TerrainPlot Terms and Conditions

0. Acceptance of Terms

By creating an account, accessing the Services, or paying an invoice issued by Company, Customer agrees to be bound by these Terms and Conditions (the “Agreement”).

If Customer is entering into this Agreement on behalf of an organization, Customer represents and warrants that they have the authority to bind that organization to these Terms.

1. SaaS Services and Support

1.1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in accordance with Company’s standard practice.

2. Restrictions and Responsibilities

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. Confidentiality; Proprietary Rights

3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2. Customer shall retain sole ownership of all right, title, and interest in and to the Customer Data. Any output, including without limitation files, visualizations, or representations generated by the Services that are based on or derived from Customer Data (“Customer Output”) shall also be owned by Customer. However, Customer hereby grants Company a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, transferable, and sublicensable license to use, reproduce, display, distribute, modify, and create derivative works of the Customer Output for purposes of improving the Services, conducting internal research and development, and supporting marketing and product initiatives (including in de-identified or aggregated form). For the avoidance of doubt, Customer Output does not include the underlying Software, models, algorithms, or technology used to generate such output, all of which are and shall remain the exclusive property of Company. No rights or licenses are granted to Customer except as expressly set forth herein.

4. Payment of Fees

4.1. Customer will pay Company the then applicable fees described in the Order Form for the Services and in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

“Order Form” includes any invoice, online checkout page, or other purchasing document issued by Company that specifies the Services, term, and applicable Fees.

4.2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

4.3. Usage Monitoring and Audit Rights. Company may monitor usage of the Services to verify compliance with this Agreement and applicable Order Forms. Upon reasonable notice, Company may audit Customer’s use of the Services to ensure adherence to agreed-upon usage limits and billing terms. If such audit reveals usage in excess of what was contracted for, Customer agrees to pay any applicable additional Fees and, if the excess usage exceeds 10% of the permitted levels, to reimburse Company for the reasonable costs of such audit.

4.4. No Refunds. Except as expressly stated in this Agreement, all Fees are non-refundable.

5. Term and Termination

5.1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5.3. Termination for Convenience. Either party may terminate this Agreement for convenience by providing at least thirty (30) days’ prior written notice to the other party. In the event of such termination, Customer shall pay all Fees owed through the effective date of termination, and no refunds shall be issued for any prepaid Fees unless otherwise agreed in writing.

5.4. Renewal Billing. Renewals are billed automatically at the then-current rates unless Customer provides written notice of non-renewal at least thirty (30) days before the renewal date. No refunds or credits will be issued for partial subscription periods.

6. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the service in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. Limitation of Liability; No Licensed Surveying Services

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

No Licensed Surveying Services Provided. Company does not provide licensed surveying services. The Software is a tool that generates visual representations based on textual legal descriptions and other user-supplied information. These outputs are intended to assist with internal workflows but do not constitute, and should not be relied upon as, certified surveyor work or legal property boundaries. It is the Client’s responsibility to engage appropriately licensed professionals for any services requiring licensure under applicable laws and regulations.

These representations are intended to assist with internal planning, archival organization, and informational review but do not constitute, and are not a substitute for, a certified land survey.

Company is not a licensed land surveying firm and does not perform field verification or boundary determinations. The Client acknowledges and agrees that any outputs provided are for illustrative purposes only and are not to be used for legal property line establishment, permitting, construction, or regulatory filings without independent review and validation by a licensed land surveyor. Company shall have no liability for decisions made or actions taken by the Client or any third party based on reliance on such visualizations.

Accuracy and Reliance. While Company endeavors to ensure the Software functions as described, Client acknowledges that outputs may contain errors, inaccuracies, or omissions. Company makes no warranties or guarantees regarding the accuracy, completeness, or reliability of any outputs generated. Client agrees that it is solely responsible for reviewing and verifying outputs before any reliance or use, and that Company shall not be liable for any damages, losses, or liabilities arising from such reliance.

No Liability for Consequential Damages. In no event shall Company be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data or other intangible losses, resulting from Client’s use of the Software or reliance on its output.