DIGITAL MANIFEST LITE ACCESS AND USE AGREEMENT

 

THIS ACCESS AND USE AGREEMENT (the “Agreement”) governs Your access to and use of the Wastebits™ Digital Manifest Lite™ (the “Lite Solution”). The Lite Solution is made available to You by Environmental Data Systems, LLC, dba Wastebits (the “Company,” “Us,” “We,” or “Our”). For convenience, each party hereto may be referred to within as a “Party” and collectively as the “Parties.”

 

This Agreement is a legally binding agreement between You and Us. Please read it carefully. By accessing Our website, any of Our products, clicking “I agree,” creating an electronic waste manifest (a “Manifest”), using the Lite Solution, and/or accessing an online Manifest, You agree to be bound by all of the terms and conditions of this Agreement. If You are employed by or are working on behalf of a company and are accessing the Lite Solution for any purpose related to that company, You are also agreeing to the terms of this Agreement on behalf of that company and You represent that You have the authority to do so (in which event, the term “You” shall mean both You (the user) and such company).  This Agreement applies to You regardless of the nature or character of Your use of the Lite Solution, including any use by You as an Author or an Authorized End User (as each term is defined below). If you do not agree to be bound to this Agreement, do not access or use Our website, or Our products, including a Manifest or the Lite Solution.

 

The current version of this Agreement is posted at https://wastebits.com/access-use-agreement/digital-manifest-lite. This Agreement may be revised or amended by the Company at any time and without notice to You.  All such revisions and amendments shall be immediately binding on You. You agree that it is your obligation and responsibility to periodically review the Agreement to see if it has been updated, revised, or amended. Any access or use of Our website or Our products, including a Manifest or the Lite Solution, after such amendment means that You have consented to such amended Agreement.

 

 

I.  OUR PROVISION OF THE LITE SOLUTION

 

A.  You agree and acknowledge that the sole and exclusive reason that We are enabling Your access and use of Our Lite Solution is so that You may evaluate its utility.  You acknowledge and agree that We have no obligation to do so and we are not charging You any fee in connection with Your use of the Lite Solution.  We may decide at any time and at Our sole election, to discontinue providing the Lite Solution without advance notice to You and without liability to You or any person or Party.   Alternatively, and at our election, we may modify the functionality of the Lite Solution, and/or change the terms under which we provide the ability to access and/or use the Lite Solution, in each case, at any time and without liability to You or any person or Party.

 

II.  YOUR ABILITY TO ACCESS AND USE THE LITE SOLUTION

 

A.  Eligibility. You may use the Lite Solution only subject to the terms of and in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. 

 

B.  For as long as We make the Lite Solution available to you, You may, on a non-exclusive, personal, non-transferable, non-sublicensable, revocable, and limited basis, remotely access and use certain limited functionality available within the Lite Solution in order to create a Manifest and/or to access and/or to edit an existing Manifest in accordance with this Agreement (the “Permitted Purpose”).  Each Manifest You create, access and/or edit shall be subject to this Agreement.

 

C.  You agree that You will use the Lite Solution in compliance with this Agreement, Our standard policies then in effect as may be published at https://wastebits.com/access-use-agreement/digital-manifest-lite (including our Privacy Policy https://wastebits.com/privacy-policy), and all applicable laws and regulations.

 

D.  You agree that You will use the Lite Solution only for Your personal and legitimate business and/or commercial purposes related to Your existing business operations and in connection with creating a Manifest for use with non-hazardous waste.  You acknowledge and agree that the Lite Solution is not intended for hazardous waste and You represent and warrant that You will not create a manifest for hazardous waste. 

 

E.  You may only access and use the Lite Solution from within the United States and for non-hazardous waste that is physically located within the continental United States. We do not assume any liability for any access or use of Our website or Our products, including the Lite Solution or a Manifest outside of the continental United States; any such access or use is Your liability, including Your obligation to do so in compliance with applicable laws and regulations.

 

F.  In accessing and/or using the Lite Solution, You agree that You are subject to the following “Restrictions on Use” and that You will not:

 

1.  Sell, license, sub-license, distribute, rent, lease, transfer, or assign the ability to access and use the Lite Solution.

 

2.  Reverse engineer, decompile, or disassemble the Lite Solution, or otherwise attempt to obtain any of the source code, object code, executable code, or underlying structure, ideas, know-how, or algorithms related to the Lite Solution.

 

3.  Remove or obscure any product identification, proprietary, copyright, or other notices contained in or on the Lite Solution (including any reports or data which may be accessed, downloaded, or printed from the Lite Solution).

 

4.  Modify, translate, or create derivative works based upon the Lite Solution.

 

5.  Use the Lite Solution to provide a Lite Solution to a third-party other than Your employer.

 

6.  Incorporate the Lite Solution into any other product or Lite Solution or create Internet “links” to or from the Lite Solution or “frame” or “mirror” any content forming part of the Lite Solution.

 

7.  Use the Lite Solution to send spam or other duplicative or unsolicited messages in violation of applicable laws.

 

8.  Use the Lite Solution to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights.

 

9.  Use the Lite Solution to transmit, send, or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs.

 

10.  Interfere with or disrupt the integrity or performance of the Lite Solution or the data contained therein or any equipment used to connect to the Lite Solution.

 

11.  Attempt to gain unauthorized access to the Lite Solution or its related systems or networks.

 

12.  Access, or allow access to, the Lite Solution in order to: (a) build or develop, or assist a third-party in building or developing, a competitive product or Lite Solution;  (b) build or develop, or assist a third-party in building or developing, a product or Lite Solution using similar ideas, features, functions, or graphics of the Lite Solution; or, (c) copy, or assist a third-party in copying, any ideas, features, functions, or graphics of the Lite Solution.

 

This is a non-exhaustive list of things You should not do in connection with the Lite Solution.  If We haven’t within this Agreement expressly provided that You may do something involving the Lite Solution, You should not be doing it.  We may decide that any conduct you engage in violates this Agreement, including these Restrictions on Use, and We reserve the right to immediately revoke or suspend Your right to access and use the Lite Solution.  If You do anything that harms us, a third party, or the Lite Solution, You are responsible for all such harm, including any damages any party incurs as a result of Your behavior.

 

III.  CREATING A MANIFEST AND THE ACCESS AND USE RIGHTS OF OTHERS

 

A.  Subject to this Agreement, You may input data You deem relevant to create a Manifest in connection with the Permitted Purpose. We call the person who created the Manifest the “Author.” 

 

B.  Following the creation of a Manifest, the Author may receive an email which is automatically sent out by the Lite Solution to an email address designated by the Author; You authorize Us to send You such an email.  The email may contain a link (the “Unique Link”) and a corresponding unique PIN (the “Unique PIN”).   You may forward the Link and/or the PIN to persons You desire.  You alone are responsible for making sure only persons you want to possess the Unique Link and/or Unique PIN are provided with each of them and You should recognize that such persons will have the ability to forward the Unique Link and/or Unique PIN to other people without limitation.  You are responsible for the actions, subsequent access to, further distribution of the Unique Link and/or Unique PIN and use of the Lite Solution and Manifests by any person possessing the Unique Link and/or Unique PIN. 

 

1.  You authorize Us to permit any person who possesses the “Unique Link”, electronically or otherwise, to access, view, digitally sign, and download / export (via pdf) the Manifest associated with such Unique Link.  You accept full responsibility for any such persons, including making them aware that their access is subject to this Agreement.

 

2.  You authorize Us to permit any person who possesses the Unique PIN to edit the Manifest associated with such Unique PIN.  You accept full responsibility for any such person’s edits or violation of this Agreement.

 

3.  You authorize Us to permit any person who possesses the Unique Link and/or the Unique PIN to share either or both with any third party they may desire.  You accept full responsibility for any such person’s edits or violation of this Agreement.

 

C.  Any person who possesses either the Unique Link and/or Unique PIN will be able to access and use the Lite Solution as more fully described above (such person, an “Non-Author User”).  Each Non-Author User is subject to the terms of this Agreement and We will also provide such Non-Author User with a link to this Agreement and an opportunity to click on their consent to be bound to the same prior to such person’s first attempt to access the Lite Solution and access a Manifest. We utilize cookies to confirm such consent and access, if You do not permit cookies or if You elect to remove such cookies, We may require such Non-Author User to reconsent prior to any subsequent attempt to access. If such person does not agree to the terms of this Agreement, We will not permit them to access the Manifest associated with the link or otherwise to use the Lite Solution in connection with the Manifest.

 

D.  If through the Lite Solution there is provided a means for You (including any Non-Author User) to electronically sign, approve, consent to, and/or acknowledge the Manifest (individually or collectively, an “eSignature”) on behalf of any person or party, such eSignature shall be legally effective to bind the party so signing, approving, consenting, and/or acknowledging the Manifest to the maximum extent enforceable under the law. 

 

III.        LIMITATIONS OF THE LITE SOLUTION

 

A.  You agree and acknowledge that the Company shall have no responsibility or liability to You of any kind for (1) any failure of or deficiency in the Lite Solution or any unavailability thereof or for the deletion of Your data, including the loss or deletion of any Manifest; (2) the deletion, alteration, interception, destruction, or loss of any Manifest or any other information being transmitted to or from the data center or other host of the Lite Solution or that is stored on any of Your hardware; or (3) monitoring who is accessing a Manifest, as each Author accepts full responsibility for the actions of any person who accesses the Manifest.

 

B.  We are not responsible for the quality, accuracy or completeness of any information You enter. If You are the Author of a Manifest, You are solely and exclusively responsible for its content at all times and You alone are responsible to review the Manifest and make sure that it is accurate and complete for Your intended purpose.

 

C.  Your Manifest will be stored by Us as an electronic file (or files) on one or more third-party servers. You agree that Your use of the Lite Solution does not replace the need for You to keep Your own copies of the information set forth on each and every Manifest You create and to make back-up copies of such information.

 

D.  Once created, the Manifest will be stored as an electronic file for at least a period of six (6) months (the six (6) month period, the “Manifest Retention Period”). Upon conclusion of the Manifest Retention Period, the electronic record comprising Your Manifest may be destroyed and not retrievable. It will be Your responsibility, prior to the conclusion of the Manifest Retention Period, to make a back-up copy of the Manifest.

 

IV.  INFORMATION AND PRIVACY

 

A.  You accept and have sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all data and information that You enter into the Lite Solution (“Information”) to create or modify a Manifest. You represent to Us that all Information You submit is: (1) accurate and complete and each Manifest you create, edit or approve complies with all federal, state and other applicable laws and regulations; (2) owned by You or Your employer; and (3) submitted by You without violation of any third-party’s rights in or to the Information.

 

B.  You will not transmit within the Lite Solution:

 

1.  Credit card or other financial information.

 

2.  A social security number, driver’s license number, dates of birth, home addresses, or any other information capable of being used to identify a person or that is otherwise protected under any existing privacy laws.

 

3.  Any protected health information, as that term is defined in HIPAA/HITECH regulations or state law of similar import.

 

C.  You agree and acknowledge that all information transmitted to create Your Manifest is intended to be shared with third parties. As such, You agree and acknowledge that any such information is information in which You have no legitimate expectation of privacy and shall be considered public information (i.e., not confidential) for all purposes.  Notwithstanding the foregoing, you understand that the Company may have from time to time an established Privacy Policy which, when in existence, will be posted and available at http://wastebits.com/privacy-policy.  To the extent that any information You transmit or store within the Lite Solution comprises Your personal information, you agree that such information shall be subject to Our Privacy Policy.  We may use any and all other information You submit or input into the Lite Solution without limitation or obligation to You.

 

V.  PROPRIETARY RIGHTS

 

A.  This Agreement is not an agreement for sale or the licensing of any underlying software. You are not being granted any right, title, or interest in the Lite Solution or a right to possess an executable version of the software which comprises the Lite Solution. You acknowledge and agree that the Company owes You no duty, contractual or otherwise, to provide You with the right to access and/or to use the Lite Solution.

 

B.  You acknowledge and agree that the Company shall have and retain exclusive and full ownership of all right, title, and interest in and to the Lite Solution, any modifications, improvements, enhancements, and derivative works thereto, the Documentation, and any and all intellectual property rights therein, including, without limitation, any and all copyrights, moral rights, rights in inventions, rights in mask works, rights in and to software code of any kind (including all software routines, machine readable or executable code, source code, database structure, database content, and all Company APIs), rights in proprietary algorithms, processes and workflows executed by or otherwise related to the Lite Solution, and any other form of an intellectual property interest recognized anywhere in the world. “Documentation” means all materials and documentation provided by the Company relating to the performance, operation, and/or use of the Lite Solution, including, without limitation, any specifications and user manuals.

 

C.  You agree that the Company may use Your feedback, suggestions, or ideas relative to the Lite Solution in any way, including in future modifications of the Lite Solution, other products or Lite Solutions, advertising, or marketing materials. You grant the Company a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free, and unlimited license to use all such feedback that You provide or disclose to the Company.

 

D.  Any and all information relating to the Lite Solution shall be considered confidential information of the Company for all purposes hereunder (“Confidential Information”). You agree that You will not use Confidential Information other than in connection with Your use of the Lite Solution and You will not disclose Confidential Information to any third party.  You agree that if You were to disclose or use Confidential Information in a manner not authorized by this Agreement, it would likely cause significant irreparable harm to the Company.  You are free to use and distribute the Manifests You author to third parties.

 

VI.  TERMINATION

 

The Company reserves the right to suspend or terminate this Agreement and/or Your ability to access and use the Lite Solution without liability to You, without notice to You, and for any reason, including, without limitation, Your breach of this Agreement or any misuse by You of the Lite Solution. Sections II.F., IV, V, VII-X will survive termination of this Agreement. 

 

VII.  WARRANTY DISCLAIMER

 

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE LITE SOLUTION IS PROVIDED “AS IS” AND “WITH ALL FAULTS”.  YOU USE THIS SERVICE AT YOUR OWN RISK. 

 

YOU ACKNOWLEDGE THAT COMPANY HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES TO YOU REGARDING THE LITE SOLUTION. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE LITE SOLUTION IS ACCURATE, RELIABLE OR CORRECT; THAT THE IT WILL MEET YOUR REQUIREMENTS; THAT IT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS THAT MAY BE PRESENT IN THE LITE SOLUTION WILL BE CORRECTED; OR THAT THE LITE SOLUTION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RISKS ASSOCIATED WITH USING THE LITE SOLUTION, INCLUDING COMPLETION OF THE MANIFEST USING INCORRECT INFORMATION, SHARING THE UNIQUE LINK AND/OR UNIQUE PIN WITH AN UNINTENDED RECIPIENT, PROVIDING THE INCORRECT DOT SHIPPING DESCRIPTION, SYSTEM DOWNTIME AND/OR FAILURE, AND INCURRING FINES FROM FEDERAL, STATE, OR LOCAL AGENCIES FOR ANY VIOLATION OF RELEVANT STATUTES OR REGULATIONS.  ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

 

COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES WITH RESPECT TO THE LITE SOLUTION.

 

VIII.  LIMITATION OF LIABILITY

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY DATA YOU ENTER OR IS OTHERWISE PRESENT IN A MANIFEST; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE LITE SOLUTION; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE LITE SOLUTION; OR (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE LITE SOLUTION BY ANY THIRD PARTY. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION FIRST AROSE.

 

FURTHER, AND WITHOUT IMPLICITLY LIMITING THE FOREGOING PARAGRAPH, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU, YOUR EMPLOYER, ANY OF YOUR AUTHORIZED USERS/AUTHORS/NON-AUTHORS OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS FOR ANY CLAIM OR DEMAND OF ANY NATURE OR KIND, ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF. THE FOREGOING LIMITATION ON DAMAGES WILL APPLY TO ALL CLAIMS, REGARDLESS OF THE NATURE OR CHARACTER OF SUCH CLAIMS, INCLUDING, WITHOUT LIMITATION, TO CLAIMS ARISING OUT OF ANY ALLEGATION, ACTION, SUIT, OR PROCEEDING BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF A STATUTE OR OTHER LAW, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES.

 

WE DISCLAIM ALL LIABILITY IN CONNECTION WITH YOUR USE OF THE SERVICE. FURTHER, IN NO EVENT WILL COMPANY’S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00).

 

YOU AGREE AND ACKNOWLEDGE THAT THE COMPANY IS NOT A PARTY TO, THIRD-PARTY BENEFICIARY OF, OR A GUARANTOR OF PERFORMANCE WITH RESPECT TO ANY UNDERLYING COMMERCIAL TRANSACTIONS BETWEEN YOU, YOUR COMPANY, ANY AUTHORIZED USER, OR ANY OTHER THIRD PARTY, AND ACCORDINGLY THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER RELATED TO SUCH TRANSACTIONS.

 

Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to You. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.

 

IX.  INDEMNIFICATION

 

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY AND ITS RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (“COMPANY INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL DAMAGES, EXPENSES, LIABILITIES, COSTS, OR OTHER LOSSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS (COLLECTIVELY, “CLAIMS”) MADE BY ANYONE TO THE EXTENT THAT THEY ARISE FROM OR AS A RESULT OF, IN WHOLE OR IN PART, (I) YOUR USE OF AND ACCESS TO THE LITE SOLUTION, INCLUDING ANY DATA OR CONTENT TRANSMITTED OR RECEIVED BY YOU; (II) YOUR VIOLATION OF ANY TERM OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE RESTRICTIONS ON USE; (III) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY, PUBLICITY, OR INTELLECTUAL PROPERTY RIGHTS; (IV) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE, OR REGULATION; (V) ANY CLAIM OR DAMAGES THAT ARISE AS A RESULT OF YOUR USE OF THE LITE SOLUTION; OR (VI) ANY OTHER PARTY’S ACCESS AND USE OF THE SERVICE WITH YOUR UNIQUE USERNAME, PASSWORD, A UNIQUE LINK, A UNIQUE PIN, OR OTHER APPROPRIATE SECURITY CODE.

X.  GENERAL

 

A.  Governing Law and Enforcement of Agreement. This Agreement shall be governed in accordance with the laws of the State of Ohio without reference to conflict of laws principles.

 

B.  Entire Agreement. This Agreement constitutes the entire, final, complete, and exclusive agreement between You and Us and supersedes all previous agreements, intentions, or representations, oral or written, relating to the subject matter of this Agreement.

 

C.  No Third-Party Beneficiaries. This Agreement does not confer any rights on any person or party other than You and Us, including, without limitation, Your employer.

 

D.  Miscellaneous. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void, or otherwise ineffective or invalid by a court of competent jurisdiction:

 

1.  Such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law.

 

2.  The remaining terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect.

 

E.  No Waiver. A failure by Us to enforce at any time any of the provisions of this Agreement shall not be deemed to be a waiver of Our right thereafter to enforce any such provisions.