Terms of Service
ACCEPTANCE OF THIS AGREEMENT IS REQUIRED AS A CONDITION TO PROCEEDING WITH ACCESS TO AND USE OF THE EARTHMOVER PLATFORM AND SOFTWARE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE EARTHMOVER PLATFORM AND SOFTWARE.
PART I: EARTHMOVER PLATFORM TERMS
Last updated: January 20, 2026
1 - RIGHT TO USE EARTHMOVER PLATFORM
1.1 - Earthmover Service Platform
Earthmover will make its Software-as-a-Service platform (the "Earthmover Platform") available to you pursuant to this Agreement ("Agreement"). Subject to the terms and conditions of this Agreement, Earthmover hereby grants you the limited, nonexclusive, non-transferable (except as expressly set forth herein), non-sublicensable right to access and use the Earthmover Platform during the term of this Agreement. The foregoing license includes the right to access and use the application programming interface ("API") made available as part of the Earthmover Platform within your products and services that use Earthmover functionality or data ("Your Products").
1.2 - Earthmover Software
Certain downloadable software components will be provided by Earthmover for your use (the "Earthmover Software"). Subject to the terms and conditions of this Agreement, Earthmover hereby grants you the limited, nonexclusive, non-transferable (except as expressly set forth herein), non-sublicensable right and license to install, copy and use the Earthmover Software for the purpose of your use of the Earthmover Platform. With respect to any Earthmover Software identified as a software development kit or redistributable software, Earthmover further hereby grants you the limited, nonexclusive, non-transferable (except as expressly set forth herein), non-sublicensable right and license to distribute and incorporate such Earthmover Software as part of Your Products.
1.3 - Limitations
The following limitations and restrictions will apply to the Earthmover Platform and Earthmover Software, where stated:
a. You will not provide or transfer your access to the Earthmover Platform to any other person. For clarity, the foregoing restriction does not limit your ability to make available Your Products that access the Earthmover Platform through the API in compliance with this Agreement.
b. Except as expressly permitted hereunder you will not and will not permit or authorize any third party to:
- (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Earthmover Platform or Earthmover Software;
- (ii) modify, translate or create derivative works based on the Earthmover Platform or Earthmover Software;
- (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Earthmover Platform or Earthmover Software; (iv) use the Earthmover Platform or Earthmover Software for time sharing or service bureau purposes or otherwise for the benefit of a third party;
- (v) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to the Earthmover Platform or Earthmover Software or related systems, hardware or networks or any content or technology incorporated in any of the foregoing;
- (vi) remove or obscure any proprietary notices or labels of Earthmover or its suppliers on the Earthmover Platform or Earthmover Software;
- (vii) access or use the Earthmover Platform or Earthmover Software to develop or provide a competitive product or service; or
- (viii) use the Earthmover Platform or Earthmover Software to collect, store, process or transmit any personally identifiable information or personal health information.
2 - OWNERSHIP; RESERVATION OF RIGHTS
2.1 - Your Data
a. You own the data that you provide or make available for processing by the Earthmover Platform and Earthmover Software ("Your Data").
b. You hereby grant to Earthmover a non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable, right and license, during the term of this Agreement, to copy, distribute, display and create derivative works of and use Your Data to perform Earthmover's obligations under this Agreement.
c. You also hereby grant to Earthmover a non-exclusive, world-wide, royalty-free, fully paid up right and license, during the term of this Agreement, to derive analytical and statistical data (e.g., types and amounts of data) from Your Data ("Statistical Data"). Further, you acknowledges that Earthmover may collect data relating to your use of and interaction with the Earthmover Platform and Earthmover Software ("Usage Data"). Statistical Data and Usage Data are not Your Data and will not incorporate the contents of any Your Data. Statistical Data and Usage Data will be owned by Earthmover.
d. You reserve any and all right, title and interest in and to Your Data other than the licenses expressly granted to Earthmover under this Agreement.
2.2 - Earthmover Platform and Software Ownership; Reservation of Rights
You acknowledge and agree that, as between the parties, Earthmover retains all rights, title and interest in and to the Earthmover Platform and Earthmover Software, all copies or parts thereof (by whomever produced) and all intellectual property rights therein. Earthmover grants no, and reserves any and all, rights other than the rights expressly granted to you under this Agreement with respect to the Earthmover Platform and Earthmover Software.
2.3 - Feedback
You may from time to time provide suggestions, comments for enhancements or functionality or other feedback ("Feedback") to Earthmover with respect to the Earthmover Platform or Earthmover Software. You hereby grants Earthmover a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback in whole or in part; and (b) use the Feedback in whole or in part, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback in whole or in part. For clarity, Your Data is not Feedback.
2.4 - Your Responsibilities
You will (a) use commercially reasonable efforts to prevent unauthorized access to or use of the Earthmover Platform and Earthmover Software and notify Earthmover promptly of any such unauthorized access or use, and (b) use the Earthmover Platform and Earthmover Software only in accordance with its documentation and applicable laws and regulations.
2.5 - Earthmover Responsibilities
Earthmover will implement and maintain reasonable administrative, physical and technical safeguards which attempt to prevent any collection, use or disclosure of, or access to Your Data that this Agreement does not expressly authorize.
3 - TERM, TERMINATION
3.1 - Term
The term of this Agreement will commence on the date of your signature and continue for one (1) year, unless earlier terminated as set forth herein.
3.2 - Termination
Either party may terminate this Agreement for any reason upon written notice by email to the other party. You acknowledge that Earthmover may discontinue the service, or your access to it, at any time.
3.3 - Effect of Termination
Upon any termination or expiration of this Agreement for any reason, Earthmover will delete any of Your Data stored or otherwise archived on the Earthmover Platform or on Earthmover's network (for clarity, subject to Earthmover's rights to retain and use Statistical Data and Usage Data under Section 2.1(c)), unless you enter into a new agreement with Earthmover to use the Earthmover Platform. Except as expressly stated herein, upon any expiration or termination of the Agreement, all rights granted hereunder and all obligations of Earthmover to provide the Earthmover Platform and Earthmover Software will immediately terminate and you will (i) cease use of the Earthmover Platform and Earthmover Software; and (ii) return or destroy all other copies or other embodiments of Earthmover's Confidential Information.
3.4 - Survival
Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 2.2 (Earthmover Platform and Software Ownership; Reservation of Rights), 2.3 (Feedback), 3.3 (Effect of Termination), 4 (Confidentiality), 5 (Disclaimer), 6 (Limitations of Liability; Indemnification), and 7 (General) will survive.
4 - CONFIDENTIALITY
As used herein, "Confidential Information" means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by either party (the "Disclosing Party") that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the "Receiving Party"); provided, however, that a Disclosing Party's business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. Earthmover's Confidential Information includes, without limitation, the Earthmover Platform, Earthmover Software and the terms of this Agreement. Your Confidential Information includes, without limitation, Your Data (subject to the rights expressly granted to Earthmover herein). Information will not be deemed "Confidential Information" if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party and without an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party. Each party acknowledges that the Confidential Information constitutes valuable trade secrets and proprietary information of a party, and each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder. Each party will use reasonable measures to protect the confidentiality and value of the other party's Confidential Information. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. 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. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement. Upon the termination of this Agreement, each Receiving Party agrees to promptly return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in the possession of the Receiving Party and to certify the return or destruction of all such Confidential Information and embodiments thereof.
5 - DISCLAIMER
YOU ACKNOWLEDGE AND AGREE THAT THE EARTHMOVER PLATFORM AND EARTHMOVER SOFTWARE ARE IN BETA AND ARE PROVIDED ON AN "AS-IS" BASIS AND EARTHMOVER DISCLAIMS ANY AND ALL WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. NEITHER PARTY WARRANTS AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY OR AGAINST INFRINGEMENT. NEITHER PARTY WARRANTS THAT THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY ARE ERROR-FREE OR THAT OPERATION OF SUCH PARTY'S PRODUCTS OR SERVICES WILL BE SECURE OR UNINTERRUPTED. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.
6 - LIMITATIONS OF LIABILITY; INDEMNIFICATION
6.1 - Disclaimer of Consequential Damages
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL EARTHMOVER BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND HEREUNDER, INCLUDING ANY DIRECT, SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF EARTHMOVER HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF. TO THE EXTENT THE FOREGOING IS INEFFECTIVE UNDER APPLICABLE LAW, EARTHMOVER'S MAXIMUM AGGREGATE LIABILITY HEREUNDER WILL BE ONE HUNDRED DOLLARS ($100). EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT EARTHMOVER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH PROVISIONS.
6.2 - Indemnification
You will indemnify, defend and hold Earthmover and the officers, directors, agents, and employees of Earthmover ("Earthmover Parties") harmless from Liabilities that are payable to any third party or incurred by the Earthmover Parties (including reasonable attorneys' fees) arising from, directly or indirectly, any claim, demand or allegation by a third party arising from or related to (a) any use or disclosure by you of the Earthmover Platform or Earthmover Software in violation of this Agreement or (b) any claim that Earthmover does not have the right to use Your Data as permitted by this Agreement.
7 - GENERAL
You may not provide access to the Earthmover Platform or Earthmover Software to any person or entity that is (a) identified on the Specially Designated Nationals List or Foreign Sanctions Evaders List of the Office of Foreign Assets Control, U.S. Department of the Treasury, as amended from time to time; (b) located in Cuba, Iran, North Korea, Sudan, Syria, or any other country that is subject to U.S. economic sanctions prohibiting such access; or (c) otherwise unauthorized to have such access under any law or regulation of the United States or any non-U.S. authority of competent jurisdiction. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. You may not assign this Agreement without Earthmover's prior written consent. Any assignment or attempted assignment by either party otherwise than in accordance with this Section 7 will be null and void. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. You acknowledge that any unauthorized use of the Earthmover Platform or Earthmover Software will cause irreparable harm and injury to Earthmover for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, you further agree that Earthmover will be entitled to injunctive relief in the event you use the Earthmover Platform or Earthmover Software in violation of the limited license granted herein or use the Earthmover Platform or Earthmover Software in any way not expressly permitted by this Agreement. Each party agrees that it will not, without prior written consent of the other, issue a press release regarding their business relationship. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters. This Agreement will be governed by the laws of Delaware without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in Delaware and waives any jurisdictional, venue, or inconvenient forum objections to such courts.
PART II: EARTHMOVER MARKETPLACE TERMS AND CONDITIONS
Earthmover PBC
Last updated: May 18, 2026
1 - INTRODUCTION
1.1 - Purpose
These Marketplace Terms and Conditions ("Marketplace Terms") are entered into by and between Earthmover PBC ("Earthmover") and the entity or person agreeing to these terms as noted on the signature page of these Marketplace Terms ("Customer") and govern Customer's access to and use of the Earthmover Marketplace ("Marketplace") as a Data Provider and/or Data Consumer, as applicable.
1.2 - Relationship to Platform Terms
These Marketplace Terms are a separate agreement from any terms governing Customer's access to the Earthmover Platform, whether in the form of Earthmover's standard Terms of Service or a separately negotiated enterprise agreement (in either case, the "Platform Terms"). A Customer may be subject to both agreements or solely to these Marketplace Terms. These Marketplace Terms are fully operative on their own regardless of whether Customer has entered into the Platform Terms. If Customer has an active Platform Terms agreement with Earthmover, the Platform Terms govern in the event of a conflict with these Marketplace Terms, except where these Marketplace Terms expressly state otherwise. Customers not subject to the Platform Terms have no rights or obligations under the Platform Terms by virtue of these Marketplace Terms alone.
1.3 - Acceptance
By accessing the Marketplace, or signing these Marketplace Terms, Customer agrees to be bound by them. The individual accepting on behalf of Customer represents they have authority to do so. Enterprise customers may negotiate modifications by separate written agreement signed by authorized representatives of both parties; that signed agreement controls to the extent it conflicts with these Marketplace Terms.
1.4 - Updates
Earthmover may update these Marketplace Terms from time to time. Updated versions will be provided to Customer directly and become effective thirty (30) days after delivery, except that changes required by law are effective immediately. Continued use of the Marketplace after the effective date constitutes acceptance of the updated terms.
1.5 - Use of Platform
Where Customer also subscribes to the Earthmover Platform, Customer's use of the Platform is governed by the Platform Terms. Where Customer accesses the Marketplace without a Platform subscription, Customer's rights are limited to those provided in these Marketplace Terms.
2 - THE MARKETPLACE
2.1 - Provision of Marketplace
The Marketplace enables Customers to offer, license, and sell Products as Data Providers and to discover, access, and purchase Products as Data Consumers. Earthmover makes the Marketplace available solely in accordance with these Marketplace Terms, the Marketplace Policies (as defined below), and the Documentation (https://docs.earthmover.io/marketplace/). Availability of a third-party Product in the Marketplace does not constitute Earthmover's endorsement of such Product or affiliation with its Data Provider.
2.2 - Product Types and Licensing
The Marketplace may include datasets, software, data models, and services offered by Data Providers. Each Product is subject to Listing Terms established by the applicable Data Provider, which may take the form of commercial license terms (for paid Products), Creative Commons license terms (available at https://creativecommons.org/licenses/) selected by the Data Provider, or other open-source or permissive license terms. Data Consumers are responsible for reviewing and complying with applicable Listing Terms. Earthmover is not a party to any Listing Terms between Data Providers and Data Consumers, except where Earthmover is the applicable Data Provider.
2.3 - Hosting
Products may be hosted by Earthmover on behalf of Data Providers, or by Data Providers or third parties externally. The applicable arrangement is described in the Listing Information. For Earthmover-hosted Products, any applicable data storage and compute terms are set forth in the Platform Terms (if applicable) or applicable order documentation. Earthmover makes no representations regarding availability, performance, or security of externally hosted Products.
2.4 - Marketplace Policies; Reviews
Earthmover may publish and update policies governing the Marketplace, including acceptable use policies and content standards ("Marketplace Policies"), which are incorporated herein by reference. All Customers must comply with the Marketplace Policies. Earthmover may, but is not obligated to, review Products and Listing Information for compliance. Earthmover has no liability for actions taken or not taken based on any such review, and Customers may not rely on any Earthmover review as a warranty or certification.
2.5 - Customer Responsibilities
Customers are responsible for maintaining the security and confidentiality of their account credentials, promptly reporting suspected security incidents to Earthmover, configuring appropriate access controls, and implementing available security measures including multi-factor authentication.
3 - USE AS A DATA CONSUMER
3.1 - Data Provider Responsibility
Data Providers are solely responsible and liable for their Products and Listing Information. Except with respect to Earthmover Products, Earthmover makes no representations regarding the completeness, accuracy, reliability, validity, availability, security, fitness for purpose, or legal compliance of any Product. The Data Provider, not Earthmover, is responsible for addressing all claims relating to Provider Materials, including intellectual property claims, infringement claims, consumer protection claims, and claims arising from the Data Provider's collection or use of data (collectively, "Provider Materials Claims").
3.2 - Product Evaluation and Listing Terms
Customer is solely responsible for evaluating whether Products meet its requirements. Prior to accessing or using any Product whose Listing Terms require prior acceptance, Customer shall accept those Listing Terms. Acceptance by Customer's authorized users is binding on Customer. Except where Earthmover is the applicable Data Provider, Earthmover is not a party to any Listing Terms and disclaims all responsibility arising from them. Unless Listing Terms expressly state otherwise, Customer may not modify, create derivative works of, reverse engineer, resell, sublicense, or transfer any Product, or circumvent any technical controls applied to it.
3.3 - Payments
Customer is solely responsible for payment of the Product Cost for Products it purchases. Product Invoices will be issued by Earthmover on the Data Provider's behalf. Customer will pay the applicable Product Cost within the period specified in the Product Invoice. Late payments accrue interest at 1.5% per month (or the maximum permitted by law, if lower). Payment obligations are non-cancellable and, except as expressly provided in the applicable Listing Terms, non-refundable. Product Costs exclude Taxes, for which Customer is solely responsible, except to the extent Earthmover is required by law to collect and remit them.
3.4 - Support and Availability
The Data Provider is solely responsible for supporting its Products. All support inquiries and complaints should be directed to the applicable Data Provider. Earthmover may, in its discretion, assist in resolving disputes but is not obligated to do so. Data Providers may stop offering their Products at any time subject to the retirement obligations in Section 4.7. Neither Earthmover nor any Data Provider will have liability to Customer for discontinuation of a Product except as expressly provided in the applicable Listing Terms.
3.5 - Information Shared with Data Providers
Earthmover may share Customer account information and usage data relating to Customer's access and use of a Product ("Consumer Usage Data") with the applicable Data Provider, as described in the Documentation and Earthmover's Privacy Policy (https://www.earthmover.io/privacy-policy). Consumer Usage Data does not include Personal Data beyond basic account identification information such as organization and user contact details.
3.6 - Data Processing
To the extent that Earthmover processes Personal Data on Customer's behalf in connection with the Marketplace, and where required by applicable data protection law (including the GDPR and CCPA), the parties may enter into a Data Processing Addendum ("DPA") upon Customer's written request to support@earthmover.io. These Marketplace Terms do not limit either party's obligations under applicable data protection law.
3.7 - Compliance with Law
Customer represents and warrants that it will comply with all applicable laws in connection with its use of the Marketplace as a Data Consumer, including all laws applicable to its access and use of Products.
4 - USE AS A DATA PROVIDER
4.1 - Provider Materials
Customer is solely responsible for all Provider Materials, including their accuracy, quality, completeness, legality, and compliance with these Marketplace Terms and the Marketplace Policies. Unless Earthmover is acting as a Data Provider, Earthmover bears no responsibility or liability for Provider Materials. Customer represents and warrants that it has all necessary rights, licenses, consents, and permissions to offer its Provider Materials in the Marketplace, and that the Provider Materials do not infringe, misappropriate, or violate any third-party rights or applicable law. Customer will promptly investigate, defend, settle, and resolve all Provider Materials Claims at its sole cost.
4.2 - Listing Information and Listing Terms
Customer is responsible for providing accurate and complete Listing Information for each Product, including description, applicable license terms, Product Cost (if any), hosting arrangement, and data format. Customer's Listing Terms must, at a minimum: (a) clarify that the agreement is solely between Customer and the Data Consumer, not Earthmover; (b) confirm that Customer is solely responsible for the Product and its obligations under the Listing Terms; and (c) address any applicable data processing terms if the Product involves processing of personal data.
4.3 - License Compatibility
Customer is solely responsible for selecting a license appropriate for the intended use case and compatible with the rights Customer holds in the underlying data or software. Earthmover bears no responsibility for any mismatch between a selected license and a Data Consumer's intended use. Customer will update Listing Information promptly if applicable license terms change.
4.4 - Support and Compliance
Customer is solely responsible for all support, maintenance, and communications with Data Consumers regarding its Products, and for providing and maintaining accurate contact information in the Listing Information. Customer represents and warrants that it will comply with all applicable laws in connection with its use of the Marketplace as a Data Provider, including laws applicable to the collection, use, licensing, and distribution of data in its Products.
4.5 - Consumer Use; No Sensitive Personal Data
Earthmover asserts no control over or responsibility for how Data Consumers use Provider Materials. Customer's recourse for misuse is against the applicable Data Consumer under the applicable Listing Terms. Customer may not include Sensitive Personal Data in any Provider Materials offered through the Marketplace and represents and warrants that its Provider Materials do not contain Sensitive Personal Data unless expressly authorized in writing by Earthmover.
4.6 - Security; Third-Party Notices; Export Controls
Customer must promptly notify Earthmover at support@earthmover.io of any known or suspected security breach or exploitable vulnerability related to its Provider Materials. Customer will promptly handle all takedown requests and infringement notices relating to its Provider Materials and notify Earthmover of such requests. Customer will comply with all applicable export control laws and represents and warrants that it is not listed on any government restricted party list and will not offer Provider Materials in violation of any applicable embargo or restriction.
4.7 - Listing Retirement
If Customer intends to discontinue offering a Product, Customer will provide Data Consumers with at least sixty (60) days' prior written notice ("Retirement Notice Period") and will continue making the Product available during that period, unless Earthmover terminates or suspends the listing for cause or applicable law requires earlier removal.
4.8 - Revenue Share
To the extent Customer uses Earthmover's Marketplace monetization features to offer paid Products, Customer's receipt of revenue from Transactions is subject to the then-current Earthmover Marketplace Revenue Share Agreement, which is incorporated herein by reference and will be provided to Customer separately. Earthmover will act as limited payment collection agent on behalf of Data Providers solely for purposes of facilitating collection and remittance of Product Costs.
4.9 - Confidentiality of Listing Terms
The commercial terms of any Transaction, including Product Cost and any negotiated pricing terms, are confidential as between the Data Provider and the applicable Data Consumer. Neither party to a Transaction will disclose those commercial terms to any third party without the other party's prior written consent, except as required by law or to enforce the Listing Terms. This obligation does not apply to information that is publicly available in the Listing Information.
4.10 - Application to Earthmover
For Earthmover's obligations when Earthmover is acting as a Data Provider with respect to Earthmover Products, see Section 5.1.
5 - EARTHMOVER AS DATA PROVIDER
5.1 - Earthmover Products
Earthmover may offer its own Products in the Marketplace as a Data Provider ("Earthmover Products"). When Earthmover offers Earthmover Products as a Data Provider, Earthmover is bound by the substantive obligations set forth in Section 4 (Use as a Data Provider) with respect to those Earthmover Products. The representations, warranties, indemnities, and notification obligations in Section 4 that would otherwise run from Customer to Earthmover instead run from Earthmover to the applicable Data Consumer, except that the warranty in this Section 5.1 governs in lieu of any disclaimer in Section 4 with respect to Earthmover Products. In the event of a conflict between these Marketplace Terms and any Listing Terms applicable to Earthmover Products, the Listing Terms take precedence solely with respect to those Products. Earthmover warrants that each Earthmover Product will perform in material conformance with its applicable Documentation during the subscription or license term, except for previews, beta features, and Customer Configurations.
5.2 - Customer Configurations; External Services
Customer is solely responsible for any configurations or customizations it applies to Earthmover Products ("Customer Configurations"), including their accuracy, content, and legal compliance, and for evaluating whether Customer Configurations or default configurations meet Customer's requirements. Customer may use third-party products or services in connection with Earthmover Products ("External Services"), which are not part of the Marketplace or Platform. Earthmover has no obligations or liability with respect to External Services or data transmitted to or from them.
6 - INTELLECTUAL PROPERTY
6.1 - Earthmover Rights
All right, title, and interest in and to the Marketplace, its underlying technology, and related documentation belong to Earthmover or its licensors. No intellectual property rights are granted to Customer except as expressly set forth in these Marketplace Terms. Earthmover may freely use feedback or suggestions provided by Customer to improve its products and services.
6.2 - Data Provider License Grant
If Customer is a Data Provider, Customer grants Earthmover a non-exclusive, worldwide, royalty-free license to: (a) reproduce, display, and distribute Listing Information and Provider Profile through the Marketplace and Earthmover's marketing channels; and (b) host, cache, and transmit Provider Materials as necessary to make them available to Data Consumers under the applicable Listing Terms. This license terminates upon removal of the applicable Product from the Marketplace, subject to Section 4.7. Customer retains all right, title, and interest in and to its Provider Materials and Listing Information.
6.3 - Content Moderation; Usage Data
Earthmover may modify, restrict, or remove Listing Information or Provider Materials, or limit, suspend, or terminate a Data Provider's access to the Marketplace, if Earthmover determines that Provider Materials violate these Marketplace Terms or Marketplace Policies, create legal, regulatory, security, or reputational risks, are subject to a valid takedown order, or are otherwise unlawful. Earthmover has no obligation to monitor Provider Materials. Data Providers may appeal decisions by contacting support@earthmover.io. Earthmover may also collect and use anonymized and aggregated usage data to improve and operate its products and services.
7 - TERM AND TERMINATION
7.1 - Term; Termination for Convenience
These Marketplace Terms commence on the date Customer first accepts them and continue until terminated. Customer may cease use of the Marketplace at any time; provided that cessation of use does not release Customer from any Listing Terms already in effect, which will continue to bind Customer until their natural expiration or earlier termination in accordance with their terms. Earthmover may terminate these Marketplace Terms for convenience upon ninety (90) days' prior written notice to Customer.
7.2 - Termination for Cause
Earthmover may terminate these Marketplace Terms immediately, or suspend Customer's access, if: (a) Customer breaches any material provision and fails to cure within thirty (30) days after notice (or immediately if the breach is incapable of cure or creates imminent risk of harm); (b) Customer violates applicable law; or (c) Customer creates material legal, regulatory, security, or reputational risk for Earthmover. Customer may terminate immediately if Earthmover materially breaches these Marketplace Terms and fails to cure within thirty (30) days after written notice.
7.3 - Effect of Termination; Survival
Upon termination, Customer's access to the Marketplace will be disabled and Customer will cease all use. Termination does not entitle Customer to any refund and does not affect obligations that accrued prior to termination. The following provisions survive termination: Sections 3.1, 3.3, 3.5, 3.7, 4.1, 4.5, 4.6, 4.8, 4.9, 5.1, 6.1, 6.3 (usage data), 7, 8, 9, 10, 11, and 12. Where a surviving provision specifies its own survival period, that period controls.
8 - INDEMNIFICATION
8.1 - Indemnification by Earthmover
Earthmover will defend Customer against any third-party claim, action, or proceeding alleging that the Marketplace itself (excluding Provider Materials and Customer Configurations), when used in accordance with these Marketplace Terms and the Documentation, infringes such third party's intellectual property rights, and will indemnify Customer for damages and costs finally awarded or agreed in settlement (including reasonable attorneys' fees). This obligation does not apply to claims arising from: (a) Customer's gross negligence or willful misconduct; (b) modifications to the Marketplace not made by Earthmover; (c) use of Provider Materials or Customer Configurations; or (d) combination, operation, or use of the Marketplace with any other software, data, services, or materials not provided by Earthmover where the claim would not have arisen but for such combination.
8.2 - Indemnification by Customer
Customer will defend and indemnify Earthmover and its affiliates, officers, directors, employees, and agents against any third-party claim, action, or proceeding (including any claim, action, investigation, or enforcement proceeding brought by a governmental or regulatory authority) arising from or relating to: (a) where Customer is a Data Provider, Customer's Provider Materials, Listing Terms, or obligations to Data Consumers; (b) where Customer is a Data Consumer, Customer's use of Provider Materials in violation of applicable Listing Terms or applicable law; (c) Customer's breach of these Marketplace Terms or the Marketplace Policies; (d) Customer's infringement, misappropriation, or violation of any third-party intellectual property, contractual, or proprietary rights; (e) Customer's collection, use, disclosure, transfer, or security of any data, including any Personal Data and any violation of applicable data protection laws; (f) Customer's failure to comply with any tax obligations applicable to Customer (excluding any sales, use, GST, or value-added Taxes on Marketplace Transactions to the extent Earthmover is responsible for collecting and remitting such Taxes through the Marketplace), including any inaccurate tax information provided by Customer or any tax exemption claimed by Customer in error; and (g) Customer's violation of any applicable export control, sanctions, or import laws or regulations. Customer will indemnify Earthmover for damages and costs finally awarded or agreed in settlement (including reasonable attorneys' fees, fines, and penalties). This obligation does not apply to claims solely caused by Earthmover's gross negligence or willful misconduct. For purposes of this Section, Customer's affiliates, employees, contractors, agents, and end users are considered third parties.
8.3 - Indemnification Procedures
The indemnified party will promptly notify the indemnifying party in writing of the claim, give the indemnifying party sole control of the defense and settlement (at the indemnifying party's expense), and provide reasonable cooperation. The indemnifying party may not settle any claim that binds the indemnified party to a material obligation or requires an admission of fault without the indemnified party's prior written consent. Failure to provide timely notice will not relieve the indemnifying party of its obligations except to the extent of actual material prejudice from the delay.
9 - WARRANTY AND DISCLAIMER
Earthmover warrants that the Marketplace platform will perform in material conformance with the applicable Documentation. Earthmover Products carry the additional warranty set forth in Section 5.1. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 5.1 AND 9, THE MARKETPLACE AND ALL PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. EARTHMOVER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EARTHMOVER DOES NOT WARRANT THAT THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR-FREE, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD-PARTY PROVIDER MATERIALS.
10 - LIMITATIONS OF LIABILITY
10.1 - Exclusion of Consequential Damages
EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COVER COSTS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
10.2 - Aggregate Liability Cap
EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE MARKETPLACE TERMS WILL NOT EXCEED THE GREATER OF: (A) FIFTY THOUSAND U.S. DOLLARS ($50,000); OR (B) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO EARTHMOVER (EXCLUDING AMOUNTS PAID TO DATA PROVIDERS) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. "Excluded Claims" means: (a) either party's payment obligations; (b) either party's indemnification obligations under Section 8; (c) Customer's breach of Section 4.5 (No Sensitive Personal Data); and (d) liability that cannot be limited under applicable law. The liability limitations in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties.
11 - GENERAL TERMS
11.1 - Governing Law; Dispute Resolution
These Marketplace Terms are governed by the laws of the State of Delaware and the United States, without regard to conflicts of law principles or the UN Convention on the International Sale of Goods. Before initiating any legal proceeding, the parties will attempt to resolve disputes through good faith negotiation between senior representatives for thirty (30) days following written notice (or longer if agreed). Thereafter, either party may pursue its rights in the state and federal courts located in the State of Delaware, to whose jurisdiction the parties consent. Nothing herein prevents either party from seeking emergency injunctive relief where necessary to prevent irreparable harm.
11.2 - Assignment
Neither party may assign these Marketplace Terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets or equity to a successor that assumes all obligations hereunder. Any attempted assignment in violation of this Section is void.
11.3 - General
If any provision is held unenforceable or invalid, it will be modified to the minimum extent necessary to make it enforceable, and all other provisions remain in effect. No waiver is effective unless in writing signed by an authorized representative; no failure to exercise a right constitutes a waiver. Neither party will be liable for delays or failures to perform (other than payment obligations) caused by circumstances beyond its reasonable control, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance. The parties are independent contractors; nothing herein creates a partnership, joint venture, employment relationship, or agency. Earthmover will use commercially reasonable efforts to make the Marketplace accessible to eligible Customers on a non-discriminatory basis, subject to its right to deny access for violations of these Marketplace Terms or Marketplace Policies. These Marketplace Terms are executed in English only; any translation is for convenience only.
11.4 - Confidentiality
"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with these Marketplace Terms that is marked or identified as confidential at the time of disclosure or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including the commercial terms of any Transaction and either party's business, technical, financial, customer, product, or operational information. Each party will protect the other party's Confidential Information using at least the same care it uses for its own confidential information (not less than reasonable care), will use it solely to perform its obligations and exercise its rights under these Marketplace Terms, and will limit access to those of its personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information excludes information that: (a) was already known to the Receiving Party without restriction; (b) is or becomes publicly known through no fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's information. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, or court order, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt prior notice and reasonable cooperation in seeking a protective order or other appropriate remedy. The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and the Disclosing Party may seek injunctive or other equitable relief in addition to any other available remedies, without the requirement of posting a bond. The confidentiality obligations in this Section survive termination of these Marketplace Terms for five (5) years; provided that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.
11.5 - Notices; Entire Agreement
All notices must be in writing by email: for Earthmover, to support@earthmover.io; for Customer, to the account administrator email configured in Customer's Marketplace or Platform account. Notices are deemed delivered on the day sent. These Marketplace Terms, together with the Earthmover Marketplace Revenue Share Agreement (where applicable) and any applicable Listing Terms, constitute the complete agreement between the parties with respect to the Marketplace and supersede all prior agreements on this subject. In the event of conflict, the order of precedence is: (a) the Order Form (where applicable); (b) the Platform Terms (if applicable and only as to Platform subject matter); (c) these Marketplace Terms; (d) the Marketplace Policies; and (e) Listing Terms as between Earthmover and Customer.
12 - DEFINITIONS
"Consumer Usage Data" has the meaning set forth in Section 3.5.
"Customer Configurations" has the meaning set forth in Section 5.2.
"Data Consumer" means a Customer who accesses, downloads, or purchases Products from the Marketplace.
"Data Provider" means a Customer who offers Products in the Marketplace, including Earthmover when offering Earthmover Products.
"Documentation" means the current technical documentation and usage guides for the Marketplace at https://docs.earthmover.io/marketplace/.
"Earthmover Products" has the meaning set forth in Section 5.1.
"External Services" has the meaning set forth in Section 5.2.
"Listing Information" means the metadata, description, licensing terms, pricing, and other information about a Product provided by or on behalf of the applicable Data Provider, including the Listing Terms.
"Listing Terms" means the license rights, pricing terms, and other terms between a Data Provider and a Data Consumer governing a Transaction.
"Marketplace Policies" has the meaning set forth in Section 2.4.
"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.
"Platform Terms" means the agreement governing Customer's access to and use of the Earthmover Platform, whether in the form of Earthmover's standard Terms of Service (available at https://docs.earthmover.io/terms-of-service) or a separately negotiated enterprise agreement, as applicable to Customer. References to the Platform Terms apply only to Customers subject to such an agreement.
"Product" means any dataset, software, service, or other offering made available by a Data Provider in the Marketplace.
"Product Cost" means the price specified by a Data Provider for a Transaction under the applicable Listing Terms.
"Provider Materials" means the Products, Listing Information, and Provider Profile offered or provided by a Data Provider.
"Provider Materials Claims" has the meaning set forth in Section 3.1.
"Retirement Notice Period" has the meaning set forth in Section 4.7.
"Sensitive Personal Data" means Personal Data that, under applicable data protection laws, is treated as sensitive, special category, or otherwise subject to heightened protection.
"Taxes" means any taxes, levies, duties, or similar governmental assessments, including sales, use, GST, value-added, or withholding taxes, but excluding taxes on Earthmover's net income.
"Transaction" means any procurement, access, download, or purchase of a Product by a Data Consumer from a Data Provider.
PART III: EARTHMOVER MARKETPLACE OPEN LICENSE DATA TERMS
Last updated: May 20, 2026
The Earthmover Marketplace ("Marketplace") is offered by Earthmover PBC as part of its mission to empower people to use scientific data to solve humanity's greatest challenges. Use of the Earthmover Marketplace, both the provision of data products by Data Providers and the usage of data by Data Consumers, denotes agreement with the following terms:
The Earthmover Marketplace is a data marketplace for the listing of data by Data Providers for access by Earthmover Platform users, with the intent of improving access to scientific and technical datasets. Access to data provided by third party Data Providers is open to all Earthmover Platform users, for all purposes compatible with the license type the Data Provider specifies for each data product, and includes data products of various license types.
These Open License Data Terms apply to data products listed on the Earthmover Marketplace that the Data Provider is offering under one of the Creative Commons license types listed below. These Open License Data Terms supplement, and do not replace, the Earthmover Marketplace Terms and Conditions, which govern the broader relationship between Earthmover and Marketplace participants. In the event of any conflict between these Open License Data Terms and the Earthmover Marketplace Terms and Conditions, the Earthmover Marketplace Terms and Conditions control.
The Creative Commons license types covered by these Open License Data Terms are:
- No Rights Reserved (CC0)
- Attribution (CC BY)
- Attribution-ShareAlike (CC BY-SA)
- Attribution-NoDerivatives (CC BY-ND)
- Attribution-NonCommercial (CC BY-NC)
- Attribution-NonCommercial-ShareAlike (CC BY-NC-SA)
- Attribution-NonCommercial-NoDerivatives (CC BY-NC-ND)
Data Providers that choose to create paid listings for data products not licensed under a Creative Commons license may do so under the Earthmover Marketplace Terms and Conditions and applicable Listing Terms negotiated between the Data Provider and Data Consumer.
The Data Provider is solely responsible for specifying the Creative Commons license type that applies to relevant data products offered on the Earthmover Marketplace, and for ensuring their right and title to that data under that license type.
The Data Provider is exclusively responsible for the content that they provide on the Earthmover Marketplace. Data Provider's indemnification obligations to Earthmover with respect to such content are governed by Section 8 of the Earthmover Marketplace Terms and Conditions.
The Data Provider shall ensure that their content is suitable for open dissemination via the specified Creative Commons license type, and that it complies with these terms and applicable laws, including, but not limited to, copyright, privacy, data protection and intellectual property rights.
The Data Provider warrants that any data they make available through the Earthmover Marketplace complies with Section 4.5 of the Earthmover Marketplace Terms and Conditions, including the prohibition on Sensitive Personal Data as defined therein.
Access to data products on the Earthmover Marketplace licensed via Creative Commons is provided on an "as-is" basis, subject to the warranty disclaimer in Section 9 of the Earthmover Marketplace Terms and Conditions. Data Consumers shall respect applicable license conditions, including any attribution, share-alike, non-commercial, or no-derivatives requirements imposed by the specified Creative Commons license. Use of content accessed through the Earthmover Marketplace does not transfer any intellectual property rights in the content to the Data Consumer beyond those granted by the Creative Commons license type specified by the Data Provider.
Data Providers are solely responsible for the accuracy and completeness of their Listings on the Earthmover Marketplace. Earthmover reserves the right to approve such Listings in advance of publication or update.
Data Products may be made accessible from Data Provider's object storage, or from an Earthmover managed storage account, according to the arrangements made between each Data Provider and Earthmover PBC.
Data Consumers are exclusively responsible for their use of content. Data Consumer's indemnification obligations to Earthmover with respect to such use are governed by Section 8 of the Earthmover Marketplace Terms and Conditions.
The offering of a data product through the Earthmover Marketplace does not represent any approval or endorsement of such content by Earthmover PBC.
Earthmover reserves the right to alter, remove, or block access to content, or to restrict or remove access to the Earthmover Marketplace, in accordance with Section 6.3 (Content Moderation) of the Earthmover Marketplace Terms and Conditions.
These Terms of Service are subject to change by Earthmover with 30 days advance notice to the Data Provider.
If you are unsure whether your intended use is in line with these Open License Data Terms, or if you seek permission for a use that does not fall within these Open License Data Terms, please contact Earthmover at support@earthmover.io.
These Open License Data Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. Disputes are subject to the dispute resolution provisions in Section 11.1 of the Earthmover Marketplace Terms and Conditions.