Terms of Service

These Terms of Service (these "Terms") govern your access to and use of the software-as-a-service platform and related services (collectively, the "Services") provided by WasteNot Technologies, Inc. ("WasteNot," "we," "us," or "our"). The Services are designed to help you improve the efficiency of your digital advertising campaigns by configuring exclusion lists based on data feeds from your customer relationship management (CRM) platforms for upload to your accounts with Google and/or Meta advertising platforms.

By clicking "I Agree," creating an account, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

1. Definitions

"Access Credentials" means any username and password used to verify your identity and authorization to access and use the Services.

"Anonymized Data" means Your Data that has been aggregated and/or anonymized to the extent that it cannot be attributed to an identifiable individual or there is no reasonable basis to believe that the information can be used to identify an individual.

"Authorized Users" means your employees, consultants, contractors, and agents who are authorized by you to access and use the Services under the rights granted to you pursuant to these Terms and who are not our direct competitors.

"Documentation" means any manuals, instructions, or other documents or materials that we make available to you that describe the functionality, components, features, or requirements of the Services.

"Fees" means the applicable fees, charges, and expenses specified in your Subscription Plan.

"Harmful Code" means any software, technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any computer, software, firmware, hardware, system, network, application, or data.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Personal Information" means Your Data that identifies, relates to, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual.

"Resultant Data" means data and information related to your use of the Services that is collected by us, including statistical and performance information related to the operation of the Services.

"Subscription Plan" means the subscription tier agreed upon in writing between you and WasteNot, which sets forth the scope, features, and pricing applicable to your use of the Services.

"Subscription Term" means the period during which you are authorized to access and use the Services pursuant to your Subscription Plan.

"Third-Party Products" means the Google ad platform, Meta ad platform, and any customer relationship management platforms or other third-party products for which we maintain an integration with the Services.

"WasteNot Materials" means the Resultant Data, Anonymized Data, Services, Documentation, and any other information, data, documents, materials, works, software, technologies, and content provided or used by us in connection with the Services.

"Your Data" means information, data, and other content that you submit to the Services. Your Data does not include Anonymized Data or Resultant Data.

2. Account Registration

To access the Services, you must create an account by providing accurate, current, and complete information as prompted by the registration form. You agree to update your account information to keep it accurate, current, and complete. You are responsible for safeguarding your Access Credentials and for all activities that occur under your account. You must immediately notify us if you become aware of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your Access Credentials or account.

You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

3. Access and Use of Services

Subject to your compliance with these Terms and payment of all applicable Fees, we grant you a non-exclusive, limited, non-transferable, non-sublicensable right for your Authorized Users to access and use the Services during the Subscription Term, solely for your internal business purposes, in accordance with your Subscription Plan. Each brand or business unit must have its own Services account, and Services may not be shared across brands, affiliates, or business units without our prior written consent.

We grant you a non-exclusive, non-sublicensable, non-transferable license to use and make a reasonable number of copies of the Documentation during the Subscription Term solely for your Authorized Users in connection with use of the Services in accordance with these Terms.

We may from time to time engage third parties to perform our obligations under these Terms, provided that we will remain responsible for the performance of the Services.

We will use commercially reasonable efforts to provide support for your use of the Services and to diagnose and resolve technical issues in a commercially reasonable manner. We will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, availability, and integrity of the Services and Your Data.

4. Use Restrictions

You will not, and will not permit any Authorized User or other person to, access or use the Services or WasteNot Materials except as expressly permitted by these Terms. Without limiting the foregoing, you and your Authorized Users will not:

1. copy, modify, or create derivative works or improvements of the Services or WasteNot Materials;
2. rent, lease, license, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or WasteNot Materials to any person;
3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or WasteNot Materials, in whole or in part;
4. defeat, avoid, remove, deactivate, circumvent, bypass, or breach any security device or protection used by the Services or WasteNot Materials;
5. input, upload, or transmit to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
6. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or our provision of services to any third party;
7. remove, delete, alter, or obscure any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or WasteNot Materials;
8. access or use the Services or WasteNot Materials in any manner or for any purpose that infringes, misappropriates, or violates any Intellectual Property Right or other rights of any third party, or that violates any applicable law;
9. access or use the Services or WasteNot Materials for purposes of competitive analysis of the Services or WasteNot Materials, the development, provision, or use of a competing software service or product, or any other purpose that is to our detriment or commercial disadvantage; or
10. use the Services to send spam, chain letters, or other unsolicited communications, or to engage in any fraudulent, deceptive, or illegal activity.

If you become aware of any actual or threatened activity prohibited by this Section, you will immediately take all reasonable and lawful measures to stop the activity or threatened activity and notify us of any such actual or threatened activity.

5. Your Obligations

You agree to supply us with such information, resources, and assistance as we may reasonably request in order to provide the Services. You acknowledge and agree that the Services are designed to work with Third-Party Products. We have no obligation to provide any integration or connection to any third-party product or service other than those Third-Party Products for which we have existing connectivity.

You are solely responsible for: (i) procuring the right and license sufficient to allow us access to your accounts with such Third-Party Products; and (ii) ensuring that we have the right to use your accounts with such Third-Party Products as integrated with the Services. Certain features and functionalities of the Services may depend on the availability and proper functioning of such Third-Party Products. We do not control such Third-Party Products and are not responsible for their availability or operation. If a Third-Party Product terminates or blocks access to the Third-Party Product by the Services, or otherwise becomes unavailable or is modified in a way that affects the functionality of the Services, we will not be liable for any resulting unavailability or loss of functionality. We are not responsible for the accuracy of Third-Party Products or Your Data as made available from or used within any Third-Party Products. In the event you become aware of a change to a Third-Party Product that may impact connectivity by the Services, you will promptly notify us.

You have sole responsibility for the accuracy, quality, and legality of Your Data, including all Personal Information therein, and the means by which you acquired such data. In the event that you cause Your Data consisting of any Personal Information to be processed under these Terms, you warrant that you will comply with your obligations under all applicable laws. You are solely responsible for obtaining all authorization and consent necessary for us to process Your Data, including any Personal Information, in accordance with these Terms.

You acknowledge and agree that the Services are not intended to serve as your system of record for Your Data or any other data. You are solely responsible for maintaining independent copies and backups of all Your Data.

We are not responsible or liable for any delay or failure of performance caused in whole or in part by any Third-Party Product or your delay in performing, or failure to perform, any of your obligations under these Terms.

6. Pilot Terms

We may from time to time offer you the opportunity to participate in a pilot, trial, beta, or evaluation program for the Services or new features thereof (a "Pilot"). The following terms apply to any Pilot:

1. No Warranties. Notwithstanding anything to the contrary in these Terms, Pilots are provided "as is" and "as available" without any warranties of any kind (including under Section 11), whether express, implied, or statutory. We make no representations or warranties regarding the functionality, performance, availability, or suitability of any Pilot for any purpose.
2. No Indemnification. Notwithstanding anything to the contrary in these Terms, we will not have any indemnification obligations with respect to any Pilot, including under Section 13.
3. Pilot Term. The term of the Pilot will be specified in your Subscription Plan or otherwise agreed upon in writing between you and WasteNot.

7. Subscription Term, Suspension, and Termination

Your Subscription Term will begin when you complete your registration and continue for the period specified in your Subscription Plan. Your Subscription Term will automatically renew for successive periods of the same duration as the initial Subscription Term (each a "Renewal Term") unless: (a) you cancel your subscription through your account settings or by notifying us in writing at least 30 days prior to the expiration of the then-current Subscription Term; or (b) we provide you with notice of non-renewal at least 30 days prior to the expiration of the then-current Subscription Term.

We may immediately suspend your or any Authorized User's access to or use of all or any part of the Services or WasteNot Materials, without incurring any resulting obligation or liability, if: (a) we receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires us to do so; or (b) we believe, in our reasonable discretion, that: (i) you or any Authorized User has failed to comply with any material term of these Terms, or accessed or used the Services beyond the scope of the access granted under these Terms; (ii) you or any Authorized User uses the Services in connection with any fraudulent or unlawful activities; or (iii) ongoing access or use by you or any Authorized User presents a reasonable security risk or threat to us, our systems, or other customers. We will use commercially reasonable efforts to notify you in advance of such suspension, but will at least notify you within a commercially reasonable time thereafter.

We may terminate these Terms and your access to the Services, effective on notice to you, if you fail to pay any amount when due hereunder, and such failure continues more than 15 days after our delivery of notice thereof. Either party may terminate these Terms, effective on written notice to the other party, if the other party materially breaches these Terms, and such breach remains uncured 30 days after the non-breaching party provides notice of such breach.

Upon any expiration or termination of these Terms: (a) all rights, licenses, and authorizations granted to you hereunder will immediately terminate and you will immediately cease all use of any Services and WasteNot Materials; (b) you will pay us all unpaid Fees due; and (c) we may retain Your Data to the extent and for so long as required by applicable law, and may also retain Your Data in our backups, archives, and disaster recovery systems until such data is deleted in the ordinary course.

Any provision of these Terms that, by its nature, should survive termination or expiration of these Terms will survive any expiration or termination.

8. Fees and Payment

You agree to pay all Fees specified in your Subscription Plan. All Fees are due in advance in US dollars, are non-refundable, and will be charged to your designated payment method. You authorize us to charge your payment method for all Fees due under your Subscription Plan on a recurring basis.

All Fees and other amounts payable by you under these Terms are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on our income.

If you fail to make any payment when due, we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. If such failure continues for 10 days following notice thereof, we may suspend all Services until all past due amounts have been paid.

We may increase the Fees for any Renewal Term by providing notice to you at least 30 days prior to the commencement of such Renewal Term.

9. Confidentiality

Each party (the "Receiving Party") agrees to keep confidential all non-public information disclosed to it by the other party (the "Disclosing Party") in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). For clarity, the WasteNot Materials constitute WasteNot's Confidential Information. The Receiving Party will not use Confidential Information other than as necessary to exercise its rights and perform its obligations under these Terms, and will not disclose Confidential Information to any third party except to its employees, consultants, and agents who need to know such information for purposes of performing under or benefiting from these Terms and who are bound by confidentiality obligations at least as protective as those set forth in these Terms.

These confidentiality obligations do not apply to information that: (a) was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (b) was or becomes generally known to the public other than through the Receiving Party's breach of these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party not under any obligation of confidentiality to the Disclosing Party; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.

If the Receiving Party is compelled by applicable law or legal process to disclose any Confidential Information, the Receiving Party will, to the extent permitted by law, provide the Disclosing Party with prior notice of such compelled disclosure and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

10. Intellectual Property Rights

All right, title, and interest in and to the WasteNot Materials, including all Intellectual Property Rights therein, are and will remain with us. You have no right, license, or authorization with respect to any of the WasteNot Materials except as expressly set forth in Section 3. All other rights in and to the WasteNot Materials are expressly reserved by us.

As between you and us, you are and will remain the sole and exclusive owner of all right, title, and interest in and to all Your Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in these Terms. You hereby grant us all such rights and permissions in or relating to Your Data as are necessary or useful to us to perform our obligations and exercise our rights hereunder.

You agree that we may use Your Data to create Anonymized Data, as long as such Anonymized Data is sufficiently aggregated and anonymized such that it cannot be attributed to an identifiable individual or you. We will not make any attempts to re-identify such Anonymized Data. You agree that we may monitor your and your Authorized Users' use of the Services and collect Resultant Data. You agree that we own all right, title, and interest in and to Anonymized Data and Resultant Data. Accordingly, we may use Anonymized Data and Resultant Data for our internal business purposes, including for security management and business operations, to create statistical analyses, for research and development, to make improvements to the Services, and to train and improve artificial intelligence systems and algorithms.

If you submit any questions, comments, feedback, suggestions, ideas, improvements, or other information about the Services (collectively, "Feedback"), you grant to us a worldwide, perpetual, irrevocable, sublicensable, transferable, fully-paid up and royalty-free license to use, sell, reproduce, prepare derivative works, distribute, display, perform, publish, and sublicense the Feedback. You acknowledge that we are entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

11. Representations and Warranties

You represent and warrant that: (a) you have the authority to enter into these Terms and grant the rights herein; (b) you have all necessary rights and consents relating to Your Data so that its processing does not infringe any third-party rights or violate any applicable law; and (c) you have the necessary rights to allow us to integrate with your Third-Party Products.

Subject to Section 6, we represent and warrant that: (a) the Services will be free from Harmful Code; and (b) the Services will materially conform to the Documentation. If we breach these warranties, your sole remedy is for us to repair or replace the non-conforming Services at no additional cost.

12. Disclaimer of Warranties

Except for the express warranties in Section 11, the Services and WasteNot Materials are provided "as is" and "with all faults." We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, secure, or meet your requirements.

We disclaim all warranties regarding Third-Party Products. We do not control and are not responsible for the availability, security, or operation of Third-Party Products, or for any data loss or incidents arising from them.

13. Indemnification

You will indemnify and defend us and our affiliates from any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) Your Data; (b) your use of Third-Party Products; or (c) your or any Authorized User's use of the Services.

Subject to Section 6, we will indemnify and defend you from any third-party claims alleging that the Services infringe such third party's Intellectual Property Rights, except to the extent arising from: (i) Your Data; (ii) use of the Services with unauthorized third-party materials; (iii) unauthorized modifications; (iv) failure to implement updates we provide; or (v) misuse of the Services.

If the Services are alleged to infringe third-party rights, we may: (a) obtain the right for you to continue using the Services; (b) modify or replace the Services to make them non-infringing; or (c) terminate these Terms and refund prepaid Fees on a prorated basis. This Section 13 is your sole remedy for infringement claims.

14. Limitation of Liability

To the extent permitted by law, in no event will we be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, regardless of whether such damages were foreseeable.

To the extent permitted by law, our total liability arising out of these Terms will not exceed the amounts you paid us in the six months preceding the claim.

15. General Provisions

Relationship of the Parties. The relationship between you and us is that of independent contractors. Nothing contained in these Terms will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between us.

Data Processing. If Your Data includes any personal data, we will process such data in accordance with our Data Processing Agreement, available on request by contacting privacy@wastenot.io.

Force Majeure. Neither party will be liable or responsible for any failure or delay in fulfilling or performing any term of these Terms (except for your obligation to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including acts of God; flood, fire, earthquake, or explosion; war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; government order, law, or actions; embargoes or blockades; strikes, labor stoppages, or other industrial disturbances; shortage of adequate power or transportation facilities; or epidemics and pandemics.

Modification to Terms. We reserve the right to modify these Terms at any time. If we make material changes to these Terms, we will notify you by posting the revised Terms on our website and updating the "Last Updated" date above. We may also provide additional notice, such as an email notification. Your continued use of the Services after any such changes constitutes your acceptance of the revised Terms.

Assignment. You may not assign or otherwise transfer any of your rights or delegate any of your obligations under these Terms, whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent. Any purported assignment or transfer in violation of this Section is void. These Terms are binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein is intended to or will confer upon any other person any legal or equitable right, benefit, or remedy under or by reason of these Terms.

Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

Waiver. No waiver by either party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof.

Entire Agreement. These Terms, together with any other documents incorporated herein by reference, constitute the sole and entire agreement between you and us with respect to the subject matter of these Terms and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Governing Law; Jurisdiction. These Terms are governed by and construed exclusively in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of these Terms will be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois, in each case located in Cook County, and each party irrevocably submits to the exclusive jurisdiction of such courts.

Export Control. You may not remove or export or allow the export or re-export of the Services, WasteNot Materials, or anything related thereto, or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

Electronic Communications. By using the Services, you consent to receiving electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements.

Contact Information. If you have any questions about these Terms or the Services, please contact us at ops@wastenot.io.