Terms

AEYD TERMS & CONDITIONS

1. INTRODUCTION

The Services allow you to log, track, and manage compost operations related information. The Services are provided to you by PROC9, LLC (PROC9), in connection with our partners or other affiliates. So that we may safely and responsibly manage our website and mobile applications for all of our users, your use of the Services is subject to this Agreement. PROC9 may modify this Agreement, Content and/or the Services at any time and such modification will be effective upon posting such modifications to the Services. By continuing to access or use the Services after such modification, you are agreeing to be bound by the modified Agreement, Content and/or the Services, as applicable. Whether you purchased a subscription or received a subscription from one of our partners, or other third party, this Agreement will apply to your use of the Services in conjunction with your subscription.

2. REGISTRATION

In order to use the Services, you must create an account (“Account”). You agree to provide true, accurate and complete information and keep your Account information current and updated. You shall not select or use as a username (i) a name of another person with the intent to impersonate that person or (ii) a name subject to any rights of a person other than yourself without appropriate authorization. You are solely responsible for any and all activities that occur under your Account or password, and for keeping your Account password confidential and secure. You may never use another person’s account or registration information for the Services without permission. You agree to notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account or password. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates. PROC9 will not be liable for any loss or damage arising from your failure to comply with this Section.

3. ELIGIBILITY

You represent and warrant that you are at least 13 years of age, provided that if you are under the legal age to form a binding contract in your jurisdiction, your use of the Services is subject to requirements of parental consent, in which case (i) your supervising parent or legal guardian is considered the user under this Agreement and is responsible for any and all activity; and (ii) you represent that your parent or legal guardian has reviewed and agreed to this Agreement. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. The right to access the Services is revoked where this Agreement or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.

4. USE OF THE SERVICES

AEYD software, text, graphics, images, video, audio, data and other material are made available to you through the Services (collectively referred to as the “Content”). Subject to this Agreement and your Subscription, we grant to you a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to (i) access and use (i.e., to download and display locally) the Content and the software and applications made available through the Services solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. The Content may be owned by us or may be provided through an arrangement we have with others, including other users of the Services, or our partners, sponsors, or affiliates. Other than your rights in any User Content (as defined below), you have no rights in or to the Content, and you may not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us or the owner of the Content. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. If you violate any part of this Agreement, your permission to access and/or use the Content and Services automatically terminates and you must immediately destroy any copies you have made of the Content.Various company, product, and service names displayed on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”). Your use of the Services should not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Third-Party Trademark displayed on this Services. The Third-Party Trademarks may not be used to disparage any applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Third-Party Trademarks.The Services may include access to links to, and content and data from, third-party websites (“External Services”). These links, content, and data are provided solely as a convenience to you, are not an endorsement by use of the content on such External Services and may be subject to separate legal terms and conditions between you and third parties. The content of such External Services is developed and provided by others. In addition, the Services permit access to content posted, stored, or displayed at the direction of users of the Services, for which we cannot accept any responsibility or liability.The Services are for personal and professional use only and may not be used in connection with any commercial endeavors except those that are specifically approved by PROC9. The following activities are expressly prohibited: (i) collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications; (ii) any use of the Services, which in our sole judgment, degrades the reliability, speed, or operation of the Services or any underlying hardware or software thereof; (iii) use of web scraping, web harvesting, or web data extraction methods from AEYD even if the Account owner gives permission; and (iv) any use of the Services which is unlawful or in violation of this Agreement.

5. TERMINATION

Unless otherwise prohibited by law, and without prejudice to PROC9’s other rights or remedies, PROC9 shall have the right to immediately terminate (i) your Subscription if you breach any of the terms of this Agreement and (ii) any of the Services, in our sole discretion at any time.You must maintain an active Subscription to continue using the Services. This Agreement and your Subscription may be renewed for additional Subscription periods pursuant to the Subscription purchased. If you do not maintain an active Subscription and pay all Subscription Fees when due, this Agreement shall terminate.If you have obtained a free Subscription, PROC9 reserves the right at any time to modify or discontinue, temporarily or permanently, such free Subscription, your Account and your access to the Services with or without notice. Unless modified or discontinued by PROC9 in its sole discretion, your free Subscription shall continue until the end of the applicable free Subscription period, or until you cancel or upgrade to a paid Subscription.Unless otherwise stated, all Subscription Fees are non-refundable, even if you stop using the Services.Upon cancellation or termination, all licenses granted to you hereunder shall terminate automatically, your right to use the Services shall cease and your User Content, as defined below, will no longer be available to you through the Services.

6. SUPPORT

You shall receive the support and maintenance, if any, as provided with your Subscription.

7. USER CONTENT

The Services may include functionality to permit the submission of your Content, whether manually at the direction of users of the Services or automatically in accordance with your Account settings (“User Content”) and the hosting, sharing, and/or publishing of such User Content. You warrant and represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. User Content includes, without limitation, any information collected by AEYD, including statistics and measurements, performance metrics generated through the use of the Services, and any information submitted by you within the Services. You understand that PROC9 does not guarantee any confidentiality with respect to User Content that you submit and make available to others.You shall be solely responsible for User Content you submit or allow to be collected and the consequences of our posting or publishing such User Content. In connection with any User Content you submit, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement; and (ii) you have the express specific, informed and unambiguous consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Services and this Agreement. By submitting the User Content to us, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to edit, modify, truncate, aggregate, use, reproduce, distribute, prepare derivative works of, modify, display, perform, publish and otherwise commercially exploit all or any portion of the User Content in connection with our provision of the Services and our (and our successors’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels and sharing the User Content with social media platforms (i.e., posting User Content to Twitter or Facebook if enabled in your Account’s sharing settings) with our business partners and licensees for informational and analytical purposes.If your use of the Services is on behalf of or managed by a coach, team, organizing body or other entity you are affiliated with (“Managing Entity”), your User Content may also be shared with that team or other organization. You consent to that sharing and acknowledge and agree that we are not responsible for any use or disclosure of your information by that Managing Entity. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, and to use, reproduce, distribute, prepare derivative works of, display, publish and perform such User Content as permitted through the functionality of the Services and under this Agreement. We may maintain copies of any User Content for purposes of backup, security, or maintenance, or as required by law.In connection with User Content, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. We do not endorse any User Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with any User Content. We do not permit copyright infringing activities and infringement of intellectual property rights in connection with the Services, and we will remove all Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. We may remove any Content and User Content without prior notice. We may also terminate your access to the Services if you are determined to be a repeat infringer. A repeat infringer is anyone who has been notified of infringing activity more than once and/or has had any User Content removed from the Services more than twice. We also reserve the right to decide whether Content or User Content is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, Content or User content that is of excessive length, unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate. We may remove such User Content and/or terminate your access for uploading such material in violation of this Agreement at any time, without prior notice and at our sole discretion.

8. NO OPERATIONS ADVICE

PROC9 PROVIDES THE SERVICES FOR YOU TO LOG, TRACK, AND MANAGE, YOUR COMPOST OPERATIONS INFORMATION. THE SERVICES AND ANY RESULTS OR CONTENT DISPLAYED VIA THE SERVICES, WHETHER PROVIDED BY PROC9 OR THIRD PARTIES, DO NOT PROVIDE PROFESSIONAL ADVICE. YOU AGREE THAT YOUR OPERATIONS ACTIVITIES CARRY CERTAIN INHERENT AND SIGNIFICANT RISKS OF BODILY INJURY, DEATH OR PROPERTY DAMAGE, AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES.

9. OPERATIONS RELATED CONTENT

The Content available through the Services may include operation recommendations, and other media to help you meet your composting goals. You acknowledge and agree that PROC9 is not a consultant and that the Services (including any recommendations and any information available through the Services that may appear to be personalized) may not be appropriate for you, or your operations. PROC9 is not responsible for any results that may or may not be obtained from the use of the Service.

10. INDEMNITY

You agree to defend, indemnify, and hold us and our subsidiaries, affiliates, officers, agents, suppliers, employees, partners and licensors  harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your User Content, (ii) your breach of this Agreement, (iii) your uploading of, access to, connection to, or use or misuse of the Content or the Services, or (iv) your violation of law. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

11. DISCLAIMER OF WARRANTY

EXCEPT AS STATED IN SECTION 16, THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND. WE HEREBY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, AND NON INFRINGEMENT OF THIRD PARTIES’ RIGHTS.WE, OUR AFFILIATES, OUR PARTNERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT (INCLUDING THE USER CONTENT) OR SERVICES, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY.NEITHER WE NOR OUR AFFILIATES OR PARTNERS SHALL BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO USERS OF THE SERVICES OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. FURTHER, WE MAKE NO WARRANTY THAT THE SERVICES WILL BE AVAILABLE ERROR FREE OR THAT THE SERVICES OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. YOU AGREE THAT YOUR USE THE SERVICES AND THE CONTENT AT YOUR OWN RISK.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES AND/OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, IN EXCESS OF ONE HUNDRED DOLLARS, EVEN IF A WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.IF YOU ARE A USER FROM NEW JERSEY, SECTION 11 (DISCLAIMER OF WARRANTY) AND SECTION 12 LIMITATION OF LIABILITY) ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PROVISION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PROVISIONS OF THE APPLICABLE SECTIONS.

13. CHANGES TO SERVICES

The Services may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try to give you notice when we make a material change to the Services, but this is not always practical. Similarly, we reserve the right to remove any Content or User Content from the Services at any time, for any reason (including, but not limited to if someone alleges you contributed Content or User Content in violation of this Agreement), in our sole discretion, and without notice.

14. GENERAL

a.  Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. This Agreement will inure to the benefit of our successors and permitted assigns.b.  Governing Law; Venue. This Agreement are governed by the internal substantive laws of the State of Wisconsin, without respect to its conflict of law provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Milwaukee in the State of Wisconsin.c.  Severability. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.d.  Non-Waiver. Failure by us to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.e.  Entire Agreement. Except as expressly agreed by us and you, this Agreement, and any other terms presented to you on or before you create your Account and pay Subscription Fees constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.f.  Headings. The section headings are provided merely for convenience and shall not be given any legal import.g.  Survival. All sections of this Agreement that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled User Content, Indemnity, Disclaimer of Warranty and Limitation of Liability, and General.h. Confidentiality. Either party may provide to the other information under this Agreement which is confidential in nature in connection with business discussions related to the Service, including, but not limited to the know-how, inventions (whether or not patentable), techniques or ideas, related to the service; the design and architecture of the service; the computer code, internal documentation, and design and functional specifications of the service; the pricing of the service is provided directly from Company; the terms of this Agreement; and any problem reports, analysis and performance information related to the service. All such information shall be marked as confidential in order to be protected hereunder and shall not be disclosed to any third party.

15. FINANCIAL CONTRIBUTIONS

1. Acknowledgment and Acceptance: By making a contribution, you acknowledge and agree that the contribution is non-refundable. This means that once the contribution is made, it cannot be returned or refunded for any reason.

2. Intent of Contribution: Contributions are made with the understanding that they are voluntary and made willingly in support of a cause, project, or organization. The non-refundable nature of the contribution is in line with this voluntary and supportive intent.

3. Transaction Authorization: By providing your payment information and completing the contribution transaction, you authorize the processing of your contribution and understand that it is a one-time, non-refundable transaction.

4. No Guarantees: Contributions do not guarantee any specific outcomes, benefits, or results. They are made as a gesture of support, and the non-refundable nature of the contribution is not contingent upon the achievement of specific goals or results.

5. Cancellation Policy: Contributions cannot be canceled or reversed once the transaction is completed. It is the responsibility of the contributor to ensure the accuracy of the contribution details before making the transaction.

6. Currency and Fees: All contributions are processed in the designated currency, and any fees associated with the contribution transaction are the responsibility of the contributor. The contribution amount received by the intended recipient may be subject to currency conversion fees.

7. Changes to Terms: These terms and conditions regarding non-refundable contributions may be subject to change without prior notice. Contributors are encouraged to review the terms periodically for any updates.

16. CONTACT

If you have any questions regarding the Services, please contact PROC9 via contact [e-mail]. Our mailing address is:PROC9, LLC. PO Box 70908 Milwaukee, WI 53207 United States