These Terms of Service (“Terms of Service”) are by and between Galide and the entity identified as the “Customer” in the Galide Terms of Service New Customer Order Form (the “Order”). These Terms of Service and the Order are collectively the “Agreement”. By signing the Order, Customer agrees to be bound by these Terms of Service and hereby authorizes Galide to recycle, repurpose and/or dispose of the electronics set forth by Customer in one or more Batch Listings (as defined below) (the “Product(s)”) and as set forth on the Order or through use of the Application (as defined below) (collectively, the “Services”), on the terms and subject to the conditions contained herein. BY SIGNING THE ORDER OR USING THE SERVICES, THE INDIVIDUAL SIGNING THE ORDER REPRESENTS AND WARRANTS THAT HE/SHE IS AN OFFICER OF THE ENTITY IDENTIFIED IN THE ORDER AND HAS THE RIGHT TO BIND AND IS BINDING SUCH ENTITY TO THESE TERMS OF SERVICE. SUCH INDIVIDUAL AGREES THAT BY SIGNING THE ORDER, THESE TERMS OF SERVICE BECOME A BINDING OBLIGATION OF CUSTOMER AND CONSTITUTES A CONTRACT BETWEEN CUSTOMER AND GALIDE.
You may use the Services only in accordance with the Agreement. Galide may modify the Services, in general or with respect to Customer, from time to time without prior notice. Galide may delete any content or data from the Services to meet its regulatory obligations or protect Customer, other Galide customers, and/or the Services.
1. Submission of Batch Listings by Customer
Customer will from time to time during the Term provide Galide with listings, descriptions and/or photographs of Products (in a form reasonably acceptable to Galide) that Customer wishes to submit to Galide for repurposing, recycling or disposal pursuant to the Agreement (each such listing, a “Batch Listing”), as further described in the Order.
2. Product Acceptance and Inspection.
Product Acceptance and Title. Title and risk of loss of the Products passes from Customer to Galide when Galide collects such Products from the Customer location or at an alternative site mutually agreed upon by the parties (“Product Acceptance”).
- Pick-up. The parties will mutually agree upon the date on which Galide will collect the Products. Galide is available to collect Products Monday-Friday between the hours of 8 a.m. and 6 p.m. local time of Customer’s location.
- Inspection. Galide will inspect the Products within thirty (30) days after Product Acceptance to determine final eligibility for repurposing and/or recycling. During such inspection (“Inspection”), Galide will determine Product condition and assign grading, based on the grading criteria on the Order form.
3. Media and Data Sanitization.
- Galide shall either(a) remove any and all data from Products in accordance with the requirements of this paragraph or (b) in the event such data cannot be removed in accordance with the requirements of this paragraph, or otherwise at Galide’s discretion, physically destroy the Product (collectively, “Product Sanitization”). Galide shall implement Product Sanitization measures that meet or exceed the standards set forth in the most current version of the National Institute of Standards and Technology (NIST), Special Publication 800-88, “Guidelines for Media Sanitization,” (or any successor NIST publication), or other industry standards, and such measures may include, as appropriate, overwriting, purging, shredding, disintegration, incineration, and pulverization.
- Customer acknowledges and agrees that Galide is not responsible for notifying Customer, or for providing back-ups of, any data discovered on any Products during Inspection.
- Customer agrees to unenroll any Products provided to Galide hereunder from Apple Business Manager (“ABM”) before providing the Products to Galide. If any Products are enrolled in ABM after they are received by Galide, Customer shall be solely responsible for removing the Products from ABM.
- Customer shall further remove firmware and Extensible Firmware Interface passwords from hardware provided as part of the Products
4. Customer Responsibilities.
Please do not copy, upload, download or share information or content unless you have the right to do so. Customer, not Galide, will be fully responsible and liable for what is copied, shared, uploaded, downloaded or otherwise used while using the Services. Customer may not upload spyware or any other malicious software as part of the Services or use of the Application. Customer acknowledges that, as between Customer and Galide, Galide owns and retains all right, title and interest in the Intellectual Property Rights in the Services (including those related to the Application). “Intellectual Property Rights” means: (i) copyrights and other rights associated with works of authorship; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights and all improvements thereto; and (v) all registrations, applications, renewals extensions and continuations, divisions or reissues now or in the future. Customer, not Galide, is responsible for Customer Data.If any information related to your account changes, you must notify Galide promptly and keep your information current. If Galide determines in its sole discretion that Customer or any of its Authorized Users have violated any element of the Terms, Customer or its Authorized Users’ access may be immediately suspended or terminated, up to and including the termination of the Order by Galide, with or without notice. Galide shall not be liable for any damages of any nature suffered by any user, or any third party, resulting in whole or in part from Galide’s exercise of its rights under these Terms. Customer is responsible for keeping the password used to access the Application secure and agrees not to provide its password to any third party. Customer is responsible for all activity using its account, whether or not authorized by Customer. Customer should contact Galide immediately of any unauthorized use of Customer’s account. Customer will not, and will not attempt to, use the Services to violate any laws or any rights of Galide or any other person or otherwise misuse or inappropriately use the Services, and will use the Services only in a manner consistent with the Terms and as set forth in the Order.
5. Buyback and Reporting.
- Buyback and Reporting. Galide shall pay Customer a Buyback Price for Products (the “Buyback Price”) or in lieu of such payment, Customer may direct Galide (email confirmation is sufficient) to make an in-kind technology donation in lieu of paying Customer the Buyback Price. The Buyback Price and the amount of the in-kind technology donation is determined by Galide, in its sole discretion, in accordance with its then-current policies. Galide shall submit to Customer a report of the Buyback Price for the applicable Batch Listing(s)(the “Transparency Report”).
- Taxes. Each party shall be responsible for and pay any and all applicable federal, state, local taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes and use taxes) resulting from its performance and/or receipt of services under this Agreement.
6. Representations and Warranties.
Each party represents and warrants to the other party that (a) such party has the required power and authority to enter into the Agreement and to perform its obligations hereunder; (b) the execution of the Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both parties.
Customer further represents and warrants that (i) it has all right, title and interest in any and all Products, (ii) the Products and the sale of such Products to Galide complies with all applicable laws, statutes and ordinances, (iii) the Products are not counterfeit, stolen or fraudulent and (iv) the Products are free from any liens, encumbrances or other restrictions, and do not include any third-party software which may not be transferred or for which royalties are due.
Galide further represents and warrants that the Services will be performed in a professional manner in accordance with industry standards. If Customer reasonably believes that Galide has not complied with the representation and warranty in the immediately preceding sentence, Customer shall notify Galide within thirty (30) days after the Services are performed, and in such case Galide shall as its sole obligation and Customer’s sole remedy for Galide not complying with such representation and warranty, reperform the nonconforming Services for Customer.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, ALL SERVICES PROVIDED BY Galide HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, Galide MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, Galide is licensing the Application to Customer on an “as is” and “as available” basis, and Galide does not warrant the functionality or availability of the Application.
7. Indemnification.
Galide agrees to indemnify, defend and hold harmless Customer and its subsidiaries, affiliates, officers, directors, agents, and employees (the “Customer Indemnified Parties”) from any and all claims, liabilities, damages, losses, costs, expenses or fees, including reasonable attorneys’ fees (each, a “Claim”) arising from death or personal injury to a person or damage to or destruction of any tangible property which the Customer Indemnified Parties may incur or sustain to the extent such Claim results from the negligence or willful misconduct of Galide and its personnel. Customer agrees to indemnify, defend and hold harmless Galide and its subsidiaries, affiliates, officers, directors, agents, and employees (the “Galide Indemnified Parties”) from a Claim arising from death or personal injury to a person or damage to or destruction of any tangible property which the Galide Indemnified Parties may incur or sustain to the extent such Claim results from the negligence or willful misconduct of Customer and its personnel. The indemnified party agrees to (i) promptly notify the indemnifying party in writing of any Claim; (ii) promptly give the indemnifying party the right to control and direct the investigation, preparation, defense and settlement of such Claim, with counsel of the indemnifying party’s own choosing (provided that the indemnified party shall have the right to reasonably participate, at its own expense, in the defense or settlement of any such Claim); and (iii) give assistance and full cooperation for the defense of same.
8. Electronic Notices and Transactions.
All notices under this Agreement will be in writing and sent to the recipient’s address set forth in the Order and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notwithstanding the foregoing, Customer agrees that Galide may communicate with Customer via email regarding any potential transaction between Customer and Galide. Customer agrees to keep a contact email address current and to ensure emails sent by Galide to Customer are not stopped by spam filters or other types of email blocking software.
9. Force Majeure Events.
Each party shall be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party’s financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event shall automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Upon the occurrence of any Force Majeure Event, the affected party shall give the other party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform.
Galide is committed to protecting your privacy and developing technology that gives you the most powerful and safe online experience. This Statement of Privacy applies to the Galide website and governs data collection and usage. By using the Galide website, you consent to the data practices described in this statement.