Terms of Use

Vertigent, a Division of Earth911, Inc.

(Last updated: June 17, 2013)

This Agreement (“Agreement”) is made between VERTIGENT (“Vertigent”) and the person (“you,” “your” or “yours”) that has accessed, used or signed up for Vertigent’s products, applications, software, services, emails or web site (collectively “Services”). By accessing, using, continuing to receive or downloading any of the Services, you are agreeing to comply with and be bound by all the terms of this Agreement. You may not access or use the Services if you are unwilling or unable to be bound by this Agreement.

  1. You represent that you are a person over thirteen (13) years of age, that you may legally enter into this agreement and that you agree with all the terms of this agreement. You also represent that you are not a competitor of Vertigent.

  2. You agree to the use of your data in accordance with Vertigent’s privacy policies (“Privacy Policy”). Vertigent’s privacy policy is described here http://www.vertigent.com/privacy-policy/ and is incorporated by reference into this agreement.

  3. Vertigent may modify this Agreement or the Privacy Policy from time to time. When changes are made, Vertigent will notify you by making the revised version available on this webpage, and will indicate at the top of this page the date that revisions were last made. You should revisit this Agreement on a regular basis as revised versions will be binding on you. Any such modification will be effective upon the posting of the new Agreement. You understand and agree that your continued access to or use of the Service after any posted modification to the Terms of Service indicates your acceptance of the modification.

  4. Vertigent grants you permission to use the Services subject to the restrictions in this Agreement. Your use of the Services is at your own risk; including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable or otherwise inappropriate. The materials and information appearing on the Services belong to Vertigent or its licensors and you may not make or transfer any copies of the Services or any such materials or information contained or provided from the Services. The foregoing license shall terminate immediately and without prior notice for any breach of this Agreement by you. You agree not to modify the Services, remove any notices or markings on the Services, or reverse compile, reverse assemble, reverse engineer or otherwise attempt to learn, use or disclose the trade secrets contained in the Services or permit any third party to do any of the foregoing. There are no implied licenses under this Agreement.

  5. You agree to use the Services only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

  6. You agree not to frame any content on the Services or attempt to present any portion of the Services as belonging other than to Vertigent or its licensors. You agree not to use the Services for unlawful or wrongful purposes, including, but not limited to, distributing material that: (i) is owned by someone else; (ii) is illegal, obscene, libelous, pornographic, vulgar, harassing or discriminatory; (iii) advocates any violent or illegal act, including without limitation the illegal consumption of drugs or alcoholic beverages; (iv) is protected as a trade secret; (v) is an invasion of the privacy of a third party; or (vi) constitutes “Spam” or other illegal or unwanted content. You also agree to comply with all Vertigent rules and regulations and all statutes and other governmental requirements. You agree that your use of any content feeds available through the Services shall be solely for your personal, non-commercial purposes, and that you shall attribute Vertigent as the source of such content feeds. Vertigent may terminate your access to such content feeds at any time and for any reason or no reason.

  7. You will not: a) engage in any unauthorized use of the Services (including, without limitation, political campaigning, advertising, marketing, solicitations, promotions, resale or other commercial uses); b)transmit or otherwise make available any content that (i) you do not have the right to provide or transmit using the Services (ii) may expose Vertigent or its affiliates, licensors or users to any harm or liability or (iii) is unlawful, untrue or otherwise objectionable; c)transmit or otherwise make available any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; d)copy any portion of the Services or any underlying content or source code; e)attempt to discover or re-create the source code to any software; f) distribute the software or source code behind the Services to any third party; g)except as otherwise approved in writing by Vertigent, make any modification, adaptation, improvement, enhancement, translation, or derivative work of or to any portion of the Services; h)remove, alter, or obscure any copyright or other proprietary notices of Vertigent or its affiliates or licensors in any portion of the Services; i)use any type of automated means to utilize the Services; j)access without authorization any networks, systems, or databases used in providing the Services or any accounts associated with Services, or to access or use any information therein for any purpose; k) attempt to probe, test, hack, or otherwise circumvent any security measures; l)violate any requirements, policies, procedures, or regulations of any network connected to the Services; m)use the Services in any manner that could damage, disable, overburden, or otherwise impair the Services (or the networks connected to the Services); n)interfere with or disrupt the use and enjoyment by others of the Services; o)falsely state, impersonate, or otherwise misrepresent your identity; p)use the Services in any manner that exposes Vertigent to any harm or liability of any nature; q)use the Services in violation of any federal, state, or local law, rule, or regulation, whether now existing or enacted in the future; r) use the Services for marketing purposes, including making telemarketing calls, transmitting unsolicited paper mail, facsimile messages, text messages, email messages, or any other type of messages; s) compile information from the Services in a database and store such data for any future use; t) match information from the website from third party databases to append, verify or create a new database; u) publish, transmit distribute, or resell any information from the Services; or store via physical media, data mine, or otherwise aggregate information or data made available through the Services for any purpose outside the scope of this Agreement or any other applicable agreement between you and Vertigent.

  8. You acknowledge and agree that the Services are furnished during the term of the Agreement for your personal use and not for redistribution. You agree that you shall not directly or indirectly “scrape,” “spider,” monitor or otherwise seek to obtain the contents of any database contained at or accessible through the Services. You agree that Vertigent shall be free to use, display, copy, modify and disclose all information received from you during and after the term of this Agreement, as Vertigent sees fit.

  9. You acknowledge and agree that Vertigent (or Vertigent’s licensors) owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless Vertigent has otherwise agreed in writing, nothing in this Agreement gives you a right to use any of Vertigent’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

  10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE SERVICES AND ANY SERVICES PERFORMED OR PROVIDED BY THE SERVICES (“SERVICES”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY WHATSOEVER. ALL EXPRESS, IMPLIED OR STATUTORY CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, SECURITY, FREE FROM ERROR,PERFORMANCE OR NON-INFRINGEMENT, ARE DISCLAIMED. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM VERTIGENT OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

  11. IN NO EVENT SHALL VERTIGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSONS OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, OR NEGLIGENCE) ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF VERTIGENT EXCEED THE SUM OF FIFTY DOLLARS ($50.00), REGARDLESS OF THE CAUSE OF ACTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL VERTIGENT HAVE ANY LIABILITY WHATSOEVER FOR ANY THIRD PARTY IDEAS OR OPINIONS EXPRESSED ON THE APP.

  12. You agree to indemnify, defend and hold harmless Vertigent, its parent, subsidiaries, directors, officers, employees, agents, customers and affiliates from and against any claims, demands, threats, suits, proceedings, losses or liabilities arising from or related to any breach of this Agreement by you.

  13. Any of the Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

  14. Should any provision of this Agreement be declared void or unenforceable, the validity of the remaining provisions shall not be affected thereby. Failure on the part of Vertigent to insist on strict performance of the terms, covenants, and conditions of this Agreement shall not be deemed a waiver of any of the provisions hereof.

  15. Vertigent may revoke or terminate the license granted above in its sole discretion at any time. Without limiting the generality of the foregoing, Vertigent may revoke or terminate the license if you (i) breach any obligation in this Agreement or in any other agreement between you and us, (ii) violate any policy or guideline applicable to the Services or any other Vertigent service, or (iii) use the Services other than as specifically authorized in this Agreement without Vertigent’s prior written permission.

  16. By sending Vertigent any ideas, photographs, drawings, videos, suggestions, documents or proposals (“Feedback”), you agree that (a) your Feedback does not contain the confidential or proprietary information of third parties, (b) Vertigent is under no obligation of confidentiality, express or implied, with respect to the Feedback, (c)Vertigent may have something similar to the Feedback already under consideration or in development, and (d) you grant Vertigent an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback. Vertigent shall have no obligation to you of any kind, monetary or non-monetary, with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works from and distribute the Feedback to others without limitation or obligation..

  17. You understand and agree that the Services may have links to third-party sites or resources not controlled or affiliated with Vertigent. Vertigent is not responsible in any way for, and does not make any representation, warranty or guarantee regarding any third-party web site and resources which may be accessed through the Services. Additionally, Vertigent does not endorse or adopt and is not responsible or liable for: (i) any content, advertising, goods or services, or other materials available on or from such web sites or resources; or (ii) any damage or loss cause or alleged to be caused by or in connection with use or reliance on any such content, advertising, goods, services, or other materials on or available from such web sites or resources. You are solely responsible for your actions and consequence of your visiting such sites.

  18. Vertigent may provide services on Services on web sites operated and owned by third parties. These other web sites, products, or services may operate under a different user agreement than the Services (the terms and conditions of other such user agreements are not affected in anyway by this Agreement nor is this Agreement affected by such other user agreements). Vertigent encourages you to review applicable policies and agreements when you visit any web site or use any product or service including these Services.

  19. This Agreement shall be governed by the 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 shall not apply to this Agreement. 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 Vertigent. Any purported assignment without such permission shall be void. Vertigent may assign this Agreement, including any rights hereunder, by operation of law or otherwise, in whole or in part, without notice. Any waiver of any rights of Vertigent under this Agreement must be in writing, signed by Vertigent, and any such waiver shall not operate as a waiver of any future breach of this Agreement. Vertigent may terminate this Agreement upon notice for any reason or for no reason. This Agreement is the entire agreement between the parties with respect to this subject matter, and supersedes any and all prior or contemporaneous, conflicting or additional communications, negotiations or agreements with respect thereto.

  20. DMCA AND POSTINGS

  21. If you are a copyright owner or an agent thereof and believe that any content on the Services (“Postings”) infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Vertigent’s Copyright Agent (identified below) with the following information in writing:

    1. A physical or electronic signature of a person authorized to act on behalf of the owner of the work that is allegedly infringed;

    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Vertigent to locate the material;

    4. Information reasonably sufficient to permit Vertigent to contact you, such as an address, telephone number or email address;

    5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

    6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

  22. VERTIGENT’s designated Copyright Agent to receive notifications of claimed infringement is: Mr. Tony Ash email: copyright@earth911.com, fax: (480) 889-2660. Only claimed infringement notifications may be sent to the Copyright Agent.

  23. If you believe that your Posting that was removed or disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your Posting, you may send a counter-notice containing the following information to the Copyright Agent:

    1. Your physical or electronic signature;

    2. Identification of the Posting that has been removed or to which access has been disabled and the location at which the Posting appeared before it was removed or disabled;

    3. A statement that you have a good faith belief that the Posting was removed or disabled as a result of mistake or a misidentification of the Posting; and

    4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Phoenix, Arizona, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

  24. Please direct any questions or comments about the Services to:

  25. EARTH911, INC.

  26. 1375 N. Scottsdale Rd. Suite 140

  27. Scottsdale, AZ 85257

  28. Email: clientrelations@earth911.com