Plutou | Terms of Service

Last Revised: August 12th, 2025

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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.

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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.

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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.
    1. 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.

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“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.

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“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.

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“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.

  1. Plutou Products.
    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. 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.
    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.
    4. BETA PRODUCTS.  PLUTOU MAY OFFER CERTAIN PRODUCTS OR SERVICES AT NO CHARGE, INCLUDING FREE ACCOUNTS, TRIAL USE AND PRE-RELEASE, ALPHA OR BETA VERSIONS OR FEATURES (COLLECTIVELY, “BETA PRODUCTS”).  YOUR USE OF BETA PRODUCTS IS SUBJECT TO ANY ADDITIONAL TERMS THAT PLUTOU MAY SPECIFY.  EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION, THESE TERMS APPLY TO BETA PRODUCTS.  PLUTOU MAY MODIFY OR TERMINATE YOUR RIGHT TO USE BETA PRODUCTS AT ANY TIME.  NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLUTOU DISCLAIMS ALL OBLIGATIONS, WARRANTIES AND LIABILITIES WITH RESPECT TO BETA PRODUCTS, AND PLUTOU’S MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF BETA PRODUCTS WILL BE ONE HUNDRED ($100) U.S. DOLLARS.
    5. Third-Party Services.  The Plutou Products may contain certain features, functionalities, and add-ons that integrate, interoperate, or connect you with certain products, services, sites, technology, grants, information and resources that are provided or otherwise made available by third parties (collectively, “Third-Party Services”).  All use of Third-Party Services is subject to the applicable terms of the provider of such Third-Party Services.  Plutou is not responsible for any Third-Party Service, including for the availability or reliability of a Third-Party Service, or the accuracy or completeness of any information, insights, and/or output shared by or made available through such Third-Party Service, or the privacy practices of the provider of such Third-Party Service.
  1. Fees.
    1. Fees. You will pay Plutou the fees set forth in the applicable Order Form.  You will pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice, unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified.  Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.  Plutou reserves the right to change its fees upon each renewal term.
    2. Subscription Fee Adjustments. Customer acknowledges and agrees that Plutou may review the actual number of Containers associated with Customer’s account at any time and adjust the Number of Containers set forth above accordingly, which may result in an increase to the Subscription Fee. Any such adjustments to the Subscription Fee will apply to the next applicable invoice. Customer agrees to provide all information and documentation reasonably requested by Plutou in connection with this review and represents and warrants that all such information and documentation will accurately reflect the number of Containers associated with Customer’s account for the applicable period.
    3. Late Payment.  Plutou may suspend access to the Plutou Products immediately upon notice if you fail to pay any amounts hereunder at least fifteen (15) days past the applicable due date.  If Plutou has not received payment within fifteen (15) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Plutou.
    4. Taxes.  All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”).  You will be solely responsible for payment of all Taxes, except for those taxes based on the income of Plutou.  You will not withhold any taxes from any amounts due to Plutou.
  2. Proprietary Rights.
    1. Proprietary Rights.  As between the parties, Plutou exclusively owns all right, title and interest in and to the Plutou Products, Usage Data (as defined below) and Plutou’s Confidential Information, and you exclusively own all right, title and interest in and to the Your Materials, output produced specifically for you via your the use of the Plutou Products (which will constitute Your Materials for purposes hereof) and your Confidential Information.  
    2. Feedback.  You may from time to time provide Plutou suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Plutou Products.  Plutou will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality.  Plutou will have the full, unencumbered right, without any obligation to compensate or reimburse you, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.  
    3. License to Your Materials.  By uploading Your Materials on or through the Plutou Products, you hereby grant Plutou a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Materials in connection with the Plutou Products.  You further agree that, notwithstanding anything herein, Plutou is hereby granted the right to aggregate, modify, collect, retain and analyze Your Materials and other information relating to the performance of the Plutou Products and will be free (during and after the term hereof) to (a) use such data and other information to provide and improve Plutou’s and its affiliates’ products and services (including through training and fine-tuning AI models and algorithms), and (b) disclose such data and other information solely in an aggregated or de-identified format that does not identify you or any individual.
    4. Usage Data. You further agree that Plutou has the right to aggregate, collect and analyze Usage Data and shall be free (during and after the term hereof) to (a) use Usage Data to improve Plutou’s products and services, and (b) disclose Usage Data solely in an aggregated or de-identified format that does not identify you or any individual.  “Usage Data” means data collected by Plutou regarding the Plutou Products that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Plutou Products.  
  1. Confidentiality; Restrictions.
    1. Confidentiality.  Each receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with the provisions of this Agreement and it will not disclose the same to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder.  However, the receiving party may disclose such Confidential Information (a) to its employees and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).  Neither party will disclose the terms of any Order Forms to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.
    2. Technology Restrictions.  You will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Plutou Products; (b) attempt to probe, scan or test the vulnerability of the Plutou Products, breach the security or authentication measures of the Plutou Products without proper authorization or wilfully render any part of the Plutou Products unusable; (c) use or access the Plutou Products to develop a product or service that is competitive with Plutou’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Plutou Products or otherwise offer the Plutou Products on a standalone basis; or (e) otherwise use the Plutou Products in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.
    3. Injunctive Relief.  In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
  2. Representations and Warranties.

You represent and warrant to Plutou that (a) you have full power and authority to enter into this Agreement; (b) you own all Your Materials or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Plutou to perform its obligations) in connection with the Plutou Products without obtaining any further releases or consents; (c) Your Materials and other activities in connection with the Plutou Products, and Plutou’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor do Your Materials contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (d) you are (or the individual accepting this Agreement on your behalf) is eighteen (18) years of age or older.

  1. Disclaimer of Warranties.

YOUR USE OF THE PLUTOU PRODUCTS IS AT YOUR SOLE RISK.  THE PLUTOU PRODUCTS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  PLUTOU AND PLUTOU AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SERVICE PROVIDERS, LICENSORS, AND AGENTS (COLLECTIVELY WITH THE PLUTOU AFFILIATES, THE “PLUTOU PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  THE PLUTOU PARTIES MAKE NO WARRANTY THAT (A) THE PLUTOU PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) THE PLUTOU PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLUTOU PRODUCTS WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, PLUTOU IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY SERVICES AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF.

  1. Indemnification.

You shall defend, indemnify, and hold harmless Plutou from and against any claims, actions or demands, including reasonable legal and accounting fees, arising or resulting from any of Your Materials, your breach of any of this Agreement, or your other access, contribution to, use or misuse of the Plutou Products.  Plutou shall provide notice to you of any such claim, suit or demand.  Plutou reserves the right 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.

  1. Limitation of Liability.
    1. 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.
    2. 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.
  2. Termination.
    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.
    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.
    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. 
    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. 
  1. General.
    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).
    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.
    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.
    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.
    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.
    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.
    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.
    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.
    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.