PLEASE READ THE ENTIRE AGREEMENT. 
YOU MAY PRINT THIS DOCUMENT FOR YOUR RECORDS.

INTRODUCTION

THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU/MEMBER AND THE PLASTIC BANK RECYCLING CORPORATION  (“PLASTIC BANK”). COLLECTIVELY THE “PARTIES” AND EACH, A  “PARTY”.

BY PURCHASING AN IMPACT MEMBERSHIP (“MEMBERSHIP”) YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

RECITALS

1. Plastic Bank recovers plastic from the environment while helping alleviate poverty. Our collection communities exchange plastic waste as currency for secure income and life-improving benefits. The gathered plastic, which is traceable through the PlasticBank® app named Alchemy,  is then recycled and integrated into the global supply chain. 
2. The Member wishes to participate with Plastic Bank to fund the recycling of plastic waste in collection communities.  In exchange for payment of the Fees by the Member, Plastic Bank agrees to collect the set volume of plastic from the environment and to grant Member the Licensed Rights as set out herein.
3. In consideration of the Recitals, mutual covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
   1. This Agreement contains the complete terms and conditions governing your relationship with Plastic Bank and, if applicable, your participation in the Membership. The purpose of this Agreement is to allow the Member to use their relationship with Plastic Bank to enhance and differentiate their brand(s) by sharing our stories or impact. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Plastic Bank, and “you,” “your,” yours “,”Member “, and “Member’s” refer to you as a participant in the Membership.
   2. Your continued right to participate in the Membership is conditioned upon the ongoing compliance with the terms and conditions of this Agreement. Your failure to observe the terms and conditions of this Agreement will disqualify you from participating in the Membership. Approval may be withdrawn by Plastic Bank, at any time and for any reason.
   3. Any changes/amendments to this Agreement shall be communicated to you by Plastic Bank via email at the email address registered in the Membership. Continued participation by you in the Membership shall be considered your deemed acceptance of the said amended Agreement.

TERMS AND CONDITIONS

Plastic Bank and the Member agree to the following terms and conditions (the “Terms and Conditions”):

1. Definitions and Interpretation. 

   The following terms have the following meanings.  All capitalized terms not otherwise defined in this section have the meaning as set out in the relevant section.  

   1. “Brand Guidelines” means Plastic Bank’s rules regarding the use of the Trademarks, Story, and other intellectual property, as set out on Schedule A.
   2. “Collected” means the extraction of plastic waste, typically in the form of plastic bottles, from the environment and includes the prevention of such plastic waste from entering into oceans and waterways by way of removing such plastic waste at or prior to the source of entry into such oceans and waterways.
   3. “Fees” means the aggregate of all fees to be paid by the Member to Plastic Bank, pursuant to this Agreement.
   4. “Licensed Rights” means the rights granted by Plastic Bank to the Member  to use the Marketing Assets–Certificates, ImpactPage, Trademarks and assets within Storybook.
      1. Certificates: Verified claim of offsetted amount stating the ownership of this claim resides solely with the purchaser.
      2. Impact Page: Member impact web page located on Plastic Bank’s website showcasing Member’s totalled impact.
      3. Storybook: Collection of all marketing materials provided to the Member to access  digital assets and marketing communications, which includes logos, media, claims, design templates, member stories, and company description.
      4. Trademarks: means Plastic Bank’s trademarks, including all intellectual property rights therein, as set out in Schedule A- Brand Guidelines , including without limitation, slogans, logos and brands as may be produced by Plastic Bank from time to time.
   5. “Plastic Collection Credit” or “PCC” means a credit, granted to the Member , whereby in exchange for such a credit, Plastic Bank will ensure that at least one (1) kilogram of plastic material is rewarded and collected by a collector member.
   6. “Story” means the broadcast or communication of any element of the recycling ecosystem, including the Trademarks, data, statistics, testimonials, media, video, descriptions, biographies, or any other information that communicates the operations or impact within the Plastic Bank ecosystem.
2. Licensed  Rights. 
   1. Grant of License. Subject to the terms and conditions set out herein, Plastic Bank hereby grants to the Member  a non-exclusive, non-transferable, non-sublicensable, license to use, and advertise the Licensed Rights on any digital platforms (e.g. Member’s official website, Member’s official facebook page, Member’s official instagram page etc.) owned by the Member . For the avoidance of any doubt, the Member may use Plastic Bank’s logos on any products packaging manufactured by the Member during the Term. 
   2. Permitted Use.  The Member shall only use the Licensed Rights  as set out in this Agreement, and not for any other purpose; and only in accordance with the Brand Guidelines.   The License Rights granted hereunder may be revoked at any time by Plastic Bank for any improper use or use other than as licensed pursuant to this Agreement.
   3. Ownership of Licensed Marks.    Plastic Bank owns all rights, title and interest in and to the Licensed Rights. The Licensed  Rights, including the Trademarks constitute Plastic Bank’s valuable intellectual property and are proprietary to Plastic Bank. The Member  will identify Plastic Bank as the owner and source of the Trademarks in all documents incorporating the Licensed Rights. Except for the limited use license granted to the Member , no rights are transferred pursuant to this Agreement. All goodwill associated with the Trademarks, and all rights therein shall enure to the benefit of, and belong exclusively to Plastic Bank.  The Member  shall not misuse the Trademarks or do anything to bring the Trademarks into disrepute, or take any action that would diminish the goodwill associated with the Trademarks.  The Member  shall not dispute or contest, directly or indirectly, Plastic Bank’s exclusive right and title to the Trademarks or the validity thereof, nor register or attempt to register any similar or competing Trademarks, nor misappropriate any of the Trademarks for use as a domain name.   
3. Member’s Trademarks 

   You  agree that Plastic Bank may use images of your trademarks for the purpose of promoting the Membership. Except for the limited use license granted to Plastic Bank, no rights are transferred pursuant to this Agreement. All goodwill associated with the Member trademarks, and all rights therein shall enure to the benefit of, and belong exclusively to the Member. Plastic Bank shall not misuse the Member’s trademarks or do anything to bring such trademarks into disrepute, or take any action that would diminish the goodwill associated with such trademarks.  Plastic Bank shall not dispute or contest, directly or indirectly, Member’s exclusive right and title to its trademarks or the validity thereof, nor register or attempt to register any similar or competing trademarks, nor misappropriate any of the trademarks for use as a domain name.   

4. Promotion 
   1. You are free to promote your own websites, but you are prohibited from creating or using any promotion mentioning Plastic Bank that could be perceived by the public or the press as a joint effort, expressed or implied, between you and Plastic Bank. 
   2. If you advertise among other keywords or exclusively bid in your pay-per-click campaigns on keywords such as Plastic Bank, plasticbank.com, www.plasticbank.com, PlasticBank, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – you will be considered a trademark violator, and you will be terminated from Plastic Bank’s Membership . We will do everything possible to contact you prior to the ban, but we have no obligation to do so. We reserve the right to expel any trademark violator from our Membership without prior notice, and on the first occurrence of such pay-per-click bidding behavior.
5. Eligibility
   1. You must be an active participant in the Membership with a monthly membership in good standing.  You will be removed from the Membership  if your Membership lapses/suspends due to non-payment or otherwise, or if you do not respond to more than three (3) attempts to contact you to resolve any issue through the contact details provided in your Member profile created in the Professional Impact Account through your login on plasticbank.com. You are solely responsible to ensure that your contact details in the online Member profile are correct.
   2. You will comply with the Terms and Conditions of this Agreement at all times.
   3. We will cancel your existing account/Membership if we determine that your site is unsuitable for our Membership, including if it:
      1. Promotes sexually explicit materials.      
      2. Promotes violence.         
      3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
      4. Promotes illegal activities.
      5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
      6. Includes “Plastic Bank” or variations or misspellings thereof in its domain name.
      7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
      8. Contains software downloads that potentially enable diversions of referral payments from other referral sources participating in our Membership.
      9. Promotes “get-rich-quick” schemes that have no tangible business value.
      10. Misrepresents the nature of our relationship.
      11. Is in violation of any other term or condition referenced herein.
   4. Notwithstanding anything to the contrary, in the event of cancellation of a Member’s Membership  by Plastic Bank due to any of the reasons mentioned in above Section 5.3, the Member shall immediately forfeit all rights granted to the Member under this Agreement. For avoidance of doubt, Section 6 (Cessation of Licensed Rights) shall not apply to such Members . 
   5. If you engage in email marketing that references Plastic Bank, you must have the consent of the recipient to send such email and shall maintain records evidencing such consent and you will supply such records to Plastic Bank within one (1) business day of a request.
   6. Plastic Bank reserves the right, at any time, to review your placement and reject the use of links and require that you change the placement or use to comply with the guidelines provided to you.
   7. It is your obligation to review this Agreement regularly. You must stay aware of any changes to this Agreement, although Plastic Bank will use its reasonable efforts to notify you of any changes.
   8. From time to time Plastic Bank may determine additional obligations in its sole discretion. In the event of such changes you will be notified.
6. Cessation of Licensed Rights 
   1. Upon termination or expiration of the Agreement, the Member shall have ninety (90) days to remove Plastic Bank’s logos and other Licensed Rights granted to the Member under this Agreement from its digital and other manual platforms and discontinue production of and promotion of any products that contain or reference Plastic Bank’s logos and other Licensed Rights. Notwithstanding anything to the foregoing, the Member may continue to use Certificates and Impact Page after the termination or expiration of this Agreement.
   2. In case of Members whose Membership  is lapsed/suspended as per Section 5.1, the above mentioned ninety (90) days period shall begin from the date of lapse/suspension of their Membership. Such Members may also use Certificates and Impact Page after the lapse/suspension of their Membership.
   3. If the Member fails to meet these obligations, the Member shall be responsible for paying liquidated damages of USD 250 per week beyond the above stipulated time frames for packaging and digital platforms separately, until such references are eliminated. In addition to above, Plastic Bank retains the right to seek an injunctive relief, to ensure the removal of any reference to Plastic Bank and/or Licensed Rights from Member’s digital platforms and products packaging. The Member  accepts and acknowledges that these damages represent a fair estimate of the harm caused to Plastic Bank due to unauthorized use of Plastic Bank’s name and Licensed Rights by the Member.
7. Term and Termination

   The term of this Agreement shall commence on the date of the purchase of the Membership by you (“Commencement Date”) and shall continue on a monthly basis until terminated earlier by the Member. In case of annual memberships, the Membership shall commence from the Commencement Date and shall continue on yearly basis until  terminated by either of the Party as per this Agreement. However, in the event of Fees being declined due to any reason, Plastic Bank shall automatically retry to deduct the Fees within five (5) days of such decline of payment. Members may terminate/cancel their Membership through the impact web page anytime during the year. Upon cancellation, for annual membership, the Membership shall continue until the end of the current Membership year and shall not be renewed for the following year.  Moreover, Plastic Bank shall send a thirty (30) days prior email renewal reminder to the Member before the expiry of the current Membership year. The Member may choose to cancel  the Membership renewal before the automatic renewal of the same.  

   The Member agrees and acknowledges that the Membership Fees is collected on Commencement Date and it covers benefits for a year, regardless of the cancellation of Membership in between the Membership year. Membership Fees are non-refundable, and no prorated refund shall be issued to Member if the Member chooses to cancel the Membership at any time during the Membership year.

   Notwithstanding the Term, either Party may terminate this Agreement and all rights granted herein effective immediately without notice or prior opportunity to cure the default, for cause.  Without limiting the foregoing, “cause” includes: (a) a material breach of this Agreement (which, for clarity includes any use of the Trademarks or Story that is not in accordance with the Brand Guidelines); or/and (b) if a Party becomes insolvent or files a petition in bankruptcy or any insolvency proceedings are instituted by or against it, or if it makes an assignment for the benefit of its creditors, or is placed in the hands of a receiver, or liquidates its business.  Any notice of termination must be in writing and delivered to the other Party. Any termination hereunder shall be without prejudice to any other rights, remedy or relief vested in or to which a Party may otherwise be entitled.  With the exception of use permitted under section 6 (Cessation of Licensed Rights), upon termination of this Agreement for any reason whatsoever, the Member  shall immediately cease to use, directly or indirectly, in any manner whatsoever the Trademarks.

8. Limitation of Liability

   Neither Party hereto shall be liable for any consequential, incidental, indirect, punitive or other special damages relating to the performance or nonperformance of this Agreement.  IN ANY EVENT, PLASTIC BANK’S AGGREGATE AND TOTAL LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNTS PAID OR DUE FROM THE MEMBER TO PLASTIC BANK IN THE YEAR IN WHICH SUCH CLAIM AROSE.

9. Representations and Warranties

   Each Party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation or organization; (b) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (c) when executed and delivered by such Party, this Agreement shall constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.  WITH THE EXCEPTION OF THE FOREGOING, NEITHER PLASTIC BANK NOR ANY PERSON ON PLASTIC BANK’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION, WARRANTY OR CONDITION WHATSOEVER, INCLUDING ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. 

10. Indemnity
    1. Plastic Bank shall defend, indemnify, and hold the Member harmless from and against any damage, expense (including reasonable attorney’s fees), loss, lawsuit, claim, demand, or liability (collectively, “Losses”) to the extent caused by (i) any omission, misrepresentation, negligence, or breach of this Agreement by Plastic Bank; or (ii) Trademarks infringement by any third party.
    2. The Member shall defend, indemnify, and hold Plastic Bank harmless from and against any Losses to the extent such Losses are caused by (i) any omission, misrepresentation, negligence, or breach of this Agreement by theMember ;  (ii) any information provided by the Member to Plastic Bank that is false or misleading; (iii) any unauthorized use of the Licensed Rights including without limitation, any claims that are not approved in writing by Plastic Bank or which are not expressly authorized under this Agreement.
    3. The Parties shall promptly notify each other in writing of the institution of any suit, claim, demand, or proceeding with respect to which a Party may be entitled to indemnification. The indemnified party must reasonably cooperate in the investigation, settlement, and defense of any claim subject to indemnification under this Agreement at the indemnifying party’s expense; provided that the indemnified party may assume and control the defense, at the indemnifying party’s expense. Failure by the indemnified party to promptly notify the indemnifying party shall not relieve the indemnifying party of its obligations under this section, except to the extent that failure to provide notice materially prejudices the indemnifying party’s defense of such suit. The indemnified party must approve counsel selected by the indemnifying party to defend any claim subject to indemnification under this Agreement, such approval not to be unreasonably withheld. The indemnifying party shall not enter into any settlement without the indemnified party’s prior written consent.
11. Compliance

    Plastic Bank operates under a strict code of conduct (“Plastic Bank Code of Conduct”)  Plastic Bank expects its Members to conduct business fairly and with high integrity, including being compliant with all laws and adhere to Plastic Bank’s Code of Conduct found https://staging.plasticbank.com/code-of-conduct/ 

12. Anti-Corruption

    Plastic Bank’s Code of Conduct prohibits Members from bribing any public official or private person and from accepting any bribes. The Parties agree to comply with all applicable laws and regulations and industry standards related to anti-corruption. 

13. Confidential Information
    1. From time to time during the Term, either Party may disclose or make available to the other Party, certain confidential, non-public information about its business affairs, sales, production volume, and sales forecasts,Members, client lists, distribution channels, products, confidential intellectual property, third-party confidential information and other sensitive or proprietary information (collectively, “Confidential Information”). The Parties agree to keep any confidential information disclosed to them under this Agreement, strictly confidential.  A Party receiving Confidential Information under this Impact  Agreement shall not disclose it to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to perform its obligations hereunder. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
    2. The receiving Party agrees that the unauthorized disclosure or use of Confidential Information may cause irreparable harm and/ or significant injury, which may be difficult to ascertain. Therefore, the receiving Party agrees that the disclosing Party shall have the right to apply to any court of competent jurisdiction for injunctive relief,  and for any other relief the disclosing Party deems appropriate. This right shall be in addition to any other remedy available to the disclosing Party in law or equity.
    3. The obligation of confidentiality shall not apply with respect to any particular portion of information if:
       1. it is in the public domain at the time of the disclosing party’s communication thereof to the receiving party, and can be demonstrated by receiving party as such; or  
       2. it entered the public domain through no fault of the receiving party subsequent to the time of the disclosing party’s communication thereof to the receiving party; or   
       3. it was rightfully communicated to the receiving party by a third party, free of any obligation of confidence subsequent to the time of the disclosing party’s communication thereof to the receiving party; or  
       4. such information was developed by employees or agents of the receiving party, independently of and without reference to the information and the receiving party has evidence of such independent development.
14. Amicable Solution to disputes 

    Before either Party shall bring any proceedings against the other, that Party shall notify the other of the cause of dispute (as set out in 13(f)), and the dispute shall be referred to an executive of each Party, and those executives shall attempt to resolve the dispute. If a resolution is not reached within twenty (20) business days of the notice required by this subsection, the notifying Party shall then be free to commence proceedings as it may deem advisable. 

15. General 
    1. Force Majeure. A Party shall not be deemed to have defaulted or failed to perform hereunder if that Party’s inability to perform or default shall have been caused by an event or events beyond the control and without the fault of that Party, including (without limitation) acts of government, embargoes, fire, flood, explosion, acts of God or a public enemy, strikes, labor disputes, vandalism, civil riots or commotions, or the inability to procure necessary raw materials, supplies, or equipment. In no event shall a Force Majeure be an exception for permitting late payment of Fees under this Agreement.  
    2. Non-Assignability. The Member may not assign or delegate its rights and/or obligations under this Agreement without the prior written consent of Plastic Bank.
    3. Entire Agreement/Modifications. This Agreement supersedes all prior and contemporaneous negotiations and agreements, whether written or verbal between the Parties, and cannot be changed, modified or amended except by written instrument duly executed by both Parties.  
    4. Severability. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement shall not be impaired.  
    5. Waiver. The failure of either Party to insist on strict performance of this Agreement by the other according to the terms and understandings herein set forth shall not be construed as a waiver of the right to insist on such performance and no waiver by either Party to any breach by the other to any provision hereof shall be deemed a waiver of any other prior or subsequent breach.  
    6. Notices.   All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) may be sent by e-mail to the following email addresses of each Party. All Notices shall be deemed effective and received when such e-mail is received and confirmed.

       Member’s email address: As registered in the Professional Impact Account

       Plastic Bank’s email address: [email protected] 

    7. Relationship. The Member is an independent contractor and not a franchisee, partner, employee, distributor, or agent of Plastic Bank and neither Party has any authority to make representations, incur obligations or otherwise act on behalf of the other Party in any way.  This Agreement does not create a joint venture with Plastic Bank or any fiduciary relationship between the Parties, or otherwise create any ownership interest in Plastic Bank or in any Trademark.   
    8. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the Parties expressly attorn to the jurisdiction of the courts of British Columbia for enforcement thereof. 
    9. Counterparts. This Agreement may be signed in counterparts, which may be delivered by facsimile or electronic mail transmission. Each counterpart when so executed and delivered shall be deemed an original and all such counterparts taken together shall constitute one and the same instrument. At the request of a Party, each other Party shall confirm a facsimile or electronic mail transmitted signature page by delivering an original signature page to the requesting Party.  
    10. Survival. All obligations of a Party which expressly, or by their nature, survive termination, expiration, or non-renewal of this Agreement, including without limitation all Fees including true-up payments owed, shall continue in full force and effect subsequent to and notwithstanding such termination or expiration and until they are satisfied or by their nature expire.  For the avoidance of doubt, the following sections shall survive termination or expiration of this Agreement: Section 6,  8, 9, 10 11 and 13.

SCHEDULE A – BRAND GUIDELINES 

1. Use of the Story. Member’s  use of the Story or any portion of the Story must directly credit Plastic Bank and include a link or reference to “plasticbank.com”. Each use of the Story must be approved by Plastic Bank before being made public in accordance with Section 3.3 of the Agreement. Upon the reasonable request of Plastic Bank, the Member will take down or delete all references to the Story or any portion thereof from Member’s website and social media, even if such Story had obtained prior approval by Plastic Bank. 
2. Logo and Claim(s).  During the Term of this Agreement, you shall have the right to indicate that you are a “Plastic Bank Member” or “Member  of Plastic Bank” and to advertise the following trademark and :
   1. CLAIMS
      1. Claims available to Members will be listed in the provided Brandstory resources once sign up is completed
3. Credit of Ownership. Each instance of use of any of the Trademarks must include ® or TM and the statement “used under license by The Plastic Bank Recycling Corporation” in close proximity to the Trademark and or any other method approved in writing by Plastic Bank, such as:
   1. Learn more at PlasticBank.com; 
   2. Discover the impact at PlasticBank.com

NOTE: the preferred arrangements and displays of the Trademarks are as follows: 

NOTE: The ® symbol should only be used in those countries where the Plastic Bank’s Trademarks are registered and if in doubt the ® symbol should not be used, but rather should be replaced by the symbol ™.

Appendix 1- List of Countries Wherein PB’s Trademarks Are Issued

Note: This list gets updated from time to time as Plastic Bank has filed trademark registration applications in other countries wherein the applications are in process and the status is “pending”. 

S. NO.	Country	Title/Logo
1.	African Intellectual Property Organization	PLASTICBANK
2.	Brazil	PLASTICBANK
3.	Egypt	PLASTICBANK
4.	European Union Trademark and Designs Office	PLASTICBANK
5.	Indonesia	PLASTICBANK
6.	Madrid System for the Int’l Registration of Marks	PLASTICBANK
7.	Mexico	PLASTICBANK
8.	Norway	PLASTICBANK
9.	Philippines	PLASTICBANK
10.	Switzerland	PLASTICBANK
11.	Thailand	PLASTICBANK
12.	Turkey	PLASTICBANK
13.	United Kingdom	PLASTICBANK
14.	United States	PLASTICBANK
15.	Vietnam	PLASTICBANK
16.	World Intellectual Property Organization	PLASTICBANK