Terms of Service

1This agreement

These Terms of Service (“Terms”) are a binding agreement between you and Trash Club Insights (“we”, “us”) governing your use of substratereport.com, the Substrate producer application, the Substrate Supplier Portal and the Substrate PRO Console (together, the “Service”). By creating an account, accepting an invitation, or using the Service, you agree to them.

If you use the Service on behalf of an organization, you represent that you are authorized to bind it, and “you” means that organization. Where your organization has signed a separate written agreement with us, that agreement governs and these Terms fill any gaps it leaves.

2What the Service is

Substrate is a data platform for packaging extended producer responsibility. It collects packaging specifications, reconciles them to purchase volumes, prices the result against published regulatory rate schedules, and produces reports and records intended to support a regulatory filing.

The Service comprises three surfaces: the producer application, used by an obligated brand owner; the Supplier Portal, used by a supplier to publish a specification to the brands that requested it; and the PRO Console, used by a producer responsibility organization that receives filings. These are operated as separate deployments with separate credentials.

3Accounts

You must provide accurate registration information and keep it current. You are responsible for activity under your account and for the confidentiality of your credentials. Do not share an account between people — the Service records who confirmed each figure and who attested each filing, and a shared login destroys the value of that record for you as much as for us.

Notify us at legal@trashclubventures.com promptly if you suspect unauthorised access. You must be at least 18 and legally able to enter contracts.

4We prepare filings. We do not submit them.

It follows that registration and filing deadlines remain entirely your obligation. We do not undertake to file for you, to remind you, or to confirm that a regulator received anything. Where the Service displays a deadline it is displaying curated reference information, and §5 governs it.

5Regulatory information is reference, not advice

The Service includes a regulatory library: rate schedules, deadlines, category lists and obligated-party determinations, curated from published statutes, regulations and program plans, and cited in the product to the source each figure was read from.

• It is not legal advice, and using the Service creates no attorney-client relationship. Decisions about your legal obligations should be taken with your own counsel.
• The law moves. At the date of these Terms, five of the seven enacted state programs have published no final rate schedule, several fee structures remain in rulemaking, and at least one program is subject to active litigation. Curated information can be superseded between our updates.
• Where we cannot source a figure, the Service says so rather than supplying one. An obligation shown as “not computable” means exactly that, and must not be read as an obligation of zero.

We take reasonable care to keep the library accurate and current, and we correct errors promptly once identified. We do not warrant that it is complete, final, or a substitute for reading the applicable law.

6Your data, and what we do with it

You grant us a limited, non-exclusive license to host, process, transmit and display your data solely in order to provide the Service to you, to support you, and to secure and maintain the platform. We use it for nothing else. We do not use your data to train machine-learning models, and we do not disclose it to other customers except through the publication mechanism you initiate under §7.

You may export your data at any time in an open, documented format, during your subscription and for at least 30 days after it ends. See §16 on what happens at termination.

You are responsible for the accuracy of what you enter, and for having the right to provide it. The Service computes an obligation from the figures it is given; a specification entered incorrectly produces a report that is wrong in the same way, which is why the Service shows a measured weight and a supplier’s nominal weight side by side and requires you to choose between them rather than averaging them for you.

7The Supplier Portal

The Supplier Portal is free to suppliers, permanently. We do not charge a supplier to enter a specification, and we will not introduce such a charge.

When a supplier publishes a specification in response to a request, the supplier grants the requesting brand a license to use that specification for regulatory reporting, and grants us the license in §6 to host and serve it. A supplier may make a published specification available to other brands that have requested the same component — that is the mechanism by which one answer satisfies many buyers — and the Portal asks for and records that consent. A supplier may withdraw a specification from future publication at any time; it cannot be withdrawn from filings already sealed against it.

A supplier represents that it has the right to share what it uploads. Nothing a supplier submits becomes filing-eligible until the receiving brand accepts it.

8Sealed filings are permanent

When you seal a filing, the Service hashes its inputs, chains it to the previous filing, and records your attestation. From that moment the record is append-only: corrections are recorded as amendments and nothing is overwritten or deleted.

You agree that this is intended behavior and a material part of what you are buying. We are not obliged to alter or remove a sealed filing, including on termination of your subscription, and we will decline requests to do so. The Privacy Policy explains how this interacts with deletion rights.

9Acceptable use

You agree not to:

• use the Service to violate any law, or to make a filing you know to be inaccurate;
• attempt to access data belonging to another customer, or to circumvent the separation between the producer and PRO surfaces;
• probe, scan or test the security of the Service except as permitted under our vulnerability-reporting practice;
• scrape, bulk-export or resell the regulatory library, or use it to build a competing product;
• reverse engineer or copy the Service, or remove any proprietary notice from it;
• upload malicious code, or material you have no right to provide;
• impose an unreasonable load on the infrastructure.

We may suspend access to address a material breach, a security risk or a legal requirement. Where practical we will give notice first and limit any suspension to what is necessary.

10Confidentiality

Each of us may receive confidential information from the other. Each will protect the other’s confidential information with at least reasonable care, use it only for the purposes of this agreement, and disclose it only to personnel and advisers bound by equivalent obligations. These duties do not apply to information that is public through no fault of the recipient, was already known to it, or is independently developed, and do not prevent a disclosure required by law where the other party is given notice permitting it to seek protection.

11Intellectual property

We own the Substrate platform: the software, the interface, the regulatory library as a compiled work, our trademarks, and all improvements to them. Subject to these Terms we grant you a non-exclusive, non-transferable, revocable right to use the Service during your subscription. Nothing here transfers ownership of the platform to you.

This is the counterpart to §6 and the two should be read together: your data is yours and the software is ours. Neither statement qualifies the other.

If you send us suggestions or feedback, we may use them without restriction or obligation.

12Fees

Producer subscriptions are charged as set out in the order form or written agreement covering your organization. Unless that document says otherwise, fees are invoiced in advance, are payable within 30 days, are non-refundable except as expressly stated, and are exclusive of taxes. We may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum the law allows, and may suspend the Service for material non-payment after giving notice.

Use of the Supplier Portal is free, as stated in §7. Where the Service is made available to you for evaluation or demonstration, it is provided without charge and without any warranty or service commitment.

13Disclaimers

Except as expressly stated in these Terms or a written agreement with us, the Service is provided “as is”, and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement, to the fullest extent the law permits.

We do not warrant that the Service will be uninterrupted or error-free, that the regulatory library is complete or current, that a report it produces will be accepted by any agency, or that using the Service will bring you into compliance with any law. Compliance is your responsibility, discharged by your own filings under §4.

Demonstration workspaces run entirely on synthetic data. Nothing in them describes a real producer, supplier, specification or obligation, and nothing in them may be relied upon.

14Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data or goodwill, whether or not the possibility of them was known.

Our total aggregate liability arising out of or relating to the Service, in contract, tort or otherwise, is limited to the amounts you paid us for the Service in the twelve months before the event giving rise to the claim.

Regulatory penalties are expressly excluded. We are not liable for a fine, penalty, interest or assessment imposed on you by any state agency or producer responsibility organization, including any arising from a late, missing, incomplete or inaccurate filing. This follows from §4: we do not submit filings, we do not control your deadlines, and we cannot warrant the completeness of information you supply.

These limits do not apply to your payment obligations, to either party’s breach of §10, or to liability that cannot lawfully be limited. They allocate a risk that is reflected in the price, and both parties acknowledge that.

15Indemnity

You will defend and indemnify us against third-party claims arising from your data, your use of the Service in breach of these Terms, or your violation of law — and we will defend and indemnify you against third-party claims that the Service as provided by us infringes that party’s intellectual property rights. In each case the indemnified party must give prompt notice, allow the other to control the defense, and cooperate reasonably.

16Term, termination and what happens to your data

These Terms apply for as long as you use the Service. Either party may terminate for material breach that remains uncured 30 days after written notice. You may close your account at any time; termination for convenience of a paid subscription follows the order form.

For at least 30 days after termination you may export your data. After that period we may delete it, except for sealed filings and audit records retained under §8 and the Privacy Policy. We will not hold your data hostage to a commercial dispute — export remains available during the notice period regardless of any amount in dispute.

Sections 6, 8, 10, 11, 13, 14, 15, 17 and 19 survive termination.

17Governing law and disputes

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules, and the state and federal courts located in Denver County, Colorado have exclusive jurisdiction. Each party consents to that venue and waives any objection to it.

Before filing, the parties will attempt in good faith to resolve any dispute by escalating it to senior representatives for 30 days. Each party waives any right to a jury trial and agrees that claims will be brought individually and not as a class action. The UN Convention on Contracts for the International Sale of Goods does not apply.

18Changes

We may update these Terms. Where a change is material we will give account holders at least 30 days’ notice by email or in the Service, and it takes effect at the end of that period. Continuing to use the Service after that constitutes acceptance; if you do not accept, you may terminate and export your data under §16.

We may also modify the Service itself. We will not materially degrade a core function during a paid term without offering a pro-rata refund for the remainder.

19General

These Terms, together with the Privacy Policy and any written agreement between us, are the entire agreement on their subject and supersede prior discussions. If a provision is held unenforceable it is limited to the minimum extent necessary and the rest remains in force. A failure to enforce a provision is not a waiver of it.

You may not assign these Terms without our written consent; either party may assign them to a successor in a merger or sale of substantially all assets. Nothing here creates a partnership, agency or employment relationship. Neither party is liable for a failure to perform caused by events outside its reasonable control, except for payment obligations.

Notices to us go to legal@trashclubventures.com and to the address below; notices to you go to the email on your account.

Trash Club Insights
PO Box 1067
Indian Hills, CO 80454