions change, the information you provided is inaccurate, or you make changes to the Shipment information, the actual fare may change. Bulk Exchange does not guarantee the fare will be identical to the fare quoted. Toll costs may be added to the fare quote.

Fees. Customer will pay Bulk Exchange the fees specified in the applicable Order Form (the “Fees”). It is Customer’s responsibility to review Customer’s payment history and charges, and notify Bulk Exchange of any errors or unauthorized charges. If Customer believes that Bulk Exchange has billed Customer incorrectly, Customer must contact Bulk Exchange in writing no later than 30 days after the charge in question has been charged in order to receive an adjustment or credit, if applicable. If Customer does not inform Bulk Exchange in writing within that time, Customer releases Bulk Exchange from all liability and claims of loss resulting from the erroneous or unauthorized charge and Bulk Exchange shall not be required to correct the error or provide a credit or reimbursement of any kind. Billing inquiries should be directed to Bulk Exchange’s customer support department. During the term of this Agreement and for a period of five (5) years thereafter (or such longer period as may be required in the territory/ies Customer operates or until any dispute is finally resolved), Customer agrees to keep and maintain clear and accurate books and records relating to the activities hereunder, including with respect to subscriptions to the products and services sold under this Agreement. Bulk Exchange shall have the right (upon reasonable prior notice) to, itself or through an independent auditor, review and audit the books of Customer to determine compliance with this Agreement.

Fees are due and payable as specified in the applicable Order Form. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services.

Customer authorizes Bulk Exchange (or its designee) to automatically charge Customer’s Credit Card or Payment Information provided by Customer during the Subscription Term and renewal periods for all fees in accordance with the applicable Order Form. By providing Bulk Exchange with payment information, Customer (i) represents that Customer is authorized to use the payment method, and (ii) represents that all payment information is accurate and current. Customer acknowledges and agrees that certain amounts and fees charged each month may vary depending on Customer’s use of the Services and Customer’s number of Seats, and charges may include subscription fees for the remainder of Customer’s applicable billing period.

Service Fees. Bulk Exchange may assess a per-Shipment “Service Fee” to support the Bulk Exchange Platform and Services provided to you.

Other Charges. Other fees and surcharges may apply to the transportation of your Materials, including but not limited to actual or anticipated, state or local fees, and processing fees. In addition, where required by law, Bulk Exchange (or its third-party payment processing service) may collect applicable taxes.

Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g., Stripe) or under a separate arrangement. Bulk Exchange may replace its third-party payment processing services without notice to you. Cash payments are strictly prohibited. Bulk Exchange shall not be liable for the failure of a third-party payment processing service to perform its services, including any data breach by said third party.

No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Bulk Exchange Platform, any disruption to the Bulk Exchange Platform or Services, or any other reason whatsoever.

Unacceptable Shipments

It is the User's responsibility to ensure that any Material dumping or disposal that is arranged through the Bulk Exchange Platform is conducted in accordance with all applicable federal, state and local law and regulations, and with the necessary documentation, analytical reports, environmental reports, approvals, and any other requirements before it is dumped. If any issue occurs, the User immediately must report it to the appropriate authorities and agencies and to Bulk Exchange. In no event will Bulk Exchange be held responsible or liable for Material that is incorrectly, improperly, or illegally disposed of or dumped.

Inspection

Bulk Exchange and Suppliers have the right to open and inspect a Shipment without notice for safety, security, or other regulatory reasons. However, to the maximum extent permitted by applicable law, Bulk Exchange shall have no liability in respect of any one Shipment transported by air (including ancillary road transport or stops en route). User is solely responsible for obtaining any insurance coverage regarding any Materials that are purchased.