Earth Kingz — Terms of Service

Updated 09.11.2026

These Terms of Service ("Terms") govern use of the website and mobile application operated by Earth Kingz Trust, a Minnesota trust ("Earth Kingz," "we," "us," or "our") (together, the "Services") as they exist today — the dirt/fill exchange (Lister) marketplace only. Earth Kingz has also prepared a separate future Terms of Service covering an expanded trucking marketplace (Job Poster, Driver, and Fleet Management roles); that version is not yet in effect and will replace this one once those features launch, subject to attorney review. This is a working draft and not a substitute for legal advice.

1. Acceptance of Terms

By creating an account, browsing listings, or otherwise using the Services, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Services.

Earth Kingz may update these Terms from time to time. We will post the revised Terms with a new "Last Updated" date and, for material changes, provide notice through the app or by email. Continued use of the Services after a change takes effect is acceptance of the revised Terms.

2. Eligibility

To use the Services you must:

• Be at least 18 years old and able to form a binding contract;

• If registering as a Fill Lister on behalf of a business, have authority to bind that business; and

• Not be barred from using the Services under the laws of your jurisdiction or previously suspended from Earth Kingz for a Terms violation.

Earth Kingz may verify your identity, phone number, or email address before or after you create an account, and may suspend an account if information provided is later found to be false or out of date.

3. Definitions

• Fill Lister — an account with a Has Fill or Needs Fill listing to exchange dirt/fill material with another party.

• "Services" means the Earth Kingz website and mobile application, and the features currently offered through them, including browsing listings, messaging, and payment tools.

• "Content" means listings, photos, messages, and any other material submitted through the Services.

As Earth Kingz's marketplace grows to include additional features (such as a trucking or hauling marketplace connecting Job Posters, Drivers, and Fleets), these Terms will be updated, and any new feature will be governed by the applicable version of the Terms in effect when it launches.

4. The Marketplace

Earth Kingz operates a listing marketplace that helps Fill Listers list, browse, and connect with each other around dirt/fill material exchanges. Earth Kingz is not a party to any exchange or agreement formed between Listers, does not inspect, weigh, or verify material offered or requested in a listing, and does not guarantee that any exchange will be completed. Listers are solely responsible for arranging, inspecting, and completing an exchange, including any transportation, permits, or safety precautions involved in moving material. Earth Kingz makes no representation about a Lister's identity, reliability, or the accuracy of a listing beyond the listing content the Lister submits, and is not responsible for the acts or omissions of any user.

5. Listings

A Lister is solely responsible for the accuracy of a listing (material type, quantity, location, and condition). Earth Kingz may display AI-tagged facts drawn from listing photos and descriptions as a convenience, but does not independently verify material quality or quantity. Earth Kingz may remove or edit a listing that violates these Terms.

6. Payments and Fees

Payments made through the Services are processed by Stripe. By adding a payment method, you also agree to the Stripe Connected Account Agreement and Stripe's terms of service, which govern the movement of funds. Earth Kingz is not a bank, money transmitter, or holder of funds.

Earth Kingz charges a fee based on the cubic yardage of material exchanged: $2.00 per cubic yard per side (that is, $4.00 per cubic yard total, split evenly between the two parties to an exchange). The applicable fee is disclosed to you before you incur it.

Fees paid to Earth Kingz are generally non-refundable, except as required by law or as Earth Kingz determines in its discretion.

7. Listing Changes and Disputes

A Lister may edit or remove a listing at any time before an exchange is finalized. If a dispute arises between Listers about a completed or attempted exchange (for example, a mismatch between a listing's description and the material actually exchanged), Earth Kingz is not obligated to mediate but may request information from both sides and, at its discretion, remove content, suspend an account, or take other action consistent with these Terms.

8. User Conduct and Content

Prohibited conduct. You agree not to: submit false or misleading listings; harass, threaten, or discriminate against another user; use the Services for any purpose other than exchanging dirt/fill material; or attempt to circumvent, hack, or interfere with the Services.

Content license. You retain ownership of photos, descriptions, and other Content you submit. By submitting Content, you grant Earth Kingz a non-exclusive, worldwide, royalty-free license to host, display, and use it to operate and promote the Services (for example, showing listing photos to other users).

9. SMS and Text Messaging Communications

Earth Kingz uses Twilio to send text messages to the mobile number on your account. This section describes that messaging program, as required for carrier (A2P 10DLC) compliance.

What we text about. By providing your mobile number and checking the SMS consent box during signup, you agree to receive one-time text messages from Earth Kingz to confirm your phone number and secure your account (account verification only).

Account verification texts are transactional and required to use the Services. Earth Kingz does not currently send marketing or promotional text messages, so there is no separate marketing opt-in today; if that changes in the future, we will update this section and obtain any additional consent required.

Message frequency is limited to the verification codes needed to confirm your phone number when you sign up or log in. Message and data rates may apply.

Opt-out and help. Reply HELP for assistance, or STOP to opt out of all text messages; opting out may prevent you from completing the phone verification required to use certain features of the Services.

Carrier disclaimer. Delivery is not guaranteed; carriers may delay or block messages, and Earth Kingz is not responsible for undelivered texts. Not all carriers are supported.

Your data. Your mobile number and SMS opt-in status will not be shared or sold to third parties or lead generators for their own marketing purposes. See our Privacy Policy for how we otherwise collect, use, and protect your information.

10. Disclaimers, Assumption of Risk, and Limitation of Liability

No warranty. The Services are provided "as is" and "as available." Earth Kingz disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or that any listing or exchange will meet your expectations.

Assumption of risk. Exchanging, loading, and transporting dirt, fill, and related material involves inherent physical risk. Each Lister assumes the risks associated with their own participation in an exchange, including risks arising from equipment, road conditions, weather, and the conduct of the other party.

Limitation of liability. To the maximum extent permitted by law, Earth Kingz and its officers, employees, and affiliates will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, or personal injury or property damage arising from a listing or exchange between users. Earth Kingz's total liability for any claim arising from the Services will not exceed the greater of (a) the fees you paid Earth Kingz in the six months before the claim, or (b) $100.

Indemnification. You agree to indemnify and hold harmless Earth Kingz from any claim, damage, or expense (including reasonable attorneys' fees) arising from your use of the Services, your breach of these Terms, your performance or non-performance of an exchange, or your violation of any law or third-party right.

11. Account Termination

You may close your account at any time through the Services, subject to completing or settling any open listing, exchange, or payment. Earth Kingz may suspend or terminate an account immediately and without notice if you violate these Terms, provide false verification information, receive credible reports of unsafe or unlawful conduct, or if required by law or to protect the integrity of the Services. Termination does not relieve you of payment obligations already incurred or cancel any dispute already in progress. Sections 6, 9, 10, 11, and 12 survive termination.

12. Dispute Resolution: Arbitration Agreement and Class Action Waiver

Informal resolution first. Before filing a claim, you agree to contact Earth Kingz at admin@earthkingz.com and attempt to resolve the dispute informally for at least 30 days.

Binding arbitration. If a dispute is not resolved informally, you and Earth Kingz agree that it will be resolved by binding individual arbitration under the American Arbitration Association's Consumer Arbitration Rules, rather than in court, except that either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to prevent misuse of the Services or infringement of intellectual property rights. The arbitrator, not a court, will decide all disputes about the interpretation or application of this arbitration agreement.

Class action waiver. You and Earth Kingz agree that any proceeding will be conducted only on an individual basis and not as a class, consolidated, or representative action. Neither you nor Earth Kingz may act as a class representative or participate as a member of a class of claimants in any proceeding arising out of or related to these Terms.

Right to opt out. You may opt out of this arbitration agreement by emailing admin@earthkingz.com within 30 days of first accepting these Terms, stating your name and that you decline to arbitrate. Opting out does not affect any other part of these Terms.

Jury trial waiver. To the extent any claim proceeds in court rather than arbitration, you and Earth Kingz each waive any right to a jury trial.

13. General Provisions

Governing law. These Terms are governed by the laws of the State of Minnesota, without regard to its conflict-of-laws rules. Subject to Section 12, the state and federal courts located in Hennepin County, Minnesota have exclusive jurisdiction over any claim not subject to arbitration.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Assignment. You may not assign or transfer your rights under these Terms without Earth Kingz's consent. Earth Kingz may assign these Terms in connection with a merger, acquisition, or sale of assets.

Entire agreement. These Terms, together with the Privacy Policy and any Stripe or third-party terms incorporated by reference, are the entire agreement between you and Earth Kingz regarding the Services and supersede any prior agreements on the subject.

No waiver. Earth Kingz's failure to enforce a provision is not a waiver of its right to do so later.

Notices. Earth Kingz may provide notices under these Terms through the app, by email, or by posting on the website. You may send legal notices to Earth Kingz at admin@earthkingz.com or 21919 Drake St NW, Oak Grove, MN 55011.

Contact

Questions about these Terms can be sent to admin@earthkingz.com.