Terms and Conditions

Dirt Market operates solely as a technology platform that enables businesses to discover and communicate with one another regarding the availability or need for soil, fill, and related materials.

Dirt Market does not:

• Buy, sell, broker, transport, store, test, or dispose of materials
• Facilitate or process payments between users for materials, hauling, disposal, or logistics
• Coordinate logistics, hauling, delivery, or scheduling between users
• Act as an agent, broker, partner, fiduciary, or representative of any user
• Enter into agreements on behalf of users

All interactions, agreements, and transactions occur directly between users, independent of the Platform.

1.1 No Hosted Communications

The Platform may allow users to share contact information (such as email address or phone number) to communicate off-platform. Dirt Market does not host, transmit, monitor, store, or control communications between users. Any communications occur directly between users using contact details voluntarily provided.

Nothing in these Terms creates any agency, partnership, joint venture, fiduciary, employment, or similar relationship between Dirt Market and any user, or between users themselves.

Users act solely on their own behalf.

The Platform is intended solely for commercial use by businesses. By using the Platform, you represent and warrant that you are using the Platform on behalf of a business entity and have authority to bind that entity to these Terms.

Use of the Platform by consumers or for personal, family, or household purposes is prohibited.

You agree to:

• Provide accurate and complete information
• Use the Platform only for lawful purposes
• Conduct your own due diligence regarding other users, materials, pricing, logistics, and compliance
• Maintain the security of your account credentials

You are solely responsible for all activity conducted through your account.

5.1 Subscription Access Only

Dirt Market may offer paid subscription plans that provide access to certain Platform features. Any subscription fees are paid solely for access to the Platform and are not contingent on the completion, value, or success of any transaction between users.

5.2 No Transaction Fees; No Involvement in Deal Economics

Dirt Market does not receive compensation tied to any material transfer, hauling, disposal, logistics, pricing, or transaction value between users, and Dirt Market is not a party to any agreement between users.

5.3 Taxes

Except as expressly stated otherwise, fees are exclusive of applicable taxes, and you are responsible for taxes associated with your purchase of subscriptions, except where Dirt Market is required by law to collect such taxes.

6.1 Ownership

You retain ownership of any content you submit, post, upload, or transmit through the Platform (“User Content”).

6.2 License to Dirt Market

By submitting User Content, you grant Dirt Market a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, display, reproduce, and distribute such content solely for the purpose of operating, maintaining, and improving the Platform.

6.3 Representations

You represent and warrant that:

• You own or have all necessary rights to submit User Content
• User Content does not infringe any intellectual property, proprietary, confidentiality, or privacy rights
• User Content complies with all applicable laws and regulations

6.4 No Responsibility for User Content

Dirt Market does not review, verify, or endorse User Content and assumes no responsibility for its accuracy, legality, or ownership.

If Dirt Market provides email verification or similar account verification features, such verification confirms only control of an email address (or other limited verification method) and does not constitute endorsement, validation, or verification of identity, licensing, bonding, insurance, competence, qualifications, compliance, or fitness for any purpose.

If you believe that content on the Platform infringes your intellectual property rights, please submit a written notice to legal@dirtmarket.com including:

• Identification of the allegedly infringing content
• Proof of ownership or authorization
• Contact information
• A statement made under penalty of perjury that the information is accurate and that you are the rights owner or authorized to act on the owner’s behalf

Dirt Market reserves the right to remove content and terminate repeat infringers.

All listings and communications are provided by users. Dirt Market:

• Makes no representations regarding material quality, quantity, suitability, origin, safety, contamination, classification, or compliance
• Does not guarantee responses, pricing, availability, or outcomes

Any reliance on Platform information is at your own risk.

Users are solely responsible for compliance with all applicable laws, regulations, permits, environmental requirements, and industry standards related to materials, hauling, disposal, reuse, safety, and recordkeeping.

Dirt Market makes no representations regarding regulatory or environmental compliance and does not test, certify, or validate materials.

You agree not to:

• Use the Platform in violation of any law or regulation
• Misrepresent your identity, business, licensing, insurance, or authority
• Post or transmit unlawful, infringing, misleading, defamatory, or confidential information without authorization
• Scrape, crawl, harvest, or use automated means to access the Platform or extract data, including listings, contact information, or other user data
• Interfere with the security or operation of the Platform

Dirt Market is not responsible for disputes between users. You agree that any dispute arising from interactions, communications, agreements, or transactions with other users is strictly between the parties involved.

To the fullest extent permitted by law, you waive any claim against Dirt Market arising from such disputes.

You agree to indemnify, defend, and hold harmless Dirt Market and its officers, directors, employees, contractors, agents, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Your use of the Platform
• Your User Content
• Any allegation that your User Content infringes or misappropriates intellectual property or other rights
• Your violation of these Terms or applicable laws and regulations
• Any agreement, interaction, or transaction between you and another user, including disputes related to materials, pricing, logistics, safety, or compliance

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, DIRT MARKET DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DIRT MARKET DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW, DIRT MARKET SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE PLATFORM.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DIRT MARKET’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO DIRT MARKET FOR SUBSCRIPTIONS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED DOLLARS (US $100).

16.1 Agreement to Arbitrate

EXCEPT FOR CLAIMS THAT MAY BE BROUGHT IN SMALL CLAIMS COURT OR CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF RELATING TO ACTUAL OR THREATENED MISUSE OR INFRINGEMENT OF INTELLECTUAL PROPERTY OR UNAUTHORIZED ACCESS TO THE PLATFORM, YOU AND DIRT MARKET AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL BE RESOLVED BY BINDING ARBITRATION.

16.2 Class Action Waiver

YOU AND DIRT MARKET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

16.3 Arbitration Rules and Venue

The arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable rules. Unless the parties agree otherwise, the arbitration will take place in North Carolina, and the arbitrator shall apply North Carolina law consistent with Section 18.

16.4 Severability

If any portion of this Section 16 is found unenforceable, the remainder shall remain in force, except that if the class action waiver is found unenforceable, this Section 16 shall be null and void.

We may suspend or terminate access to the Platform at any time for any reason, including violation of these Terms. Upon termination, provisions that by their nature should survive will survive, including Sections related to IP, indemnification, disclaimers, limitation of liability, and dispute resolution.

These Terms are governed by the laws of the State of North Carolina, without regard to conflict of law principles.

We may update these Terms from time to time. Continued use of the Platform after changes are posted constitutes acceptance of the updated Terms.

Questions regarding these Terms should be directed to:

legal@dirtmarket.com