The Mill™ Terms of Service (“Terms”) apply to any use of the products and services provided by Mill Industries Inc. and its affiliates (collectively, “Mill,” “we,” or “us”), including our Mill Membership™ subscription service, Mill kitchen bin (“bin”), reservation program, optional Food Grounds™ Supply Program, websites, and mobile applications (collectively, the “Services”). If you do not agree to these Terms, you may not use the Services.
Please note that Section 13 contains a mandatory arbitration provision and class action waiver, which requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us. Except as specified in Section 13, this provision requires that disputes be resolved solely through individual arbitration and not as a class arbitration, class action, or any other type of representative proceeding.
a. Account. To participate in or receive many of our Services, you must register for an account. You are responsible for ensuring that any information you provide to us is accurate and remains accurate. You are also responsible for maintaining the security of your account credentials, and you agree to use a “strong” password that you don’t use on other services. You must promptly notify us if you discover or suspect any unauthorized use of your account.
b. Age. You must be at least 18 years of age to purchase a Mill Membership.
c. Location. The Services are only available in the contiguous United States, Alaska, and Hawaii, and you agree to only use our Services in those locations. We may add or subtract locations from time to time. The availability of Services and amount of membership fees and other fees may vary among locations. You agree that the address in your account is the address where you use your Mill kitchen bin. Before using your bin at another address, you must update the address connected to your account.
d. Other Users. If you use our Services on behalf of another person or entity, (i) you agree to these Terms on behalf of yourself and that person or entity, (ii) you represent that you are authorized to agree to these Terms on that person’s or entity’s behalf, and (iii) all references to “you” throughout these Terms other than this sentence will include you and that person or entity.
2. Mill Reservation Program
The terms of this Section 2 apply if you participate in our reservation program.
a. Deposit and Membership Activation. Your deposit will be in the amount we specify at the time you join our reservation program. If you are still in the reservation program and we notify you that a Mill Membership is available, your membership will be activated once you confirm your membership plan type and shipping and payment information. You must confirm the necessary information and make your first membership fee payment (less the amount of your deposit and any Credits that may be applied), including any applicable taxes and shipping fees, within the time period specified when we let you know a membership is available in order to activate your membership. Upon activation of your membership, we will remove you from the reservation program and ship a Mill kitchen bin to you. If any portion of your deposit remains after you have made your first membership fee payment, the deposit will automatically be applied toward your subsequent membership fees at the time you are billed, up to the amount owed for that billing period, until your deposit has been used in full. We cannot guarantee when or if a Mill Membership will become available to you.
b. Refund of Deposit. Your deposit is fully refundable, and you can remove yourself from the reservation program and request this refund through the account section on our website at any time before you activate your membership. If you do not complete the membership activation process within the time period specified when we inform you a membership is available, or if no such time period is provided, within 14 days of receiving such notice, you will be returned to the reservation program but will cease to accrue additional Reservation Credits. If you are still in our reservation program three years after you joined, we may try to automatically refund your deposit; if we are unable to complete this refund transaction and cannot reach you to confirm where to send the refund, we may donate the deposit.
c. Reservation Credits. To show our appreciation for your support as we make memberships available, we may offer promotional credits (“Reservation Credits”) that can be applied toward your membership fees if and when they are due. If when you are joining our reservation program we offer you the chance to accrue Reservation Credits, beginning the day you join we will provide you Reservation Credits in the amount of $5 for every month you are in our reservation program (on the same day of the month that you join the reservation program, or if there is no such day, the last day of the month) until you accumulate a maximum of $60 in Reservation Credits, activate your membership, or are no longer part of the reservation program, whichever is earliest. Reservation Credits will expire and be forfeited if any of the following occurs: (i) you request and receive a refund of your deposit and are no longer part of our reservation program, (ii) you are removed from our reservation program (for any reason other than because you have activated a membership), or (iii) any Reservation Credits remain unused three years after the date you join the reservation program. Reservation Credits are issued for promotional purposes only; they have no cash value and may not be exchanged for cash or cash equivalents other than as set forth in these Terms. Reservation Credits can only be used as credits toward your membership fees, are non-transferable, and may not be auctioned, traded, copied, bartered, modified, or sold.
d. Limitations. We will not necessarily fulfill reservations in the order deposits are received and may not fulfill your reservation at all. We reserve the right, at any time and for any reason, with or without notice, to refuse to allow you to join our reservation program or to cancel your reservation. If you leave or are removed from our reservation program, we will refund any deposit you made to the payment method you used to make the deposit. Any such refund will only be for the amount we received from you and will not include any interest, taxes, or other amounts.
3. Mill Membership
a. Components. Your Mill Membership subscription service is comprised of the following: (i) use of a Mill kitchen bin, (ii) charcoal filter replacements, (iii) access to our support team and coverage for certain covered repairs (see below), (iv) the ability to participate in the optional Food Grounds Supply Program (see below), (v) use of our app, and (vi) additional gifts, offers, credits, and other benefits we may provide at our discretion. The Mill Membership subscription service is subject to change.
b. Membership Fees. Your subscription includes enrollment in an ongoing and recurring payment plan. You will make your first membership fee payment at the time you activate your membership, but your first billing period will begin on the date your Mill kitchen bin is delivered to your designated address, the date your bin is paired to your account, or 30 days after the bin is shipped, whichever is earliest (“Billing Period Start Date”). The amount of your membership payment and your selected plan type (monthly or annual) will be displayed via our Services at the time you activate your Mill Membership, along with any other fees or charges immediately due. If you subscribe to a monthly membership plan you will be billed on the same day of the month as your Billing Period Start Date, or if no such date exists, on the last day of the month. You agree to pay, and authorize us to automatically charge, the membership fees and any taxes we determine are applicable, to your designated payment method at the start of every new billing period, until your membership is canceled or terminated in accordance with these Terms. If you change what type of membership plan you subscribe to, the change will take effect immediately after the end of your current billing period. You can see your next billing date and the amount to be billed in our app.
We reserve the right to change the membership fees. If the amount of your membership fees is going to change (other than a change in taxes), we will notify you of the new amount to be charged and the date of the charge in advance. If you do not want to pay the new membership fees, you must begin the cancellation process at least 24 hours before the renewal date and complete the cancellation process by returning your bin within 30 days of the end of your last fully paid billing period. If your bin is not returned in this window, you will be charged the new amount each billing period until you return your bin.
c. Redeeming Reservation Credits. If you hold Reservation Credits, they will automatically be applied to your membership fee payments, beginning with your first payment. Provided, however, that Credits (defined below), including Reservation Credits, will not be applied toward any payments until your deposit has been used in full, and that your first membership payment must include a charge of at least five dollars ($5) to your authorized payment method on file. If you subscribe to a monthly membership plan, $5 of Reservation Credits (or the full amount in your account, if less) will be applied each month until you have no remaining Reservation Credits. If you subscribe to an annual membership plan, the full amount of the Reservation Credits in your account will be applied to your first payment.
d. Cancellation. Cancellation of your membership is only effective once every bin sent to you has been returned or picked up by our shipping partner to be returned. You may begin the membership cancellation process in the account section of our website or by contacting our support team. If you begin the cancellation process, you will have 30 days from the end of your last fully paid billing period (the “Return Window”) to return any bin(s) in your possession, and we will postpone charging the membership fee due in the Return Window. If you return your bin(s) in the Return Window, we will waive this membership fee. If, through no fault of ours or our shipping partners’, at the end of the Return Window your bin(s) has not been returned, your membership will remain active, you will be charged the membership fee payment postponed during the Return Window, and you will continue to be charged membership fee payments at the current rate on your existing payment schedule until your bin(s) has been returned. If your bin(s) is lost, stolen, or otherwise cannot be returned, you agree to contact our support team immediately and to pay a bin replacement fee if you want to cancel your membership. After beginning the cancellation process, you can continue to use the Services until you cancel your membership or miss a scheduled payment, provided that if you choose to cancel and return your bin(s) during a billing period, you will forfeit the remainder of your term. Membership fees are nonrefundable and there are no refunds or credits for canceling in the middle of a billing period. You must notify us of your intent to cancel your membership at least 24 hours before the end of your current billing period to begin the Return Window, otherwise you will be charged as scheduled. If you fail to return your bin(s) within the Return Window and complete the membership cancellation, you will not be eligible to receive an additional Return Window grace period.
4. Mill Kitchen Bin
a. Delivery. You must follow instructions we provide to receive a Mill kitchen bin. You bear risk of loss for the bin upon receipt. You agree to inspect your bin upon receipt and notify us immediately if you find any damage. If you fail to notify us of any damage upon receipt, you acknowledge the bin was damage-free when delivered.
b. Safety. Prior to using your Mill kitchen bin for the first time, you must complete our onboarding requirements and review any safety warnings and instructions we provide, including the warnings and instructions in our safety card[link to safety card]. You agree to always follow these warnings and instructions while using a bin.
c. Setup and Use. You are responsible for the setup and use of your bin in accordance with the instructions we provide, including those in the user manual[link to user manual]. You may only use your bin with accessories (e.g., charcoal filters) provided by us and in accordance with our instructions, including any instructions provided by our support team. You are responsible for obtaining wireless Internet at the place in which your bin is located. The Services may be subject to malfunctions and delays inherent in the use of the Internet. You agree that you will not give or lend your bin to anyone else. You must protect your bin against damage, tampering, theft, and misuse, and agree to notify our support team immediately if your bin is lost or stolen. If your bin is stolen, you agree to file available insurance claims, cooperate with us on any insurance claims we make, and remit to us any proceeds you receive from an insurance claim on your bin.
d. Charcoal Filter Replacement. As long as your membership is active, from time to time we will send a replacement charcoal filter for your Mill kitchen bin to the mailing address connected to your account. Unless we instruct otherwise, you agree to return your used charcoal filters within 30 days of receiving a new one and are responsible for the cost of any charcoal filters you fail to return on time. Additional charcoal filters can be requested by contacting our support team; however, additional charges may apply if you have already received 6 or more filters in the preceding 6 months.
e. Prohibited Materials. You agree that you will not place anything in your Mill kitchen bin that may damage, degrade, or harm the bin, or that poses a safety risk to yourself or others (“Prohibited Materials”). You agree that it is your sole responsibility to ensure Prohibited Materials are not added to your bin. If you are unsure if something is a Prohibited Material, please contact our support team.
f. Membership Warranty; Maintenance or Replacement. Your Mill kitchen bin is subject to a limited warranty described here (the “Membership Warranty”). You are responsible for repair and replacement costs for anything not covered by the Membership Warranty. We retain sole discretion in determining whether maintenance or replacement of a bin is needed and whether maintenance or replacement is covered by the Membership Warranty.
g. Bin Return. You must return your Mill kitchen bin and all accessories (unless we instruct otherwise) to us in order to cancel your membership, if your membership is terminated, as needed for maintenance or replacement, to receive an upgraded bin or different model, for recall advisories, or for other reasons as we may indicate. You agree to return your bin in accordance with the instructions we provide. If we send you a box to return your bin but you do not complete the return, additional charges may apply if you need an additional box to complete a return. If we instruct you to return a bin, you must do so by the date we specify. Your membership will not be canceled until all bins sent to you have been returned or you have paid the applicable replacement fee.
h. Ownership. Your Mill kitchen bin and all accessories (excluding Food Grounds) are the exclusive property of Mill. Any Mill kitchen bin and accessories we provide are rentals subject to your having an active membership, and we retain ownership of the Mill kitchen bin and all accessories (excluding Food Grounds) at all times. Nothing – including payment of charges for unreturned, lost, stolen, or damaged bins – will result in a sale of, or transfer of title to, any of our bins.
i. Bin Model; Upgrades. Your Mill kitchen bin may be a refurbished model with cosmetic imperfections. We reserve the right to replace your bin with a different bin for any reason at any time, and you agree to follow any steps we provide related to effecting such a bin exchange. We may, from time to time, make upgraded versions of the bin available, or choose to offer additional bins, accessories, or other services. If we indicate that an upgrade requires payment of additional fees, and you elect to receive the upgrade, you are responsible for such fees, including, if applicable, any recurring fees, in the amount indicated at the time you elect to purchase the upgrade, including applicable taxes.
5. Food Grounds Supply Program
a. Availability. The Food Grounds Supply Program is a part of the Mill Membership, offering you the choice to place food you don’t or can’t eat in your Mill kitchen bin and provide the dried and ground food you empty from the bin’s bucket (“Food Grounds”) to Mill to preserve it as food rather than discarding it and creating waste. Additional instructions and terms regarding your participation in the Food Grounds Supply Program may be provided separately, including in our app, on our website, and on Food Grounds shipment boxes (each a “Food Grounds Box”). The Food Grounds Supply Program may vary between or not be available in all locations. A new Food Grounds Box will be shipped to your address on file after we receive a Food Grounds shipment from you, provided you have ordered no more than 10 Food Grounds Boxes in the preceding 12 weeks; if you exceed this number, charges may apply to order additional Food Grounds Boxes.
b. Transfer of Food Grounds. You understand and agree that your Food Grounds are your personal property and have value based on their reusability, nutrients, and the efforts and expense you have undertaken to create them. If you choose to participate in the Food Grounds Supply Program and provide any Food Grounds to us, you are doing so freely because you believe there is additional value in Mill keeping your Food Grounds out of the waste stream. Title to any Food Grounds you choose to provide to us transfers to us at the time our logistics partner takes possession of the Food Grounds Box in which they're held. You understand and agree that Food Grounds and their diversion from landfills may have value and we may profit from reselling Food Grounds and from selling the environmental benefits associated with diverting Food Grounds from landfills (e.g., carbon and methane credits). The consideration you receive in exchange for providing us with Food Grounds may be limited to the value that you place on diverting them from the waste stream. You understand and agree that you are providing us with Food Grounds as part of the Food Grounds Supply Program rather than discarding them or deeming them unwanted, that your participation in the Food Grounds Supply Program is optional and voluntary, and that your membership fees, and any other fees you may owe us, are unaffected by your participation or nonparticipation in the program.
c. Mill’s Use of Food Grounds. While we intend to partner with farmers, feed producers, and other similar businesses to use Food Grounds as a chicken feed ingredient, we reserve the right to use, or allow our partners to use, Food Grounds in any way and for any purpose, and to partner or contract with any entity or person. At this time, we are working through the necessary scientific and regulatory processes to turn Food Grounds into a safe and nutritious chicken feed ingredient. Marketing materials or other communications depicting or describing how Food Grounds have been or are intending to be used do not guarantee that your Food Grounds contribution(s) was or will be used in the same way.
d. Supported and Unsupported Materials. You can place a wide range of organic materials in your Mill kitchen bin to be processed into Food Grounds (“Supported Materials”), but there are certain materials that may contaminate Food Grounds and therefore should not be placed in your bin (“Unsupported Materials”). You can find a nonexclusive list of Supported Materials and Unsupported Materials, which may be updated from time to time, in our app (the “Inputs Guide”). In addition to anything listed as an Unsupported Material in the Inputs Guide or that may contaminate Food Grounds, Unsupported Materials are (i) Prohibited Materials, or (ii) materials that a reasonable person would not consider to be edible or inedible food, in each case unless listed as a Supported Material in the Inputs Guide.
e. Food Grounds Quality. You understand that we intend to turn Food Grounds that are supplied to us into a chicken feed ingredient; therefore, it is critically important to the health and safety of chickens that Unsupported Materials are not put in your bin and that you handle Food Grounds properly when you transfer them from your bin to a Food Grounds Box. You agree and acknowledge that you will (i) segregate Supported Materials from Unsupported Materials, (ii) take all necessary precautions and care to ensure only Supported Materials are placed in your bin, and (iii) abide by the instructions and notices we provide regarding how to properly use your bin. You understand that Unsupported Materials being placed in your Mill kitchen bin, or failure to follow our instructions regarding proper use of a bin, may pose a food safety risk that could endanger or harm chickens and people. You understand that we may refer to you as a supplier of chicken feed ingredients in our communications. We may in the future choose to offer incentives or discounts to reward you for sending us Food Grounds that meet our quality requirements.
f. Food Grounds Shipment. We may engage third-party logistics providers to collect your Food Ground Boxes and deliver them to us. Accordingly, you may be required to follow terms and conditions set forth by these parties. If the Food Grounds Supply Program is available in your location but these parties do not or cannot service your address, you may be required to bring your Food Grounds Box to a location they designate. Once Food Grounds are shipped, they cannot be returned. You agree to follow the Food Grounds shipment instructions provided, as applicable, in our app when scheduling your shipment, by our support team, and by the third-party provider shipping your Food Grounds. We cannot guarantee when, or that, our logistics partners will arrive on the day of your scheduled shipment.
g. Food Grounds Inspection and Notices. You acknowledge and agree that we may inspect each shipment of your Food Grounds to assess its quality. We may provide you with reports on the results of our assessments (for example, if we found Unsupported Materials or if Food Grounds are still wet) to help ensure your Food Grounds meet requisite quality standards and advise you on ways to improve future shipments. You agree to review these notices and follow any instructions provided therein.
h. Suspension or Termination of Participation. We reserve the right to limit, suspend, or terminate your participation in the Food Grounds Supply Program, and/or your ability to schedule Food Grounds shipments, at any time and with or without notice, at our sole discretion, including due to you shipping Food Grounds to us that do not meet our quality requirements.
6. Modifying, Suspending or Terminating Services
We reserve the right to at any time, with or without prior notice, in our sole discretion and for any reason, modify, suspend, terminate, or stop providing all or portions of our Services and/or to require the immediate return of your Mill kitchen bin. Unless otherwise specified by us at the time of cancellation or termination, all licenses granted to you hereunder shall terminate automatically and your right to use the Services shall cease (i) if you cancel your membership, at the end of your final billing period, or (ii) if we terminate your membership, immediately upon such termination. We are not responsible for any loss or harm related to your inability to access or use our Services.
7. Other Payment Terms
a. Payment Method. You must designate a valid payment method to create an account or purchase a Mill Membership. You represent and warrant that you are authorized to use your designated payment method for payment of all fees to us under these Terms and you authorize us to charge your payment method for those fees. We may receive updated information from your issuing bank or our payment service provider about any other payment method you have used to pay for Services, and you authorize us to charge your updated payment method for any amounts we are authorized to automatically charge pursuant to these Terms.
b. Taxes. You are responsible for any sales, use, value-added, or other governmental taxes, fees, or duties due with respect to your purchase and use of the Services. We may charge and collect these taxes, fees, and duties from you if we determine, in our sole discretion, they may apply. If you believe you have been charged for any taxes that do not apply, you agree to contact our support team within 30 days of invoice of such tax. We are not required to collect taxes in all states. You may have a duty to directly report and pay taxes if we do not collect such taxes.
c. Errors. In the event of a billing error, we reserve the right to correct the error and revise your payment accordingly, which includes charging the correct price.
d. Refunds. Unless otherwise specified at the time you make your purchase or activate your membership, other than as described in these Terms we are not obligated to provide any refunds.
e. Collections Agencies. In the event we use a third-party collection or administrative agent to resolve or collect any damages, fees, infringement of law or these Terms, fines, or penalties, you agree to pay all costs and collection fees including, but not limited to, administrative and legal costs to such agent upon demand without protest.
f. Late Payments. If we do not receive a payment you owe us under these Terms by the date such payment comes due, which may be after your membership ends, including because any bank or other financial institution refuses to honor any payment, we will attempt to notify you and will make additional attempts to charge your designated payment method. Late or missed membership payments will not change your billing period or other scheduled payments.
g. Promotional Credits. We may choose to offer promotions or credits for the Services in various ways, including but not limited to, coupons, credits, and promotional campaigns (“Promotional Credits”). We reserve the right to award Promotional Credits at our sole discretion. To qualify for and receive any Promotional Credits, you must meet the requirements indicated in the applicable Promotional Credits offer. Unless otherwise indicated in the terms of the credit offer, Promotional Credits can only be used to offset your subsequent membership fee payments. To the extent that you have been awarded Promotional Credits, unless the offer states a different expiration date, credits will expire and no longer be redeemable 12 months from the date the credit was issued. For Promotional Credit offers available only to new Mill Membership subscribers, you will be disqualified and will not be entitled to receive the Promotional Credits if your name, email, phone number, or credit card are (i) linked to an existing active or inactive Mill Membership or Mill account, or (ii) suspected of being connected to fraudulent activity. All offers are subject to availability. We may, in our sole discretion, modify or cancel a promotional or credit offer or this credits policy at any time.
Under no circumstances can Reservation Credits and/or Promotional Credits (each, “Credits”) offset the amount due for your membership fees, or other amounts owed, by more than the amount then owed. If Credits are applied to a payment that later qualifies for a refund, the maximum refund you may receive is the amount you actually paid. Under no circumstances will a refund be made for the cash value or cash equivalent of previously applied Credits. Credits are issued for promotional purposes only; they have no cash value and may not be exchanged for cash or cash equivalents other than as set forth in these Terms. Credits can only be used by you, are non-transferable, and may not be auctioned, traded, copied, bartered, modified, or sold. We may alter the terms and conditions applicable to any Credits at any time and for any reason.
8. Additional Prohibited Conduct
You will not, nor will you permit anyone else to:
a. use a Mill kitchen bin or other Services other than for their intended purpose; for any malicious, illegal, or unauthorized purpose; or in a negligent, grossly negligent, or reckless manner;
b. violate any applicable law, contract, intellectual property right, or other third-party right, or commit a tort;
c. put any Prohibited Materials in your bin;
d. place your bin (i) outside of your dwelling, (ii) in an uncovered area, or (iii) anywhere it is reasonably likely to be damaged;
e. license, sell, resell, rent, lease, transfer, assign, trade, barter, distribute, host, or otherwise commercially exploit the Services, including a bin, in any way;
f. copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
g. make or allow others to make any aftermarket alterations or modifications to your bin, or otherwise tamper with the bin;
h. provide your bin to anyone other than us or our authorized agents for alteration, adjustment, or maintenance of any kind;
i. intentionally damage a bin;
j. modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services; or
k. engage in, encourage, or promote any activity that violates these Terms.
9. Intellectual Property
a. Ownership. The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, are owned by us or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including, but not limited to, any intellectual property rights in the firmware or software embedded in the Mill kitchen bin and our app or used to provide the Services, are reserved by us or our licensors.
b. Limited License; Updates. Subject to these Terms, you may use the Services for your own personal use, and we grant you a non-exclusive, non-transferable, revocable limited license to install copies of our mobile app on mobile devices you own or control for use in connection with your membership. Software copies and updates to our mobile app, and software and firmware copies and updates to our bins, including the bin, are not sold, only licensed to you personally in object code form only (without making any modification thereto) on a non-exclusive, non-transferable, limited, and revocable basis. You shall not take any action nor allow anyone else to take any action that will reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code from the binary code of our bins or mobile app. We may, from time to time, provide updates to our mobile app or bin software. You authorize us to automatically install these updates without providing any additional notice or receiving any additional consent. If you do not want those updates, your remedy is to stop using the Services. If we ask for your cooperation to install any update, you must follow our instructions to promptly install the update. Any use of the Services other than as specifically authorized by us, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
c. Feedback. You may voluntarily submit or otherwise communicate to us any questions, comments, suggestions, ideas, or other feedback about us or our Services. You understand that we own and may use such feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You understand that we may treat feedback as nonconfidential.
d. Trademarks. Mill, Mill Membership, Food Grounds, our logos, our product or service names, our slogans, the look and feel of the Services, and any other marks, logos, language, or other assets listed on the Trademark Notices section of our website are our trademarks and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless us, our affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Mill Parties”) from and against any losses, liabilities, claims, demands, damages, expenses, or costs (“Claims”) arising out of or related to: (a) your access to or use of the Services, provided, however, that your indemnification of us will only apply to your participation in the Food Grounds Supply Program or to transferred Food Grounds (i) before the point your Food Grounds are given to our shipping provider, or (ii) for transferred Food Grounds, to the extent you were noncompliant with our instructions regarding Food Grounds or the Food Grounds Supply Program; (b) your feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify Mill Parties of any Claims, cooperate with Mill Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Mill Parties will have control of the defense or settlement, at Mill’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Mill or the other Mill Parties.
11. Disclaimers of Express/Implied Warranties
Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, we do not represent or warrant that our Services are accurate, complete, reliable, current, or error-free. You assume the entire risk as to the quality and performance of the Services.
12. Limitation of Liability
a. To the fullest extent permitted by applicable law and except for the Membership Warranty for bins described here, Mill and the other Mill Parties will not be liable to you under any theory of liability – whether based in contract, tort, negligence, strict liability, warranty, or otherwise – for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Mill or the other Mill Parties have been advised of the possibility of such damages.
b. The total liability of Mill and the other Mill Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Services.
c. The limitations set forth in this Section 12 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Mill or the other Mill Parties, or personal injury or property damage solely to the extent caused by our negligence or a defect in our bin, or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
d. To the fullest extent permitted by applicable law, you release Mill and the other Mill Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
13. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
a. No Representative Actions. You and Mill agree that any dispute arising out of or related to these Terms or our Services is personal to you and Mill and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.
b. Arbitration of Disputes. Except for small claims disputes or disputes in which you or Mill seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Mill waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security (collectively, “Disputes”), resolved in court. Instead, for any Dispute that you have against Mill, you agree to first contact Mill and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at email@example.com or by certified mail addressed to Mill Industries Inc., 1099 Sneath Lane, San Bruno CA 94066, Attn: Legal Department. The Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Dispute; and (iii) set forth the specific relief sought. If we have a claim against you, we will provide a notice to you to your email address in similar form to that described above. If you and Mill cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in San Francisco County, California unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 13, a “consumer” means a person using the Services for personal, family, or household purposes. You and Mill agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
c. You and Mill agree that these Terms affect interstate commerce and that the enforceability of this Section 13 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms, and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
d. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Mill, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information gathered, prepared, and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
e. You and Mill agree that for any arbitration you initiate, each party will be responsible for filing fees and costs in accordance with the JAMS Rules. You and Mill agree that the state or federal courts of the State of California and the United States sitting in San Francisco County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
f. Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Mill will not have the right to assert the claim.
g. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 13 by sending an opt-out notice to firstname.lastname@example.org. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 15(c).
h. If any portion of this Section 13 is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 13 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable.
14. Changes to Terms
We may make changes to these Terms from time to time. If we make changes, we will provide notice of such changes by, for example, sending an email notification, providing notice through our Services, or posting the amended Terms and updating the “Last Updated” date above. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services. Unless material changes are made to the arbitration provision under Section 13, you agree that modification of these Terms does not create a new right to opt out of arbitration.
a. Severability. If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision shall be severed from these Terms and does not affect the validity and enforceability of any remaining provisions.
b. Investigations. You agree that if requested, you will assist us with any regulatory, compliance, oversight, or legal investigations, proceedings, applications, or reviews related to our Services, including any related to Food Grounds or the Food Grounds Supply Program.
c. Governing Law and Venue. Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between us and you that is not subject to arbitration under Section 13 will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Francisco, California.
d. Notifications. We may provide notifications to you as required by law, or for marketing or other purposes, via (at our option) email to the primary email associated with your account, our app, hard copy, posting of such notice on our website, or other mediums.
e. Miscellaneous. All sections of these Terms that, by their nature, should survive termination will survive termination. Wherever the singular is used in the Terms, including references to a bin or bins, the same shall be construed as meaning the plural, and vice versa, if applicable in the context, unless otherwise specifically stated. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. These Terms will inure to the benefit of our successors and permitted assigns. We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, these Terms will govern unless expressly set forth otherwise in the additional terms.
16. iOS Minimum EULA Requirements
The following terms apply if you are accessing or using our app on an Apple Inc. (“Apple”) branded mobile device.
a. Acknowledgement. The Terms are concluded between Mill and you only, and not with Apple, and, as between Apple and us, we are solely responsible for the app and the content thereof.
b. Scope of License. The license granted to you for the app under the Terms is limited to a non-transferable license to use the app on any Apple-branded products that you own or control and as permitted by the Apple Usage Rules set forth in the App Store Terms of Service, except that such app may be accessed, acquired, and used by other accounts associated with the purchaser via “Family Sharing” or volume purchasing.
c. Maintenance. We are not obligated to provide any support or maintenance services for the app, provided that we are solely responsible for such services to the extent required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the app.
d. Warranty. To the effect not effectively disclaimed under Section 11 of the Terms, we are solely responsible for any warranties, whether express or implied by law. In the event of any failure of the app to conform to any applicable warranty not effectively disclaimed under Section 11, you may notify Apple, and Apple will refund the purchase price (if any) for the app; and you agree that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the app, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be our sole responsibility.
e. Liability. Subject to Section 11 of the Terms, we, and not Apple, are responsible for addressing any claims of yours or any third party relating to the app or your possession and/or use of that app, including: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
f. IP Claims. Subject to Section 11 of the Terms, in the event of any third-party claim that the app or your possession and use of our app infringes any third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
g. Third-Party Beneficiaries. Apple and its subsidiaries are third-party beneficiaries of these Terms and will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
h. Name and Address. If you have any questions, complaints, or claims with respect to the app, they should be directed to us.