Terms of Service

1. Acceptance and Eligibility

These Terms of Service form a binding agreement between you and Ultimate Recycling Inc.(“we,” “us,” the “Platform”). By creating an account, making an offer, submitting a listing, or otherwise using the Platform, you accept these terms and the Marketplace Agreement, which is incorporated by reference.

This is a business-to-business platform. To hold an account you must be acting on behalf of a business entity and be authorized to bind that entity. Individual consumers are not eligible to transact. You must be at least 18 years old.

You consent to transact electronically. Your acceptance of these terms is recorded with the version you accepted and the date you accepted it.

2. Accounts and Verification

2.1 Account security

You are responsible for the confidentiality of your credentials and for all activity under your account. Notify us promptly at ultimaterecyclinginfo@gmail.com if you believe your account has been compromised.

2.2 Buyer spend ceilings

Every buyer account begins with an offer ceiling of $10,000. Buyers who declare higher expected spend are placed in a pending verification state and remain at the $10,000 ceiling until we approve that verification manually. Approval raises the ceiling to $250,000. Approval is discretionary and is never automatic.

2.3 Seller approval

To submit a listing, a seller account's company must have a registered business address and a business license document on file, unless we have granted a documented manual exception. We may verify these records at any time and may suspend listing ability if they are inaccurate or expire.

We ask for an Employer Identification Number in the correct format during registration to confirm business status. We do not retain the EIN itself.

2.4 Payout readiness is separate

Seller approval and payout readiness are independent. Being approved to sell does not mean payout details are on file, and providing payout details does not confer seller approval.

3. Our Role in a Transaction

We operate a venue where sellers list scrap material and buyers make offers on it. We provide the offer mechanism, collect payment, arrange pickup transport using our own fleet, and remit seller proceeds after deducting our fees.

We do not inspect material for grade or authenticity, and we employ no inspector, appraiser, or certifying agent. Our driver records weights and photographs at pickup for operational purposes. Those records are not a certification, an appraisal, or a guarantee, and they do not change the price of a settled lot.

4. Fees

4.1 What fees are calculated on

Both fees are calculated on the lot value — the winning unit price multiplied by the listed quantity. For per-pound lots the quantity is the listed net weight (gross minus tare); for per-unit lots it is the listed skid count.

4.2 Seller commission

We deduct a commission from seller proceeds. For Seller Free the rate declines in one straight line, from 50% on the smallest lots to 15% at $1,000, and holds at 15% above that. Seller Pro sellers pay a fixed 15% on every lot, and a Buyer Champion selling through the Platform pays a fixed 10%.

Values between $0 and $1,000 are interpolated along the Seller Free line. Seller Pro and Buyer Champion rates do not vary with lot value.

4.3 Buyer premium

We add a buyer premium of 2%of lot value to a Buyer Free account's winning total. An active Buyer Champion membership has no buyer premium (0%). The buyer premium is flat and does not vary with lot size. It is charged in addition to the lot value, not deducted from the seller.

4.4 Rounding

Each rate is first rounded to the nearest one-hundredth of one percent, and the fee is then calculated from that rounded rate and rounded to the nearest cent. The percentage shown on your invoice is therefore the percentage you were actually charged, and you can reproduce the amount from it.

4.5 No other charges

Apart from the seller commission, the buyer premium, and any membership subscription you elect, we charge no listing fee, transport fee, delivery charge, storage fee, or penalty. If we introduce any additional fee we will do so by publishing an amended version of these terms under Section 17.

5. Payment

5.1 Buyer-initiated, within 72 hours

Payment is made by card through our payment processor, or by an approved offline method — Zelle, wire transfer, or Cash App — where we have enabled it for your account.

5.2 Review before a lot is marked paid

Every payment, whether by card or offline, creates a payment review record. A lot is marked paid only after we approve that review. Card payments are normally reviewed promptly; offline payments are reviewed once we confirm receipt of funds, which depends on your bank.

5.3 Seller proceeds and payout

Seller proceeds are held until the lot has been fulfilled. Once released, the seller submits a payout request and we settle it externally by the method on file. No payout is disbursed automatically. We do not commit to a settlement interval.

5.4 Failed, reversed, and disputed payments

If a payment fails, is cancelled, or is refunded, the lot returns to awarded status and the buyer may attempt payment again within a fresh payment window. If a chargeback or dispute is opened, we may place a hold on the related seller payout until the dispute is resolved. You agree not to initiate a chargeback without first contacting us.

Refunds, where we agree to issue one, are processed manually at our discretion. Nothing in these terms creates an automatic right to a refund.

6. Non-Payment and Forfeiture

If the buyer with the accepted offer does not complete payment within the window in Section 5.1, the award is forfeited. The lot ends unsold to that buyer and the buyer loses any claim to the material.

We do not charge a penalty for forfeiture, and forfeiture does not automatically relist the lot or extend the sale to the next-highest buyer. Repeated forfeiture is grounds for suspension under Section 16.

7. Memberships

Membership plans are optional paid monthly subscriptions billed through our payment processor. Seller Free uses the volume-based seller commission in Section 4.2. Seller Pro costs $300/month and uses the fixed seller commission in Section 4.2. Buyer Free has the buyer premium in Section 4.3. Buyer Champion costs $449/month and is a combined membership that grants a single account access to both buyer and seller functions, has no buyer premium, and enables standing auto-offer contracts. When a Buyer Champion sells, its commission is determined by the Buyer Champion seller curve in Section 4.2. Listing remains subject to the seller approval requirements regardless of membership.

Memberships renew automatically until cancelled. You may cancel at any time through the billing portal linked from your account. On cancellation, benefits continue through the end of the period you have already paid for and then stop. We do not prorate or refund partial periods.

A fee rate is determined by your membership status at the moment a lot settles. A membership that lapses before settlement does not apply to that lot.

8. Seller Obligations

By submitting a listing, you represent and warrant that:

• your company owns the material outright and it is free of liens, security interests, and third-party claims;
• the material is lawfully in your possession and was not stolen or obtained in violation of any scrap-metal reporting law;
• the description, grade, quantity, and gross and tare weights are accurate to the best of your knowledge, and you understand the listed quantity is what the sale settles on;
• the material contains no hazardous substances, radioactive material, sealed containers, pressurized vessels, or regulated waste;
• you will grant our driver access to the pickup location during the scheduled window and will have the material ready to load; and
• you hold all licenses and permits required to sell the material in your jurisdiction.

If material presented at pickup does not match the listing in weight, grade, or quantity, our driver records the discrepancy and our staff are notified. We may decline to load, hold the related payout pending our review, cancel the transaction, or suspend the account. Resolution is at our discretion and on a case-by-case basis; these terms do not establish a fixed remedy, a fixed timeline, or an arbitration process for such discrepancies.

8.1 Committed material

When you submit a listing you commit the material in it. You may not sell, dispose of, alter, or otherwise make that material unavailable during the review hold described in Section 2.1 of the Marketplace Agreement — the first 48 business hours after submission — and, if the listing is approved and sells, until the transaction is fulfilled. You are released only when we decline the listing, when the review hold expires without a decision, or when the resulting listing closes without a sale. Breaching this commitment is a material breach of these Terms and may result in suspension or termination and liability for the resulting loss.

9. Pickup, Title, and Risk of Loss

9.1 How fulfillment works

We collect won material from the seller's location using our own fleet and bring it to our facility. The buyer collects from our facility. We do not deliver to buyer premises, we do not engage third-party freight carriers, and we do not provide cargo insurance for material in transit.

9.2 Scheduling

Pickup is scheduled at listing time against available capacity, no sooner than two business days out. Scheduling is subject to fleet availability, weather, and access at the pickup location. We make no guarantee of a pickup date and time beyond the scheduled window, and we may reschedule.

9.3 Title and risk

Material left uncollected at our facility may be subject to storage charges or disposal after we give you reasonable notice.

10. Counterparty Confidentiality

We do not introduce buyers and sellers to each other. Public listing pages and public API responses are stripped of personally identifying information and precise location data, and buyer identities are not published.

You must not include contact details, company names, branding, or watermarks in listing text or photographs, and you must not use the Platform to solicit a counterparty into transacting off-platform.

Operational staff, including drivers and dispatch personnel, necessarily see pickup addresses and site contact details in order to perform a collection.

11. Disclaimers

All material is sold as is, where is, with all faults and without any warranty of any kind. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Platform will be uninterrupted, error-free, or secure, that any lot will attract offers, or that any offer will meet a seller's minimum price. Buyers are responsible for their own diligence on any lot before making an offer.

12. Limitation of Liability

To the fullest extent permitted by law, we are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or loss of data, arising out of or relating to the Platform or any transaction on it, even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion of certain damages, so parts of this section may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Ultimate Recycling Inc.and its officers, employees, and agents from any claim, demand, loss, liability, or expense (including reasonable attorneys' fees) arising out of your use of the Platform, your breach of these terms, your breach of any representation in Section 8, material you list or purchase, or your violation of any law or third-party right.

14. Prohibited Use

You must not:

• make an offer on your own lot, or arrange for another party to offer on your lot, in order to raise the price (shill offering);
• coordinate with other buyers to suppress the price, or otherwise interfere with the open offer process;
• hold more than one account in order to evade a ceiling or a suspension;
• list material you do not own, misrepresent material, or list prohibited material;
• circumvent the Platform's payment processing, or attempt to transact with a counterparty off-platform;
• scrape, crawl, or programmatically access the Platform except through interfaces we provide, or attempt to defeat rate limits or access controls; or
• use the Platform for any unlawful purpose.

15. Listing Content and Intellectual Property

You retain ownership of the text and photographs you submit. You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, adapt, and display that content for the purpose of operating and marketing the Platform, including after the related lot has closed. You warrant that you hold the rights necessary to grant this licence.

The Platform itself, including its software, design, and trademarks, remains our property. These terms grant you no right to use our marks.

16. Suspension and Termination

We may suspend or terminate access to an account, cancel a listing, or void a transaction where we reasonably believe there has been a breach of these terms, fraud, a legal or safety risk, or repeated non-payment. Where practical we will give notice and an opportunity to cure; where the risk is immediate we may act first.

You may close your account by contacting us. Closure does not take effect until your active listings have concluded, scheduled pickups are complete, and outstanding payments and payouts are settled. Sections 8, 11, 12, 13, 15, 18, and 19 survive termination, as does our obligation to retain transaction and audit records.

17. Amendments

We may amend these terms. Each version carries a version identifier and an effective date, both shown on this page, and we keep a record of which version each account has accepted.

When we publish a materially changed version, we will ask you to accept it the next time you sign in, and set a date from which acceptance becomes required for making offers, listing, and subscribing. Continued use after that date without acceptance is not permitted; we will prompt rather than treat silence as agreement.

18. Governing Law

These terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the courts located in Pasco County, Florida.

19. General

Entire agreement. These terms, together with the Marketplace Agreement and the Privacy Policy, are the entire agreement between us on their subject matter and supersede prior versions and prior discussions.

Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary and the remainder stays in force.

No waiver. Our failure to enforce a provision is not a waiver of it.

Assignment. You may not assign these terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control, including natural disaster, labour action, utility or network failure, and government action.

Notices. We give notice by email to the address on your account or by posting in the Platform. Send legal notices to us at Ultimate Recycling Inc., 317 Elm St, Benton, KY 42025, or ultimaterecyclinginfo@gmail.com.

Relationship. Nothing in these terms creates a partnership, joint venture, agency, or employment relationship between us.