Terms & Privacy

1. Applications and Content Description.

• Earth Ideal is the owner and/or licensee of the Assured Disposal, Haul Check, Crew Huddle and Earth Tight Applications, or such other software applications offered by Earth Ideal (the “Applications”) and certain media content loaded on or made accessible through each Application, including audio recordings, images, text and other media (“Media”).

 

2. Licenses.

• (a) Application and Media Usage License. Earth Ideal grants to You a nonexclusive, worldwide, royalty-free, nontransferable right and license to use the Applications and to display and process data using the Applications for Your own business use and for the express purposes of the particular Application as described in the Application documentation. You shall not have the right to sell, rent or lease the Applications or any information made available through the Applications. Earth Ideal may terminate the license granted above if you violate the terms of this Agreement or otherwise use the Applications in a manner that harms the reputation of Earth Ideal or its Licensed Users. Additional terms and conditions, and end-user license terms from Apple, Google or other third party source for any Application, may apply if you download an Application from a third party source.

• (b) User Data License. The Applications and the websites associated with the Applications, enables Licensed Users to upload information entered into the Application by You or generated through the use of the Application (“User Data”) and other content to Earth Ideal for distribution by Earth Ideal to other Licensed Users. By uploading or submitting User Data to Earth Ideal, You hereby grant to Earth Ideal and its other Licensed Users, a nonexclusive, worldwide, royalty-free, perpetual right and license to include your User Data in the Application and sublicense the right to Licensed Users to load, play and perform the Licensed Media. By submitting User Data to Earth Ideal, you represent and warrant that you are the owner of the User Data or you have the right to copy, distribute and license such User Data to Earth Ideal and its Licensed Users.

• (c) Modifications to the User Data. By submitting User Data to Earth Ideal, you grant to Earth Ideal the right to modify, adapt and/or create derivative works based on the User Data, including without limitation to the right to translate, abridge and format the User Data in Earth Ideal’s sole discretion.

 

3. Ownership.

You acknowledge that the Applications and/or Media will remain the sole and exclusive property of Earth Ideal or its licensors, subject to the license granted to You in this Agreement. Earth Ideal acknowledges that you shall retain ownership of User Data you provide to Earth Ideal subject to the license granted to Earth Ideal and other Licensed Users in this Agreement.

 

4. No Warranty.

You acknowledge that the Application and Media is provided to you AS IS without any express or implied warranty. There may be errors in the Application or Media. Because the Media may consist of audio recordings, certain words, phrases or translations may not be accurate or intelligible. The Applications and Media may be a pre-release or beta version, and may not represent a final product from Earth Ideal and may contain bugs, errors, omissions and other problems that could cause interruptions or errors. Earth Ideal EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE APPLICATIONS INCLUDING (BUT NOT LIMITED TO) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

5. Modifications to the Application and Media.

Earth Ideal reserves the right to modify in whole or in part, or temporarily or permanently discontinue, any Application or any Media available through any Application for any reason and at any time and without notice to you. Should you be unable to locate an item you saw previously on an Application, please contact Earth Ideal for assistance. Earth Ideal shall not have any liability to You or any third party whatsoever for the resulting unavailability of any Media.

 

6. Limitation of Liability and Disclaimer.

EARTH IDEAL SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGE, WHETHER BASED ON LOST REVENUE, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER EARTH IDEAL WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES IN ADVANCE AND NOTWITHSTANDING ANY FAILURE OF EARTH IDEAL BY YOU SHALL BE LIMITED TO ANY LICENSE FEE PAID BY YOU TO EARTH IDEAL FOR ANY DEFECTIVE PORTION OF THE SYSTEM.

 

7. Indemnification.

You shall indemnify and hold Earth Ideal, its parent, subsidiary and affiliated entities, and the officers, directors, shareholders, employees and agents of all such entities ("Earth Ideal Indemnitees") harmless from and against any and all losses, damages, liabilities, claims, demands, suits, expenses and any other out-of-pocket costs (including reasonable attorneys' fees and expenses) any Earth Ideal Indemnitee may incur or be liable for as a result of any claim, suit or proceeding between the parties or any claim brought by third party against any Earth Ideal Indemnitee based upon or arising out of Your uploading of User Data in violation of any third intellectual property rights.

 

8. Governing Law.

This Agreement shall be construed under the laws of the State of Wisconsin, without regard to its principles of conflicts of law. Any dispute arising under this Agreement or any Work Order shall be resolved in the exclusive jurisdiction of a court located in Milwaukee County, Wisconsin or the Eastern District of Wisconsin.

 

9. Changes to this Agreement.

Earth Ideal reserves the right to change these terms and conditions of this Agreement without advance notice. Changes to this Agreement will become effective on the date Earth Ideal publishes the updated Agreement on its website. By using an Application covered by this agreement, You agree to follow and be bound by the updated Agreement. 

 

10. Customer Data & Privacy.

• (a) Use of Customer Data. Company shall have the right to collect and analyze Customer Data, data derived therefrom and other information relating to the use and performance of the Services and Company shall be free to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business. Unless it receives Customer’s prior written consent, Company shall not intentionally grant any third party access to Customer Data, including without limitation Company’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Company may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Company shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense. As between the parties, Customer retains ownership of Customer Data.

• (b) Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Company’s staff.

• (c) Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Company offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.

• (d) Data Accuracy. Company will have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users.

• (e) Data Deletion. Company may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more.

• (f) Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 10, Company may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers.)

 

11. Miscellaneous.

The parties acknowledge that Earth Ideal is an independent contractor. This Agreement shall not create a joint venture, partnership or principal and agent relationship between the parties. This Agreement may not be modified, amended or supplemented except by written agreement by You and Earth Ideal. Either party may waive in writing any term or condition contained in this Agreement and intended to be for its benefit; provided, however, that no waiver by a party, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such term or condition. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and no provision or document of any kind shall be included in or form a part of this Agreement except by mutual, written consent of You and Earth Ideal. The provisions contained in this Agreement are severable. If any provision of this Agreement is determined for any reason to be invalid, illegal or unenforceable, such determination shall not affect the validity, legality or enforceability of the remaining provisions, and the rights and obligations of the parties shall be construed and enforced as though this Agreement did not contain such invalid, illegal or unenforceable provision.