WELCOME TO THE
R2v3 DOCUMENTS LIBRARY

This END USER LICENSE AGREEMENT (the ”Agreement”), effective the day of your download of the R2v3 Standard from the SERI Website (the ”Effective Date”), is made by and between you (”Licensee”), and Sustainable Electronics Recycling International (”SERI”), a United States, District of Columbia non-profit corporation.

WHEREAS, SERI is the owner of the R2v3 Standard, annotated versions and translations of the R2v3 Standard, the R2 Equipment Categorization and R2 Code of Practices used in conjunction with the R2v3 Standard, and other derivatives of the R2v3 Standard (collectively and interchangeably referred to herein as the “Work” and the “R2v3 Standard”), and Licensee wishes to obtain a license to a copy of the Work for the uses and purposes described herein, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. License. Subject to the terms and conditions of this Agreement, including the limitations at Section 4, SERI grants Licensee a FREE, worldwide, non-exclusive, non-transferable (except as provided herein), non-sublicensable license to a single PDF copy of the Work for reference purposes, and may use, distribute and display the Work internally within Licensee’s own organization, that of his or her employer, or their Affiliates (the “License”). For the purposes of this Agreement, an “Affiliate” is defined as any person, partnership, joint venture, corporation, or other entity, domestic or foreign, including but not limited to subsidiaries, that it directly or indirectly controls, is controlled by, or is under common control with Licensee’s own organization or employer, where "control" (or variants of it) shall mean the ability to direct the affairs of another by means of ownership, contract or otherwise.
2. Usage Guidelines. Licensee shall ensure that its licensed copy of the Work, and any duplicates created pursuant to the License, remain marked with the copyright notice placed thereon by SERI. Licensee shall abide by the copyright laws and what are considered to be sound practices for copyright notice provisions under U.S. law. Licensee shall not add or use any copyright notices that conflict with, confuse, or negate the notices SERI provides and requires hereunder. Licensee shall not translate, redact, recast, edit, alter, modify, or create any derivative works of the Work without the express written consent of SERI.
3. Ownership Remains With SERI. Except for the License expressly granted hereby, Licensee acknowledges that all right, title, and interest in and to the Work are owned by/will remain with SERI. If Licensee acquires any rights in the Work by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to SERI without further action by either party. Licensee agrees not to dispute or challenge or assist any person or entity in disputing or challenging SERI’s rights in and to the Work.
4. License Limitations. NOTWITHSTANDING THE LICENSE GRANTED HEREIN, LICENSEE COVENANTS AND WARRANTS THAT IT WILL NOT ENGAGE OR PARTICIPATE IN, NOR KNOWINGLY PERMIT, ANY ACTIVITY THAT IS LIKELY TO CAUSE CONFUSION AS TO THE OWNERSHIP OF THE WORK, DECLARE COMPLIANCE WITH THE R2V3 STANDARD WITHOUT UNDERGOING CERTIFICATION IN THE MANNER REQUIRED BY THE R2V3 STANDARD (INCLUDING, WITHOUT LIMITATION, THE R2 CODE OF PRACTICES) AND OBTAINING A LICENSE TO USE SERI’S CERTIFICATION MARKS, OR USE THE R2V3 STANDARD IN A MANNER THAT WILL VIOLATE ANY APPLICABLE REGULATION OR LAW. SERI RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED TO LICENSEE UNDER THIS AGREEMENT, INCLUDING ANY USE BY LICENSEE, LICENSEE’S OWN ORGANIZATION, OR LICENSEE’S EMPLOYER’S USE OF THE R2V3 STANDARD FOR PURPOSES OF CERTIFICATION TO R2V3. CERTIFYING LICENSEE’S FACILITY OR CERTIFYING OTHERS REQUIRES ENTERING INTO A SEPARATE LICENSE AGREEMENT WITH SERI FOR USE OF THE APPROPRIATE RELATED CERTIFICATION MARK(S). LICENSEE AGREES IT WILL NOT USE THE WORK FOR CERTIFICATION PURPOSES IN A MANNER NOT EXPRESSLY AUTHORIZED BY SERI.
5. SERI Disclaimers

(a) R2 Equipment Categorization (REC) For R2v3 Purposes Only. R2v3 incorporates a new reference document titled “R2 Equipment Categorization” (“REC”). The REC is not intended to facilitate trade between parties, and SERI disclaims any responsibility for verification of REC descriptions, including, but not limited to, as such may be used in commerce between certified or non-certified organizations.

(b) R2v3 Not Legal Advice. If a requirement of R2v3 conflicts with any applicable legal requirement, Licensee agrees it will adhere to the legal requirement. Licensee agrees that R2v3 certification does not demonstrate legal compliance. Licensee agrees to seek competent legal counsel regarding its own compliance with applicable laws. While SERI provides news and updates from time to time regarding generally applicable and publicly known laws and regulations, Licensee acknowledges that SERI does not make individual determinations of legal compliance, or provide legal advice of any kind.

(c) R2v3 Not a Declaration of Sufficiency. Use of terminology throughout R2v3 that is used in an effort to describe the requirement objectives, including, but not limited to, descriptive terms such as “sufficient,” “effective,” or “protective,” are not intended to convey that an R2 auditor’s assessment of such methods (or SERI’s inclusion of such in R2v3) are conclusory validation or verification of all conditions present. Licensee understands that each situation is unique, every audit affords only a sampling, and no amount of compliance efforts with any standard can ever guarantee a particular result in practice. Licensee acknowledges that R2v3 should be viewed only as one of various methods and tools that can be utilized by an organization, and by those evaluating an organization. R2v3 is thus offered “AS-IS” and without warranty, both to R2 certified organizations, and to third parties who may look to R2 certification in the process of evaluating R2 certified organizations. Any reliance otherwise is expressly disclaimed by SERI.

(d) Not a Grant of Third Party Licenses. Nothing in this Agreement shall be deemed to be a grant by SERI of a license, sublicense, or other grant of a right to Licensee to use any third-party rights or any rights under any third-party license (including, but not limited to, those documents listed as Normative References in the R2v3 Standard) that cannot be licensed, sublicensed, or granted without the consent, approval, or agreement of another party, unless such consent, approval, or agreement is first obtained by Licensee.

(e) General Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, SERI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE WORK, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. THE R2v3 STANDARD IS PROVIDED “AS-IS.”

6. Term and Termination. The term of this Agreement commences as of the Effective Date and will renew automatically thereafter on an annual basis, unless terminated earlier by SERI due to a breach of the Agreement by Licensee, or refusal of Licensee to accept amendment to the terms and conditions herein (the ”Term”). Upon any such termination of this Agreement, all rights licensed under this Agreement will revert immediately to SERI and Licensee shall cause to be inactivated and erased all digital copies, and destroy any tangible copies of the Work. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration.
7. Remedies; Limitation of Liability. Licensee acknowledges that a breach by Licensee of this Agreement may cause SERI irreparable damages for which an award of damages would be impossible or very difficult to accurately estimate, and for which monetary damages alone would not be adequate compensation. Licensee therefore agrees that, in the event of such breach or threatened breach, SERI will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which SERI may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary. SERI WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT WHETHER FOR BREACH OF CONTRACT OR IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER SERI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. LICENSEE ASSUMES AND ANY ALL RISKS AND LIABILITIES ASSOCIATED WITH USE OF THE R2V3 STANDARD. DO NOT USE THE R2V3 STANDARD UNLESS YOU AGREE TO THESE LIMITATIONS.

8. General

(a) Entire Agreement. This Agreement, including and together with any hyperlinked attachments, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Other license agreements, whether for use of SERI certification marks or otherwise, stand on their own terms.

(b) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, a court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(c) Assignment. Licensee shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of SERI, except, however, that the License may be assigned to an Affiliate in connection with a merger, acquisition, reorganization or restructuring of all or substantially all of Licensee’s assets or voting securities. Any purported assignment or delegation in violation hereof is null and void. SERI may freely assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(d) Choice of Law; Venue. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims, are governed by the laws of the United States and the State of Texas, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Either party may institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Travis County, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.

(e) Relationship of the Parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever. THE GRANTING OF THIS LICENSE DOES NOT AUTHORIZE THE LICENSEE TO CONDUCT SERI AUTHORIZED CERTIFICATION AUDITS TO R2V3.

(f) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

(g) Amendment. SERI may amend the terms of this License at any time by providing email notification of such amendment to Licensee at the email address provided at download. Licensee’s continued use of the R2v3 Standard thereafter will be deemed acceptance of the amended terms and conditions. Should Licensee choose to reject such amendment, the License shall be deemed terminated pursuant to Section 6 herein.

(h) Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.

(i) Attorneys’ Fees. In the event that any claim, suit, action, or proceeding is instituted or commenced by SERI arising out of or related to this Agreement, SERI will be entitled to recover its reasonable attorneys’ fees and court costs.

(k) Electronic Copies; Consent to Transact Electronically. A digitally signed copy of this Agreement, by indication thereof through the download process at the SERI Website, is deemed to have the same legal effect as delivery of an original signed copy of this Agreement, enforceable against the signing party in accordance with its terms. Licensee consents to the execution of this Agreement electronically by Licensee’s clicking in the provided box to affirmatively indicate acceptance, and, if Licensee is an organization/entity, the representative of Licensee whose name and title are entered is duly authorized by such organization/entity to do so;

(l) Licensee has provided SERI with Licensee’s true and accurate name, organization/entity name (if applicable). Licensee has provided an accurate email address for the purpose of SERI enforcing this License, to receive amendments to this Agreement, and for updates from SERI regarding the R2v3 Standard. Consistent with SERI’s Privacy Policy, and unless otherwise consented to by Licensee, SERI will not sell Licensee’s contact information, nor use such information for any other purpose, other than as provided herein. Licensee may contact SERI at admin@sustainableelectronics.org to update Licensee’ email at any time.