Terms of Service

Last Revised: August 12th, 2025

These Terms of Service (these "Terms") constitute a legal agreement between you ("you") and Plutou Inc., a Delaware corporation ("Plutou," "we," "us," or "our"). This "Agreement" consists of (a) these Terms and (b) any online ordering flow, order forms, purchase orders, quotes, or other documents that reference these Terms (each an "Order Form"). This Agreement governs your use of Plutou's platform for digitally managing and optimizing operations for waste haulers, donation collectors, and service operators—including functions such as routing, container and location tracking, service coordination, data workflows, and customer management made available through our website(s) located at https://www.plutou.com/ and https://www.plutou.app/ (the "Plutou Platform") and through our mobile applications and related technologies ("Plutou Mobile Apps"), including all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively, the "Plutou Products"). Any new features added to or augmenting the Plutou Products are also subject to this Agreement.

PLEASE REVIEW THE TERMS OF THIS AGREEMENT CAREFULLY. ONCE ACCEPTED, THIS WILL BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND PLUTOU. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE PLUTOU PRODUCTS. IF YOU ARE ACCESSING OR USING THE PLUTOU PRODUCTS ON BEHALF OF YOUR COMPANY, BUSINESS, OR LEGAL ENTITY (WHICH WILL BE DEEMED TO BE THE CASE IF YOU SIGN UP FOR THE PLUTOU PRODUCTS USING AN EMAIL ADDRESS ASSOCIATED WITH SUCH COMPANY, BUSINESS, OR ENTITY) YOU REPRESENT THAT YOU (A) HAVE READ AND UNDERSTAND THIS AGREEMENT, (B) ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, BUSINESS, OR LEGAL ENTITY, AND (C) THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH COMPANY, BUSINESS, OR ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORIZATION, OR IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLUTOU PRODUCTS.

Plutou reserves the right in its sole discretion and at any time and for any reason to modify these Terms, and may provide you with notice of such modifications through the Plutou Products user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Plutou Products after the date any such changes become effective constitutes your acceptance of the new Terms, provided that with respect to any paid subscription to the Plutou Products under an Order Form, any modifications to these Terms will become effective upon the date of the next renewal of such Order Form. It is your responsibility to review these Terms from time to time for any changes or modifications. If you do not agree to the modified Terms with respect to any paid subscription, you may cancel your subscription at any point prior to your next renewal by following the procedures set forth in Section 10 below and your subscription will not be renewed. Except as set forth herein, no amendment or modification to this Agreement will be effective unless assented to in writing by both parties.

1. Definitions

The following terms, when used in this Agreement will have the following meanings:

"Authorized User" means anyone that you allow to use your accounts for the Plutou Products, in each case acting solely on your behalf and for your benefit.

"Confidential Information" means any information disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, "Confidential Information" will not include any information that (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

"Your Materials" means any data, documents, photos, videos, information, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter "upload(ing)") in connection with or relating to the Plutou Products.

"Container" means any container not marked as "Archived" using the functionality provided for such purpose in the Plutou Products, including, specifically, those containers designated as "Active" and/or "Inactive" through such functionality.

2. Plutou Products

2.1 Provision of Plutou Products

Subject to your compliance with the terms and condition of this Agreement, Plutou will make the Plutou Products available to you pursuant to these Terms and the applicable Order Form, and hereby grants you a non-exclusive right to (a) access and use the Plutou Platform and (b) install, access and use the Plutou Mobile Apps on your mobile device(s), in each case, for your internal business purposes during the applicable subscription term. You may permit Authorized Users to access and use and, as applicable, install the Plutou Products on your behalf, subject to any restriction or limitations in the applicable Order Form. You are responsible for provisioning and managing your Authorized User accounts, your Authorized Users' actions through the Plutou Products and their compliance with this Agreement.

2.2 Privacy

Please visit https://www.plutou.com/privacy-policy to understand how Plutou collects and uses personal information with respect to its website. To the extent that Plutou processes any Personal Data (as defined in the DPA referenced below) contained in Your Materials that is subject to the Data Protection Law (as defined in the DPA), on your behalf, in the provision of the Plutou Platform, the Data Processing Addendum ("DPA") currently available at: https://www.plutou.com/dpa is hereby deemed part of this Agreement and incorporated herein by reference.

2.3 Your Responsibilities

1. You will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Plutou Products and notify Plutou promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Plutou Products and (ii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Plutou Products. You will be solely responsible for your failure to maintain such equipment, software and services, and Plutou will have no liability for such failure. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account.

2. As between the parties, you are responsible for the content and accuracy of Your Materials. You will be responsible for the content of all communications sent by your Authorized Users via the Plutou Products. You agree that you will not use the Plutou Products to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) constitutes or encourages conduct that could constitute a criminal offense.

3. Unless otherwise agreed upon by Plutou, you will not use the Plutou Products to transmit or provide to Plutou any financial or medical information of any nature, or any sensitive personal data (e.g., social security numbers, birth dates, personal bank account numbers, passport or visa numbers and credit card numbers).

4. You understand that the operation of the Plutou Products, including Your Materials, may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices and (iii) transmission to Plutou's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Plutou Products. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Materials. Plutou will have no liability to you for any unauthorized access or use of any of Your Materials, or any corruption, deletion, destruction or loss of any of Your Materials.

2.4 Beta Products

PLUTOU MAY OFFER CERTAIN PRODUCTS OR SERVICES AT NO CHARGE, INCLUDING FREE ACCOUNTS, TRIAL USE AND PRE-RELEASE, ALPHA, BETA OR EARLY ACCESS PRODUCTS OR SERVICES (COLLECTIVELY, "BETA PRODUCTS"). NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, WE MAKE BETA PRODUCTS AVAILABLE "AS IS" AND WITHOUT WARRANTY OR LIABILITY OF ANY KIND. WE MAY MODIFY OR DISCONTINUE BETA PRODUCTS AT ANY TIME WITHOUT NOTICE. YOUR USE OF BETA PRODUCTS IS OPTIONAL.

2.5 Support

Plutou will provide technical support for the Plutou Products in accordance with Plutou's standard support policy.

3. Restrictions and Responsibilities

3.1 Restrictions

Except as expressly permitted herein or as required by law, you will not, and will not permit anyone else to: (a) sell, resell, license, sublicense, distribute, rent or lease the Plutou Products, or include the Plutou Products in a service bureau or outsourcing offering; (b) access or use the Plutou Products to develop a competing product or service; (c) reverse engineer, decompile, disassemble or otherwise seek to obtain the source code or non-public APIs to the Plutou Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to Plutou); (d) copy, modify, adapt or create derivative works based on the Plutou Products; (e) remove or obscure any proprietary or other notices contained in the Plutou Products; (f) use the Plutou Products in any manner that violates any applicable law or breaches any network or system security requirements; (g) share access to the Plutou Products with third parties except as expressly permitted herein; or (h) publicly disseminate information regarding the performance of the Plutou Products without Plutou's prior written consent.

3.2 Aggregated Statistics

We may compile aggregated or de-identified statistics or reports based on Your Materials ("Aggregated Statistics"). Aggregated Statistics are anonymized and cannot be used to identify you. We may use Aggregated Statistics for any purpose.

4. Confidentiality

4.1 Confidentiality Obligations

Each party agrees that: (a) it will use the Confidential Information of the other party only in connection with exercising its rights and performing its obligations under this Agreement; and (b) it will protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care), and will not disclose such Confidential Information to any third party except (i) to its employees and contractors that have a need to know for purposes of this Agreement, and that have been advised of and agreed in writing to maintain confidentiality obligations consistent with those herein, and (ii) as required by law.

4.2 Compelled Disclosure

If either party is compelled by law to disclose Confidential Information of the other party, it will provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the other party wishes to contest the disclosure.

5. Proprietary Rights

5.1 Your Materials

As between the parties, you own all rights, title and interest in and to Your Materials. Subject to the terms of this Agreement, you grant us a limited, non-exclusive, worldwide license to access, use, process, copy, distribute, perform, export, and display Your Materials only as reasonably necessary to (a) provide, maintain and update the Plutou Products; (b) prevent or address technical or security issues and resolve support requests; (c) comply with the law or respond to legal process; and (d) as expressly permitted in writing by you.

5.2 Plutou Products

Plutou and its licensors own and reserve all rights, title and interest in and to the Plutou Products, including all modifications and improvements thereto, and all intellectual property rights therein. No rights are granted to you other than as expressly set forth herein.

5.3 Feedback

You may from time to time provide suggestions, comments, or other feedback to Plutou with respect to the Plutou Products ("Feedback"). Feedback is voluntary and Plutou is not required to hold it in confidence. Plutou may use Feedback for any purpose without obligation of any kind.

6. Fees and Payment

6.1 Fees

You will pay Plutou fees in accordance with the applicable Order Form. All fees are non-refundable except as set forth in Section 10.2 below.

6.2 Payment

Unless otherwise set forth in an Order Form, Plutou will invoice you and you will pay all fees within thirty (30) days of the date of invoice. Except as otherwise specified herein, (a) fees are based on the Plutou Products purchased and not actual usage; (b) payment obligations are non-cancelable and fees paid are non-refundable; and (c) the number of Authorized Users, Containers, and other quantities purchased cannot be decreased during the relevant subscription term.

6.3 Taxes

Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If Plutou has the legal obligation to pay or collect Taxes for which you are responsible, Plutou will invoice you and you will pay that amount unless you provide Plutou with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.4 Overdue Charges

If any invoiced amount is not received by Plutou by the due date, then without limiting Plutou's rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

6.5 Suspension

If any charge owing by you is thirty (30) or more days overdue, Plutou may, without limiting its other rights and remedies, suspend your access to the Plutou Products until such amounts are paid in full.

7. Warranties and Disclaimers

7.1 Limited Warranty

Plutou warrants that during the applicable subscription term, the Plutou Products will perform materially in accordance with the applicable documentation. This warranty will not apply to any issues (a) caused by factors outside of Plutou's reasonable control; (b) that result from your or your Authorized Users' equipment or third-party equipment; or (c) that result from any actions or inactions of you or any third parties.

7.2 Exclusive Remedy

For any breach of the above warranty, your exclusive remedy and Plutou's entire liability will be correction of the deficient Plutou Products so that they operate in substantial accordance with the applicable documentation. If Plutou is unable to restore such functionality, you will be entitled to terminate the applicable Order Form and receive a pro-rata refund of any prepaid fees for the remainder of the then-current subscription term.

7.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PLUTOU NOR ITS LICENSORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, TITLE, AND NON-INFRINGEMENT. PLUTOU DOES NOT WARRANT THAT YOUR USE OF THE PLUTOU PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES PLUTOU WARRANT THAT IT WILL REVIEW YOUR MATERIALS FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN YOUR MATERIALS WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE PLUTOU PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR MATERIALS OVER NETWORKS THAT PLUTOU DOES NOT OWN, OPERATE OR CONTROL, AND PLUTOU IS NOT RESPONSIBLE FOR ANY OF YOUR MATERIALS LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. PLUTOU CANNOT GUARANTEE THAT ITS SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR MATERIALS WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT PLUTOU'S SECURITY MEASURES OR THOSE OF PLUTOU'S THIRD-PARTY SERVICE PROVIDERS. THE DISCLAIMER SET FORTH IN THIS SECTION 7.3 WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. Indemnification

You agree to indemnify, defend and hold Plutou and its officers, directors, employees, agents, successors and assigns harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to: (a) your use or misuse of the Plutou Products; (b) your breach of this Agreement; (c) Your Materials; or (d) your violation of any third-party right, including any intellectual property right or privacy right. Plutou reserves the right, at your expense, to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Plutou's defense of such matter.

9. Limitation of Liability

9.1 Limitation

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL PLUTOU BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

9.2 State Variations

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, PLUTOU'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Termination

10.1 Term

The term of this Agreement will commence on the sooner of (a) when you first receive access to the Plutou Products and (b) the effective date of the first Order Form executed by you, and will continue until terminated as set forth below. The initial term of each Order Form will begin on the "Subscription Start Date" of such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

10.2 Termination

Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party's liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

10.3 Data Retrieval

Upon your written request made on or prior to expiration or termination of the applicable Order Form, Plutou will give you limited access to the Plutou Products for a period of up to thirty (30) days after such expiration or termination, at no additional cost, solely for purposes of retrieving Your Materials. However, subject to the foregoing retrieval period and Plutou's legal obligations, while Plutou may retain Your Materials as permitted herein, Plutou has no obligation to maintain or provide Your Materials.

10.4 Survival

Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to proprietary rights and confidentiality, license restrictions, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below. Except as otherwise provided herein, upon expiration or termination of this Agreement, each party will return or destroy, at the other party's option, any Confidential Information of such party in the other party's possession or control.

11. General

11.1 Publicity

You agree that Plutou may refer to your name and trademarks in Plutou's marketing materials and website; however, Plutou will not use your name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without your prior written consent (which may be by email).

11.2 Assignment; Delegation

Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

11.3 Relationship

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

11.4 Unenforceability

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

11.5 Governing Law

This Agreement will be governed by the laws of the State of Texas, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

11.6 Notices

Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to you may be sent to the address listed on the applicable Order Form or email address provided by you when you create your account for the Plutou Products. Notices to Plutou must be sent to:

Plutou Inc.
1606 Headway Cir STE 19091
Austin, TX 78754
Attn: Legal

11.7 Entire Agreement

This Agreement comprises the entire agreement between you and Plutou with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Plutou, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

11.8 Force Majeure

Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

11.9 Government Terms

Plutou provides the Plutou Products, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If you are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Plutou Products, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Plutou Products were developed fully at private expense.