Earth911.com Widget Agreement
Welcome to Earth911.com!
This Earth911.com Widget Agreement (“Agreement”) is between GlobalAlerts, LLC and its parent company, I-Recycle, LLC (collectively, “Earth911”) and the person or entity that has clicked on the “AGREE” button below (“you,” “your” or “yours”), and describes the terms under which you may use this website (“Website”) to download and install on your own website an interactive virtual software tool owned by Earth911 that provides environmental and recycling information and including all associated data, listings and third party information, as we may make available or modify from time to time (collectively, a “Widget”). By clicking on the “AGREE” button below you are agreeing to comply with and be bound by all the terms of this Agreement.
YOU REPRESENT THAT IF YOU ARE A NATURAL PERSON YOU ARE OVER EIGHTEEN (18) YEARS OF AGE, THAT YOU RESIDE IN THE UNITED STATES, THAT YOU MAY LEGALLY ENTER INTO THIS AGREEMENT, AND THAT YOU AGREE WITH ALL THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MUST CLICK ON THE “DO NOT AGREE” BUTTON BELOW. EARTH911 MAY CHANGE THIS AGREEMENT, THE EARTH911 “TERMS OF SERVICE” AND “PRIVACY POLICY” FROM TIME TO TIME, AND POST THOSE CHANGES ON THE WEBSITE. IF YOU WISH TO BE NOTIFIED OF ANY CHANGES TO THIS AGREEMENT BY EMAIL, PLEASE CLICK HERE AND PROVIDE YOUR VALID EMAIL ADDRESS. YOU UNDERSTAND AND AGREE, HOWEVER, THAT YOU SHALL BE BOUND BY ALL SUCH CHANGES, IF ANY, REGARDLESS OF WHETHER YOU PROVIDE SUCH EMAIL ADDRESS OR RECEIVE SUCH NOTIFICATION.
1. Terms of Use.
Subject to your timely performance under this Agreement, Earth911 hereby grants to you a non-exclusive, non-transferable, royalty-free, revocable license (without the right to grant sublicenses) to download a Widget from this Website and to install such Widget on your website (which Earth911.com may identify and track by IP address, URL, or otherwise as Earth911.com sees fit), provided that you comply with the following requirements:
A. You will not install or display the Widget on your website in such a way as may disparage Earth911 or cause confusion between Earth911’s trademarks and your trademarks or the trademarks of any third party;
B. You will not install or display the Widget on any website or other location that involves or contains unlawful, defamatory, libelous, threatening, violent, abusive, racist, vulgar, harassing, pornographic or obscene material of any kind;
C. You will not incorporate into the Widget any advertising or information for any goods or services (including without limitation your own), or refer to the Widget or any URL or website on which the Widget is displayed, with respect to any product, product label, product packaging or any collateral material associated with consumer goods;
D. You will not use the Widget to fulfill any obligation under any statute, rule, law, regulation or contractual obligation (whether voluntary or mandatory), including without limitation any obligation that you provide information to consumers regarding recycling or hazardous waste disposal (any such use of the Widget is subject to prior mutual written agreement between the parties and payment by you of certain fees to Earth911; details are available by email to sales@earth911.com);
E. You will not install or display the Widget together with or in proximity to any interactive virtual software tool from any third party, or otherwise install or display the Widget with other widgets on a “widgets page”;
F. You will not capture, store or copy any content, locations or information associated with or displayed through the Widget;
G. You will not install or display the Widget in a manner that does not permit successful linking to, redirection to or delivery of any content from Earth911.com, nor will you insert any intermediate page, splash page or other content between the Widget and Earth911.com;
H. You will not edit, modify or in any way change, delete from or add to the Widget or any content displayed through the Widget;
I. You will not copy, modify, reproduce, republish, post, transmit, sell, offer for sale, or redistribute Widget or any content displayed through the Widget; and
J. You will not install or display the Widget or any content displayed through the Widget in any manner that would constitute an endorsement, express or implied, of any products, services, activities or brands of any party, including your own.
2. Trademarks.
You acknowledge Earth911’s exclusive ownership of all right, title and interest in and to, the trademarks and service marks contained in and displayed through the Widget (the “Marks”), both at common law and under applicable laws in the United States and all other jurisdictions, and all associated goodwill and you shall not, either directly or indirectly, at any time, do anything to discredit, encumber, dilute or diminish any part of such ownership or right, title or interest or challenge the validity of the Marks or this Agreement. You agree that your use of the Marks shall inure entirely to the benefit of Earth911. You shall provide Earth911 with specimens of your use of the Widgets and the Marks under this Agreement upon request. You shall use the Marks only together with the Widget and in accordance with this Agreement and in the form and manner and with appropriate legends as prescribed from time to time by Earth911. You shall also include such legends describing ownership of the Marks as Earth911 may from time to time require.
3. Use of Widgets.
You acknowledge and agree that Earth911 may use data capture, syndication analysis and other similar tools to track, extract, compile, aggregate and analyze any data or information resulting from use of the Widget.
4. Term and Termination.
The term of this Agreement shall continue until terminated by either party. Either party may terminate this Agreement for any reason or no reason upon notice to the other party. Upon any termination of this Agreement, all rights and licenses granted to you under this Agreement, including without limitation those with respect to the Widget and content displayed through the Widget, shall immediately cease, and you shall uninstall and cease using the Widget. You shall also then immediately confirm in writing your compliance with the foregoing if so requested by Earth911.
5. No Warranty.
THE WIDGET AND ALL CONTENT DISPLAYED THROUGH THE WIDGET ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER. EARTH911 HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING FROM COURSE OF DEALING, USAGE, TRADE OR OTHERWISE WITH RESPECT TO THE FOREGOING, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Some jurisdictions do not permit the limitation of certain warranties so the foregoing may not apply to you.
6. Limitation of Liability.
EARTH911 SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF EARTH911 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE WIDGET OR CONTENT DISPLAYED THROUGH THE WIDGET, FROM INABILITY TO USE THE WIDGET OR CONTENT DISPLAYED THROUGH THE WIDGET, OR OTHERWISE. IN NO EVENT SHALL THE TOTAL LIABILITY OF EARTH911 UNDER THIS AGREEMENT OR IN CONNECTION WITH THE WIDGET OR ANY CONTENT DISPLAYED THROUGH THE WIDGET EXCEED FIVE HUNDRED DOLLARS ($500) REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. Some jurisdictions do not permit the limitation of certain damages so the foregoing may not apply to you.
7. Arbitration.
You agree that any dispute, controversy or claim arising out of, or relating to, this Agreement or the Widget shall be settled by confidential arbitration in Maricopa County, Arizona, in accordance with the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules (including without limitation the Supplementary Procedures for Consumer-Related Disputes) then in effect. A single arbitrator with knowledge of electronic commerce will conduct the arbitration and that arbitrator may grant injunctions or other relief in such dispute or controversy. The parties will mutually agree upon such arbitrator, but if the parties have not agreed on an arbitrator within thirty (30) days of the date of the notice of intention to arbitrate, the AAA will select the arbitrator from its list of commercial arbitrators. The arbitrator will conduct a single hearing no longer than one (1) day in duration for the purpose of receiving evidence and will render a decision within fifteen (15) days after the conclusion of the hearing. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any State or Federal court. Although the cost of the arbitrator will be borne by Earth911, all other expenses of arbitration will be paid by the party who incurred them.
8. General.
Subject to Section 7, any action related to this Agreement shall be governed by the substantive laws of the State of Arizona, without regard to conflicts of laws principles. The State and Federal courts located in Maricopa County, Arizona, shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. Neither this Agreement, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by you without the prior, written permission of Earth911. Any purported assignment without such permission shall be void. Earth911 may assign this Agreement in whole or in part upon notice. Any waiver of any rights of Earth911 under this Agreement must be in writing, signed by Earth911, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed from this Agreement, and the remaining terms shall be separately enforced. Your use of the Widget and the Website shall at all times comply with all applicable laws, rules and regulations. This Agreement is the entire agreement between the parties with respect to this subject matter, and supersedes any and all prior or contemporaneous or additional communications, negotiations or agreements with respect thereto. You will indemnify and hold Earth911 (and Earth911’s officers, directors, agents, subsidiaries, joint ventures, licensees and employees), harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or regulation, or the rights of any third party.
