Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the platform and services (the “Services”) provided by Replenysh, Inc. (“Replenysh,” “we,” “us,” or “our”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

Order of Precedence

If you have entered into a separate written agreement with Replenysh (such as a master services agreement, order form, statement of work, or signed amendment), that agreement controls over these Terms to the extent of any conflict, including any data processing addendum executed as part of that agreement. Otherwise, these Terms together with our Privacy Policy govern your use of the Services.

Platform Role and Disclaimers

Replenysh provides software, network access, and managed execution to help enterprises route, recover, verify, and optimize circular material flows. Unless expressly agreed in a separate written contract, Replenysh is not a carrier, broker, waste hauler, processor, or end market, and does not take title to materials moving through the network.

Customers and network partners remain responsible for physical handling of materials, permits, licenses, insurance, environmental compliance, workplace safety, and regulatory obligations applicable to their operations. Replenysh does not guarantee any particular routing outcome, recovery rate, market price, regulatory result, or third-party performance.

The Services may use automated systems, including routing, pricing, and verification workflows, to operate material flows. You are responsible for reviewing outcomes that matter to your business and for maintaining appropriate internal controls.

1. Description of Service

Replenysh operates a business-to-business platform for operating circular material flows across facilities, vendors, processors, logistics providers, and end markets, including facility data management, network coordination, document handling, settlement support, and supply chain logistics. The platform is accessed via web applications at app.replenysh.com, portal.replenysh.com, and related services.

2. Eligibility

To use the Services, you must:

• Be at least 18 years of age
• Be authorized by your employer or company to access and use the Services on their behalf
• Have the legal capacity to enter into binding contracts

By using the Services, you represent and warrant that you meet these requirements.

3. Account Registration and Security

You must provide accurate, current, and complete information during registration. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activity that occurs under your account
• Notifying us immediately of any unauthorized use of your account

You may not share your account credentials with any other person. Replenysh is not liable for any loss arising from unauthorized use of your account.

4. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose
• Scrape, crawl, or use automated means to access the Services without our written permission
• Attempt to gain unauthorized access to any part of the Services, other accounts, or connected systems
• Upload or transmit malware, viruses, or other harmful code
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Interfere with or disrupt the Services or the servers and networks connected to the Services
• Use the Services to transmit unsolicited commercial messages
• Reverse engineer, decompile, or disassemble any aspect of the Services

5. Intellectual Property

The Services, including all software, design, text, graphics, and other content created by Replenysh, are owned by Replenysh, Inc. and protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with these Terms.

You retain ownership of all data, documents, and content that you upload to the Services (“User Content”).

6. User Content License

By uploading, submitting, or otherwise making available User Content through the Services, you grant Replenysh a non-exclusive, worldwide, royalty-free license to use, reproduce, store, modify, display, and create derivative works from such User Content only as reasonably necessary to operate, provide, secure, support, and improve the Services for you and other authorized users.

Replenysh will not use identifiable Customer operational data in public marketing without your prior written consent. Aggregated or de-identified data that cannot reasonably identify you, your facilities, or your counterparties may be used to improve the Services and network performance.

You represent and warrant that you have all rights necessary to grant this license and that your User Content does not violate any third party’s rights.

7. Confidentiality

Each party acknowledges that it may receive confidential information from the other party in connection with the Services, including but not limited to pricing, material volumes, facility information, and business processes (“Confidential Information”).

Each party agrees to:

• Use Confidential Information only for purposes related to the Services
• Not disclose Confidential Information to any third party without the disclosing party’s prior written consent, except as required by law or as necessary to perform under these Terms
• Protect Confidential Information with at least the same degree of care it uses for its own confidential information

Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

8. Third-Party Services

The Services may integrate with or contain links to third-party services, including Google Maps. Your use of third-party services is subject to their respective terms and privacy policies. Replenysh is not responsible for the content, accuracy, or practices of any third-party services.

9. Insurance

If you are a partner using the Services to manage material transfers, you agree to maintain commercially reasonable insurance coverage appropriate for your operations, including general liability and, where applicable, cargo or pollution liability insurance. Replenysh reserves the right to request proof of insurance.

10. Security Responsibilities

Security is a shared responsibility:

Replenysh is responsible for:

• Infrastructure security, including server and network protections
• Encryption of data at rest and in transit
• Access controls and authentication mechanisms
• Monitoring and incident response

You are responsible for:

• Using strong, unique passwords and not sharing credentials
• Reporting suspected security incidents to us promptly
• Ensuring that your use of the Services complies with your organization’s security policies
• Logging out of shared or public devices after use

11. Incident Reporting

You must promptly report any suspected security incident, unauthorized access, or data breach involving your account or the Services to privacy@replenysh.com. Prompt reporting helps us protect you and all users of the Services.

12. Availability

Replenysh will use commercially reasonable efforts to maintain the availability of the Services. However, we do not guarantee uninterrupted or error-free access. The Services may be temporarily unavailable for maintenance, updates, or circumstances beyond our control.

13. Warranty Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. REPLENYSH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPLENYSH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

REPLENYSH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO REPLENYSH IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

15. Indemnification

You agree to indemnify, defend, and hold harmless Replenysh, Inc. and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any third party’s rights
• Your User Content

16. Dispute Resolution

Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

Binding Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Delaware.

Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Exceptions

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

17. Termination

Either party may terminate these Terms at any time by providing written notice to the other party.

Upon termination:

• Your access to the Services will be revoked
• Your data will remain available for export for 30 days following termination
• After the 30-day export period, your data may be permanently deleted, subject to any legal retention obligations
• Sections that by their nature should survive termination (including Confidentiality, Limitation of Liability, Indemnification, and Dispute Resolution) will survive

18. Enterprise Data Processing Terms

When Replenysh processes personal data on behalf of an enterprise customer, data protection terms are set out in that customer’s written agreement with Replenysh (such as a master services agreement, order form, or data processing addendum). Those terms are not published on this website. To discuss enterprise agreements, contact privacy@replenysh.com.

19. Modifications to Terms

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the “Last Updated” date above. Your continued use of the Services after any modification constitutes acceptance of the updated Terms.

If you do not agree with the modified Terms, you must stop using the Services.

20. General Provisions

• Entire Agreement. Except as described in the Order of Precedence section above, these Terms together with the Privacy Policy constitute the agreement between you and Replenysh regarding the Services.
• Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. Replenysh may assign these Terms freely.

21. Contact Us

If you have questions about these Terms, contact us at:

Replenysh, Inc.
A Delaware corporation
Email: privacy@replenysh.com
Mailing address: 3198 Airport Loop Ste C, Costa Mesa, CA 92626