These Terms of Service ("Terms") constitute a legally binding agreement between you and Earthmover, Inc. ("Earthmover," "we," "us," or "our"), a corporation organized under the laws of the State of Oregon, with its principal place of business at 1221 SW 4th Avenue, Suite 100, Portland, OR 97204. These Terms govern your access to and use of the Earthmover website at earthmover.io (the "Website") and any related software platforms, data services, application programming interfaces (APIs), content, and features (collectively, the "Services").
By accessing or using our Website or Services, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using our Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, in which case "you" refers to that entity. If you do not agree to these Terms or if you do not have authority to bind your organization, you must not access or use our Services.
We may revise these Terms from time to time. We will notify you of material changes by posting the updated Terms on our Website with a revised "Last updated" date and, where required, by sending you an email notification. Your continued use of the Services after the effective date of any revision constitutes your acceptance of the updated Terms.
Earthmover provides software and data services for the measurement, reporting, and verification (MRV) of carbon removal and carbon sequestration projects. Our Services may include, but are not limited to:
Earthmover reserves the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services, except as provided in any separate written service agreement between you and Earthmover.
To access certain features of our Services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
You agree to notify Earthmover immediately at support@earthmover.io if you suspect any unauthorized access to or use of your account. Earthmover will not be liable for any loss or damage arising from unauthorized use of your credentials if you have failed to maintain the security of your login information or if you have provided your credentials to third parties.
You may not create more than one account per person or organization for the purpose of circumventing subscription limits, accessing free tier features multiple times, or any other purpose that violates these Terms or the intent of our pricing structure. Earthmover reserves the right to suspend or terminate accounts that it reasonably believes are in violation of this provision.
You agree to use the Services only for lawful purposes and in accordance with these Terms. You specifically agree not to:
We reserve the right to investigate and take appropriate action against any user who violates this Acceptable Use Policy, including suspending or terminating accounts, reporting violations to law enforcement authorities, and seeking injunctive or other equitable relief.
The Website and Services, including all content, features, functionality, software, technology, models, methodologies, interfaces, designs, graphics, text, and other materials, are owned by Earthmover or its licensors and are protected by United States and international copyright, patent, trademark, trade secret, and other intellectual property laws. Earthmover's trademarks include "Earthmover," the Earthmover logo, and any other product or service names that we designate as trademarks from time to time. You may not use Earthmover's trademarks without our prior written permission.
Subject to your compliance with these Terms and payment of any applicable fees, Earthmover grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. Nothing in these Terms grants you any ownership right, title, or interest in the Services, our intellectual property, or any content generated by our models other than the specific license rights explicitly granted herein.
You retain ownership of any data, content, or materials you submit to the Services ("Customer Data"), including field measurement data, project documentation, and other proprietary information. By submitting Customer Data to the Services, you grant Earthmover a worldwide, non-exclusive, royalty-free license to use, process, store, and analyze that data for the purpose of providing the Services to you and, in de-identified or aggregated form only, for the purpose of improving our models and generating aggregate research insights.
You represent and warrant that you have all necessary rights to submit Customer Data to the Services and that doing so does not violate any third-party intellectual property rights, privacy rights, or contractual obligations.
If you provide any feedback, suggestions, ideas, or recommendations to Earthmover regarding the Services ("Feedback"), you grant Earthmover a perpetual, irrevocable, worldwide, royalty-free license to use that Feedback without restriction and without compensation to you. You acknowledge that Earthmover may implement similar ideas or suggestions independently of your Feedback.
Earthmover's MRV platform uses scientific models, remote sensing data, and field measurements to produce carbon accounting estimates. You acknowledge that:
Access to certain features of the Services requires payment of fees as described in our pricing plans available on the Website or in a separate written service agreement. Fees are due in advance for subscription services and are non-refundable except as expressly stated in these Terms or required by applicable law. We reserve the right to change our pricing at any time with 30 days' notice for existing subscribers. If you disagree with a price change, you may cancel your subscription before the change takes effect.
Unpaid fees may result in suspension or termination of your access to the Services. You are responsible for any taxes, duties, or other governmental assessments applicable to your purchase of Services, and Earthmover will collect such taxes where required by law.
Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Earthmover's Confidential Information includes, without limitation, our proprietary models, algorithms, model architecture, and unpublished methodology documentation. Your Confidential Information includes Customer Data that is not publicly available. Each party agrees not to disclose the other's Confidential Information to third parties except as necessary to perform obligations under these Terms or as required by law, and to use the other's Confidential Information only for the purposes permitted under these Terms.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR RELIABILITY. EARTHMOVER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EARTHMOVER MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT ANY RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU IN ITS ENTIRETY. IN SUCH JURISDICTIONS, EARTHMOVER'S WARRANTIES ARE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EARTHMOVER, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF EARTHMOVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EARTHMOVER'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO EARTHMOVER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).
THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF EARTHMOVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless Earthmover and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) your violation of these Terms; (b) your use of the Services in a manner not authorized by these Terms; (c) the accuracy, completeness, or legality of Customer Data you submit to the Services; (d) your violation of any applicable law or regulation; or (e) your use of any carbon accounting outputs from the Services in connection with fraudulent, misleading, or illegal claims.
These Terms are governed by and construed in accordance with the laws of the State of Oregon, United States, without regard to its conflict of law provisions. For any disputes arising out of or relating to these Terms or the Services that cannot be resolved informally, the parties agree to submit to binding arbitration under the rules of the American Arbitration Association, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm. The arbitration will be conducted in Portland, Oregon, and the arbitration proceedings will be in English. The award of the arbitrator shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
You agree to bring any claim against Earthmover in your individual capacity only, and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding.
Either party may terminate these Terms at any time. Earthmover may terminate or suspend your access to the Services immediately, without prior notice or liability, if you breach any provision of these Terms. Upon termination, your right to use the Services will immediately cease. Provisions of these Terms that by their nature should survive termination (including but not limited to Sections 5, 6, 9, 10, 11, and 12) will survive any termination.
These Terms, together with our Privacy Policy and any separate written service agreements, constitute the entire agreement between you and Earthmover regarding the Services and supersede all prior agreements, representations, and understandings. If any provision of these Terms is found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. Earthmover's failure to enforce any right under these Terms shall not constitute a waiver of that right. You may not assign any of your rights or obligations under these Terms without Earthmover's prior written consent. Earthmover may freely assign its rights and obligations under these Terms.
Questions about these Terms should be directed to:
Earthmover, Inc. — Legal