CLEAN EARTH CONNECT PORTAL TERMS AND CONDITIONS OF USE

Last revised: March 31, 2017

Please read these Terms and Conditions of Use (the "Terms") carefully to ensure that you understand each provision. These Terms and Conditions contain a class action/jury trial waiver provision in which you and Clean Earth, Inc. are each waiving the right to a trial by jury and to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

1. Acceptance of Terms

Clean Earth, Inc. provides the Site and also makes available, through this Site and otherwise, certain information and services (collectively, "Features"), subject to your compliance with the Terms. The Terms govern your use of Clean Earth Connect and any software available through the portal that are owned, operated, or provided by Clean Earth ("Clean Earth," "Licensor," "we," "us" or "our"), and which contain a link to the Terms (collectively, and together with all services and products available through such websites, the "Site").

We reserve the right, in our sole discretion, to change or modify, add or remove any portion of the Site or the Terms, at any time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site after any changes to the Terms will constitute acknowledgement and acceptance of those changes, whether or not you actually reviewed the modified Terms.

Please consult the Clean Earth Connect Privacy Policy for a description of our privacy practices and policies on the Site.

As used in these Terms, references to our "Affiliates" include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or contents and features available on this Site.

BY ACCESSING AND USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE, ITS FEATURES OR OFFERINGS, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR FEATURES OR OFFERINGS. THESE TERMS ARE EFFECTIVE ONCE YOU CLICK THE 'I AGREE' BUTTON BELOW OR OTHERWISE INDICATE YOUR AGREEMENT TO THESE TERMS IN CONNECTION WITH YOUR REGISTRATION OR OTHERWISE ACCESS A FEATURE.

2. Site Features

Clean Earth provides a centralized location for its customers and related third parties to access and track information about job status, build profile reports, download weight tickets and manifests, and access and download invoice information.

3. Site Conduct

Your use of the Site is subject to all applicable laws and regulations, and while using this Site you agree not to:

  1. threaten, abuse, harass, defame, deceive, defraud, or invade another’s privacy;
  2. discriminate against anyone on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  3. infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
  4. use any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
  5. breach the security of, compromise or otherwise allows access to secured, protected or inaccessible areas of this Site;
  6. use this Site for any purpose, including commercial purpose of any kind, for which it was not intended; or
  7. provide to us any Submissions (as defined below) that you do not have the right to provide to us.

Third-Party Sites and Information.

This Site and the Features may redirect or link to other websites on the Internet, or may otherwise include references to information or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or offensive. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by us, or any warranty of any kind, either express or implied.

4. Company Intellectual Property

Content. For purposes of these Terms, "content" is defined as any information, communications, software, published works, photos, video, graphics, sounds, or other material that can be viewed by users on our Site and is owned or licensed by Clean Earth or its Affiliates.

Ownership of Content. By accepting these Terms, you agree that the Site, the Features and all content presented to you on this Site is protected by any and all intellectual property and/or other proprietary rights available within the United States, and is the sole property of Clean Earth or its Affiliates or their suppliers. Neither the Terms nor your access to the Site or the Features transfers to you or any third party any rights, title or interest in or to such intellectual property rights. We and our suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

All custom graphics, icons, logos and service names are registered trademarks, or service marks of Company or its Affiliates, or of the party that created and/or licensed the content to Company, and are proprietary to us. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Company or its Affiliates.

Limitations on Use of Content. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from this Site, or disclose to any third party any content, information or materials we make available to you pursuant to your access to the Site (and that we do not otherwise make generally available to the public), in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of this Site or its content violates our intellectual property interests.

Software. The Company and its licensors retain full and complete title to all software used in the operation of this Site and the Features and to all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce any such software to a human-readable form.

5. Submissions.

You hereby grant to Clean Earth and its Affiliates a royalty-free, fully-paid, perpetual, irrevocable, worldwide, non-exclusive and fully-sublicensable right (including any moral rights) and license to use, sell, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display, in whole or in part, all content, remarks, financial information and data, ideas, graphics, and other information and materials furnished or communicated by you to us through this Site or in connection with your use of the Features (hereinafter, "Submissions"), and to incorporate any Submissions in other works in any form, media, or technology now known or later developed. You agree that Clean Earth and its Affiliates may use any Submissions in its business without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Company operations or business. When you provide any Submissions to us, you represent that you have the authority to grant the foregoing license to us. You also acknowledge and agree that other users of the Site and its Features and other third parties to whom, we may, in our sole discretion, furnish your Submissions, may search for, see, access, use, download, reproduce, modify, distribute and display your Submissions. You warrant that the holder of any worldwide intellectual property right, including moral rights, in your Submissions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.

6. Privacy & Security

Login Required. In order to access the Site, you will be asked to register for a Clean Earth Connect account by submitting relevant information, including your email address. You will be asked to log in with your email and a password that Clean Earth assigns to you. By registering for a Clean Earth Connect account, you agree that all information provided by you for account registration or in your Submissions are true and accurate and that you will maintain and update this information and your Submissions as required in order to keep it current, complete and accurate.

Passwords & Security. If you register for an account with us, you agree that you are responsible for maintaining the security and confidentiality of your password, and that you are fully responsible for all activities or charges that are incurred under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Clean Earth employees will never ask you for your password. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your password or account or any other breach of security.

While we take commercially reasonable steps to safeguard and to prevent unauthorized access to personal information and financial information included in your Submissions, we are not responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to such information. We may share your Submissions, including personal information and financial information, as described in our Privacy Policy.

7. Disclaimer

ALL CONTENT AND OFFERINGS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT, FEATURES OR SITE WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, OFFERINGS OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR OFFERINGS OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR FEATURES ACCESSED OR OBTAINED BY YOU FROM THE SITE OR FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE AND ITS CONTENT COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND FEATURES AT THIS SITE, INCLUDING ANY JOB STATUS OR FINANCIAL INFORMATION PROVIDED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT, PRODUCTS AND OFFERINGS AVAILABLE AT THIS SITE MAY BE OUT OF DATE, AND WHILE WE UPDATE THE SITE PERIODICALLY, WE MAKE NO GUARANTEE AS TO THE ACCURACY OR TIMELINESS OF ANY UPDATES OF SUCH CONTENT OR FEATURES.

THE USE OF THE FEATURES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY CONTENT THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS SITE, OR BETWEEN YOU AND ANY THIRD PARTY, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY CONTENT AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE SITE AND ANY FEATURE, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, THE ADDITION OF FREE OR FEE-BASED SERVICES, OR CHANGES TO LIMITATIONS ON ALLOWABLE CONTENT, FILE SIZES OR FILE TYPES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT CONTENT OR FEATURES ON THIS SITE SHALL ALSO BE SUBJECT TO THESE TERMS OF USE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

8. Limitation of Liability & Indemnification

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR (A) THIRD PARTY PROMISES REGARDING OUR CONTENT OR FEATURES OR FOR ASSISTANCE IN CONDUCTING TRANSACTIONS, INCLUDING COMMERCIAL TRANSACTIONS, WITH THE THIRD PARTY THROUGH THIS SITE; OR (B) THE JOB STATUS OR FINANCIAL INFORMATION THAT WE PROVIDE TO YOU OR OTHER THIRD PARTIES INVITED BY YOU.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold us and our Affiliates harmless from all losses, liabilities, claims, suits, and expenses, including attorneys' fees and costs, that may arise from (a) your use or misuse of this Site or its Features or from your Submissions, (b) your violation of these Terms or (c) your violation of applicable laws or regulations. We reserve the right, at our own expense, to assume the exclusive defense and control of any claim or matter otherwise subject to indemnification by you, in which event you will cooperate with us in defending such claim.

9. Termination of Use

Grounds for Termination. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.

No Right to Submissions Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Submissions available on this Site will immediately cease, and we may, at our option at any time thereafter, remove from the Site any Submission you have furnished to us. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1 and 3 through 10 of these Terms shall survive any termination.

10. Miscellaneous Provisions

Automated Devices. You may not use any automatic device, program or technology, or any equivalent manual process, to access, acquire, copy, probe, test or monitor any portion of the Site or its content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or its content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Without limiting the foregoing, you shall not use any automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) or equivalent manual process to “scrape” or download data from any web pages contained in the Site. You agree that you will not take any action that imposes an unreasonable or disproportionate load on the infrastructure of the Site.

No Use By Children. You must be at least 18 years old to use the Site.

International Use. Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States. Those who choose to access this Site from other locations do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction. Any offer for any service and/or information made in connection with this Site is void where prohibited.

Governing Law. The statutes and laws of the Commonwealth of Pennsylvania shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Commonwealth of Pennsylvania, and federal courts located within the Commonwealth of Pennsylvania, including the United States District Court of Western Pennsylvania and the United States District Court of Eastern Pennsylvania, in connection with any actions, suits or proceedings arising out of or relating to the Terms. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO CONTEST JURISDICTION OR VENUE. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THESE TERMS OR ANY OFFERING. ALL CLAIMS MUST BE BROUGHT SOLELY IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. Access to or use of this Site shall not be construed as the purposeful availment by Clean Earth of the privilege or benefits of doing business in any state or legal jurisdiction other than the Commonwealth of Pennsylvania.

Notices. All notices to a party shall be in writing and made personally or by overnight delivery service. Notices to us must be sent to the attention of “Clean Earth Connect Administrator” at to our address at 344 South Warminster Rd, Hatboro, PA 19040. You agree to allow Clean Earth to submit notices to you either through the email address provided, or to the address we have on record. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally or via email to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt.

No Resale Right. You agree not to sell, resell, reproduce, duplicate, distribute, prepare derivative works of, copy or use for any commercial purposes any portion of this Site or the content thereof, or use of or access to this Site, Features or Content provided to you.

Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of Features or Content arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

Savings Clause. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

No Waiver. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.

Entire Agreement. These terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. No modification to these Terms by any party other than Company shall be valid or enforceable against Company unless expressly agreed to by Company in writing signed by a duly authorized officer of Company. To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.