Terms for using Environmental Nexus

1. Definitions

• "Service": the Environmental Nexus web application at app.enexus.cc, its features and its Documentation, as we provide them from time to time.
• "Documentation": the help pages, plan descriptions and other user guides we publish for the Service.
• "Order": the plan you choose in the Service or on our pricing page, or an order form or quote we both sign, stating the plan, term, fees and any special terms.
• "Authorized User": a person you allow to use the Service under your account, as described in section 3.
• "Customer Data": the information, files and content you and your Authorized Users put into the Service, including site locations, project and client details, uploads, field records, messages and the text you write or edit. Customer Data does not include Our Materials.
• "Reports": the documents the Service prepares for your projects and that you export from it.
• "Our Materials": the Service and everything we provide through it other than Customer Data, including the software, its design and Documentation, the report templates and their structure, standard report wording, the regulatory rule library, the research catalog and methods, data models, and improvements to any of them.
• "Public Data": information the Service obtains from government agencies and other public or third-party sources.
• "Connected Service": a service outside ours that you choose to connect, such as Google, Microsoft, ArcGIS Online or Slack.
• "Usage Data": technical and statistical information about how the Service is used, such as feature use, performance and error records, that does not include the content of Customer Data.

2. The Service and plans

We will provide the Service to you under these terms and your Order. The Service researches Public Data for a site and drafts environmental due diligence, permitting and related reports from that data and the Customer Data you add. Plans differ in seats, report credits, storage and features, as described on our pricing page or in your Order.

We improve the Service continuously and may change it. We will not materially reduce the core functionality or the security of a paid plan during a paid term; if we must remove a feature you rely on, we will give reasonable notice and, if the change materially harms you, you may end the affected subscription and receive a refund of prepaid fees for the remaining term.

3. Accounts and Authorized Users

Each Authorized User needs their own account, and accounts may not be shared. Your owners and administrators control who is invited and what each person may do, and you are responsible for your Authorized Users’ compliance with these terms and for all activity under your account. Keep passwords and access keys confidential, and tell us promptly at [email protected] if you suspect unauthorized access.

Access is for your own employees, and for contractors working on your projects whom you invite under your account. You may not give access to the Service, or to anything in it, to any other person or organization, including by sharing sign-in details, API keys or exported workspace content, and you may not use the Service on behalf of a third party that is not your client.

If you sign in with Google or Microsoft or require single sign-on, you remain responsible for managing those accounts. You must give us accurate account and billing information and keep it up to date.

4. Trials and preview features

• A free trial lasts 14 days and includes 2 report credits, 2 GB of storage and the other limits shown in the Service. Reports from a trial are for evaluating the Service and are marked "Trial". If a trial ends without a paid plan, the workspace becomes read-only and its Customer Data is deleted 30 days after the trial ends. Trials are provided as is, without the commitments in sections 14 and 15, and our total liability for a trial is limited to US $100.
• Features we label as preview, beta or early access are optional, may change or end at any time, and are provided as is.

5. Fees, credits, taxes and renewal

• Subscriptions are billed in advance, monthly or yearly, through our payment processor, Stripe, or by invoice where your Order says so. You authorize us to charge your payment method for all fees when due. Invoiced fees are due within 30 days of the invoice date.
• Each plan includes report credits every month. A Report uses its credits once, at its first client export; drafts, re-runs and later versions are free. Monthly plan credits do not roll over; credits you buy separately do not expire while your account is active.
• On plans that allow it, credits used beyond the month’s allowance are billed monthly in arrears at the plan’s rate.
• Each plan includes a storage allowance for Customer Data, as the Service or your Order shows. Owners on a paid plan can buy extra storage in packs of 50, 100 or 250 GB in Settings › Billing, where the prices are shown; extra storage is billed monthly, and a pack an owner removes ends at the end of the month already paid. We warn owners and administrators as storage nears the allowance. When it is full, actions that would store more data pause until more storage is bought or files are removed. While it is full, viewing, downloading, deleting and exporting Customer Data remain available.
• Subscriptions renew automatically for the same period until an owner cancels. Before a yearly subscription renews, our payment processor emails a reminder to your billing contact.
• An owner can change plans in Settings › Billing. A move to a larger plan, or from monthly to yearly billing, starts at once and is charged for the rest of the current billing period. A move to a smaller plan, or from yearly to monthly billing, takes effect at the next renewal.
• We give at least 30 days’ notice before a price change, which takes effect at your next renewal. Prices in a signed Order hold for its term.
• Fees are exclusive of taxes. We collect sales tax where the law requires it, based on the billing address you give at checkout. You are responsible for any other sales, use, value added, withholding or similar taxes on the Service, except taxes on our income. If you are exempt, give us your exemption certificate.
• If a payment fails, our payment processor retries it and we notify your owners. If it is still unpaid 15 days after it failed, your organization becomes read-only until it is paid; paying and exporting your data remain available. Overdue amounts may bear interest at 1% a month or the highest rate the law allows, if lower.
• Fees are non-refundable, except where these terms or the law provide otherwise or we agree in writing. If you end a subscription because of our uncured material breach, or we end it without cause, we refund the prepaid fees for the remaining term. Raise any billing dispute in good faith within 60 days of the charge, and we will work with you to resolve it.

6. Customer Data

As between us, you own Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence, for the term of your subscription and the export and deletion period after it, to host, copy, transmit, process and display Customer Data only to provide, secure and support the Service for you, to prevent or address technical, security or abuse problems, and as the law requires. We do not sell Customer Data, use it to train artificial intelligence or machine learning models, or use it for any other customer.

You are responsible for the accuracy and legality of Customer Data and for having the rights, permissions and notices needed to put it into the Service, including client materials and personal information about your clients, landowners, interviewees and staff. Do not put into the Service information that the Service does not need for your projects, such as government identification numbers, financial account numbers or health information.

We may collect and use Usage Data to operate, secure, support and improve the Service, and may disclose it only in aggregated form that does not identify you, any individual or any Customer Data.

7. Your Reports

The Reports you export for your projects belong to you, and you may deliver them to your clients, submit them to agencies and keep them for your records. That ownership does not extend to Our Materials from which a Report is built: we grant you a perpetual, non-exclusive right to use those materials as they appear in your Reports, for those projects, but not to extract them from Reports to reuse as templates, libraries or forms, or to build reports outside the Service.

8. Our Materials and feedback

Our Materials remain the property of Environmental Nexus and its licensors and are our confidential information and trade secrets. Subject to these terms, we grant you a limited, non-exclusive, non-transferable right, during your subscription, for your Authorized Users to use the Service for your organization’s own projects. These terms transfer no ownership to you, and we keep all rights not expressly granted.

If you send us suggestions or feedback about the Service, we may use them freely and without obligation to you, provided we do not identify you or disclose your Confidential Information.

9. Restrictions

You must comply with our Acceptable Use Policy. In particular, you will not, and will not let anyone else:

• copy, frame, mirror, resell, sublicense or rent the Service or any part of it;
• reverse engineer, decompile, disassemble or otherwise try to obtain the source code, templates, wording libraries, research methods or underlying logic of the Service, except to the extent the law expressly allows despite this restriction;
• create derivative works from the Service or its templates, methods or wording, or use the Service, its outputs or anything learned from it to build, train, benchmark or improve a product or service that competes with it;
• scrape, crawl or extract content from the Service by automated means, download content in bulk beyond what your own projects need, or work around the Service’s usage limits;
• try to reach another organization’s data, test or bypass the Service’s security, or disrupt it; or
• use the Service in breach of the law or of the rights of others.

10. Drafts and professional responsibility

The Service produces drafts for qualified professionals to review. It is a software tool, not a consulting, engineering, geology, surveying, biology, legal or other professional service, and using it creates no professional-client relationship with us. The Service does not do fieldwork, make agency determinations, or sign, seal or certify reports.

You are responsible for reviewing, correcting and verifying every Report before you use or deliver it; for the scope of each assessment and its compliance with any applicable standard of practice, permit condition or agency requirement; and for the professional judgement, licences, signatures, seals and submissions that go with it. Approving a Report inside the Service is an internal workflow step and is not a professional certification.

We do not guarantee that any agency will accept a Report, issue or waive a permit, agree with any finding, or reach any particular decision, or that a project will meet any schedule.

11. Public Data and Connected Services

Public Data comes from government agencies and other sources we do not control. It can be incomplete, inaccurate, out of date, at a scale unsuited to a particular site, or unavailable, and mapped data is not a field determination. Sources may change, withdraw or limit access to their data at any time. The Service cites its sources and shows missing or unavailable information as a gap so your staff can check it; it never treats unknown data as an absence of risk. We do not warrant the accuracy, completeness or availability of Public Data, and an outage of a public source is not a failure of the Service.

Your use of a Connected Service is governed by your agreement with its provider. When you connect one, you authorize us to exchange data with it as the Service and our Privacy Policy describe. We are not responsible for Connected Services, and we may stop supporting one if its provider changes or ends its interface or terms.

12. Confidentiality

"Confidential Information" is non-public information one party (the discloser) gives the other (the recipient) that is marked confidential or that a reasonable person would understand to be confidential. Your Customer Data is your Confidential Information. Our Materials, our non-public pricing and the terms of any signed Order are ours. Confidential Information does not include information that is or becomes public through no fault of the recipient, that the recipient already knew or independently developed, or that it lawfully received from someone else without a duty of confidence.

The recipient will use the discloser’s Confidential Information only to perform or use the Service under these terms, protect it with at least reasonable care, and share it only with its and its affiliates’ employees, contractors and advisers who need it for that purpose and are bound by confidentiality duties at least as protective. You may share the content of your Reports with your clients and agencies as section 7 allows. A recipient may disclose Confidential Information when the law or a court requires, after giving prompt notice where lawful so the discloser can seek protection.

13. Data protection, security and support access

Our Data Processing Addendum forms part of these terms and governs our processing of personal information in Customer Data. Our Privacy Policy describes the information we handle as a controller.

We maintain administrative, technical and physical safeguards designed to protect Customer Data, as described in our Security overview and the Data Processing Addendum, and will notify you of a security breach affecting your Customer Data as the Data Processing Addendum provides.

Our authorized personnel may access your workspace, without asking for your consent each time, to provide support, administer your account, investigate a security or technical problem, or comply with the law. Each such access is recorded in your organization’s activity history. They are bound by confidentiality obligations and access only what the task needs. Data from connected Google and Microsoft accounts is not visible to them in the Service.

14. Support and service levels

Support is by email at [email protected]. We work to keep the Service available and to resolve problems, but the Service may at times be unavailable, for example for maintenance or because of problems outside our control. Service levels apply only where a signed Order sets them out.

15. Warranties and disclaimers

Each party warrants that it has the authority to enter into these terms. We warrant that, during a paid subscription, (a) the Service will perform materially as the Documentation describes, (b) we will not materially decrease the overall security of the Service, and (c) we will use industry-standard measures to keep viruses and other malicious code out of the Service. If we breach these warranties and you tell us within 30 days, we will fix the problem; if we cannot within a reasonable time, either of us may end the affected subscription and we will refund prepaid fees for the remaining term. That is your sole remedy for breach of these warranties.

Except as these terms expressly state, the Service, Reports and Public Data are provided "as is" and "as available". To the fullest extent the law allows, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted or error-free operation.

16. Indemnities

We will defend you against any claim by a third party that the Service, as we provide it, infringes that party’s United States patent, copyright or trademark or misappropriates its trade secret, and pay the damages, costs and reasonable attorneys’ fees finally awarded or agreed in settlement. If the Service is or may be found to infringe, we may obtain a right for you to keep using it, modify it so it does not infringe, or end the affected subscription and refund prepaid fees for the remaining term. We have no obligation for claims arising from Customer Data, Public Data, Connected Services, combinations with things we did not provide, modifications not made by us, or use in breach of these terms.

You will defend us against any claim by a third party, including your clients, agencies, landowners and Authorized Users, arising from (a) Customer Data, (b) Reports or other work you issue, deliver or submit using the Service, or (c) your or your Authorized Users’ breach of section 9 or the Acceptable Use Policy, and pay the damages, costs and reasonable attorneys’ fees finally awarded or agreed in settlement, except to the extent the claim is caused by our breach of these terms.

The party seeking defense must notify the other promptly, give it sole control of the defense and settlement (though no settlement may admit fault or impose obligations on the defended party without its consent), and give reasonable help at the defending party’s cost.

17. Limitation of liability

To the fullest extent the law allows, neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data (other than our obligations to restore Customer Data from backups), even if advised of their possibility.

To the fullest extent the law allows, each party’s total liability arising out of or relating to these terms is limited to the fees you paid and owe us for the Service in the 12 months before the event giving rise to the claim. For breaches of section 12 or 13, the limit is 2 times that amount.

These limits do not apply to your payment obligations, to either party’s indemnity obligations, to your breach of section 9, or to a party’s gross negligence, fraud or willful misconduct. The parties agree these limits are an essential basis of the bargain and the fees reflect them.

18. Term, suspension and termination

• These terms last as long as you have a trial or a subscription. Each subscription runs for the term in its Order and renews as section 5 describes.
• An owner of your organization can cancel at any time in Settings › Billing. Cancelling stops the next renewal; the Service continues until the end of the period already paid.
• Either party may end these terms or an Order if the other materially breaches them and does not cure the breach within 30 days of written notice, or immediately if the other becomes insolvent or subject to bankruptcy proceedings.
• We may suspend access, in whole or in part, if (a) a payment is still unpaid 15 days after it failed, as section 5 describes; (b) we reasonably believe your use poses a security risk to the Service or others, breaches section 3 or 9 or the Acceptable Use Policy, or exposes us to legal liability; or (c) the law requires it. We will limit a suspension to what is reasonably needed, tell you why where lawful, and restore access once the cause is resolved.
• When a trial or subscription ends without renewal, your projects become read-only: drafts are kept, but nothing can be changed and Reports cannot be exported until an owner chooses a plan. After a subscription ends, owners can still download a copy of your Customer Data as section 19 describes.
• An owner can close your organization in Settings › Organization. It then becomes read-only, its paid plan ends at once with no further charges, and section 19 applies as if these terms had ended.
• Sections 6 to 12, 15 to 17, 19, 20, 22 and 25, and any unpaid fees, survive the end of these terms.

19. Data export and deletion

During your subscription you can download your Reports and files from the Service, and owners and administrators can download a full copy of your Customer Data in Settings › Data & export. For 30 days after these terms or your subscription end, the Service is read-only and an owner can still download that copy, or ask us for one, at no charge. After those 30 days we delete Customer Data from the live Service, and copies in backups expire within a further 30 days, unless the law requires us to keep it. On request we will confirm deletion in writing. We may keep billing records and Usage Data as our Privacy Policy describes.

20. Enforcement and equitable relief

We monitor use of the Service to protect it. If we reasonably believe you or anyone using your account has breached section 3, 9 or 12, we may limit or suspend access immediately, and end these terms on notice if the breach is not cured within 10 days, or at once if it cannot be cured. Ending the terms for your breach does not entitle you to a refund.

A breach of section 3, 9 or 12 could cause the other party irreparable harm that money alone could not remedy. In addition to any other remedy, the affected party may seek an injunction or other equitable relief in any court of competent jurisdiction, without posting a bond to the extent the law allows. In any action to enforce these terms, the prevailing party may recover its reasonable attorneys’ fees and costs.

21. Publicity

Neither party will use the other’s name or logo in marketing without the other’s prior written consent, which may be given by email and withdrawn at any time for future use.

22. Governing law and disputes

These terms are governed by the laws of the State of Florida and applicable United States federal law, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting a lawsuit, a party will give the other written notice of the dispute and the parties’ senior representatives will try in good faith to resolve it for 30 days. This does not prevent either party from seeking urgent equitable relief.

Any lawsuit will be brought only in the state courts located in Pinellas County, Florida, or the United States District Court for the Middle District of Florida, and each party consents to their jurisdiction and venue. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS. Claims may be brought only individually, not as a plaintiff or class member in a class or representative proceeding.

23. Notices

We send operational and account notices by email to your owners or through the Service. Legal notices to you go to the email address of your organization’s primary owner, or the notice address in your Order. Legal notices to us go to Environmental Nexus LLC, 7901 4th Street North, Suite 300, St. Petersburg, FL 33702, with a copy by email to [email protected]. Email notices take effect when sent, and mailed notices when received.

24. Changes to these terms

We may update these terms. We will tell organization owners at least 30 days before a material change takes effect, except where a change is required by law or concerns a new feature, in which case it may take effect sooner. If you object to a material change, you may end your subscription before the change takes effect and receive a refund of prepaid fees for the remaining term; otherwise, continuing to use the Service after that date means you accept the change. Changes do not alter a signed Order during its current term unless you agree.

25. General

• Assignment: neither party may assign these terms without the other’s written consent, except to an affiliate or a successor in a merger, acquisition or sale of all or substantially all of its relevant business or assets, with notice to the other party.
• Subcontractors: we may use subcontractors and subprocessors to provide the Service, as our Data Processing Addendum describes, and remain responsible for their performance.
• Force majeure: neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, hurricanes, war, terrorism, labor action not involving its own staff, government action, utility or internet failures not caused by it, or outages of public data sources; this does not excuse payment obligations.
• Export and sanctions: each party will comply with United States export control and sanctions laws. You represent that you are not located in, and will not let the Service be used from, a country or by a person subject to United States embargo or sanctions.
• Government users: the Service is commercial computer software and commercial computer software documentation provided under these terms as allowed by FAR 12.212 and DFARS 227.7202. State and local government customers may agree a rider with us that adjusts these terms where their law requires.
• Independent parties: the parties are independent contractors, and these terms create no partnership, agency, employment or fiduciary relationship. There are no third-party beneficiaries.
• Waiver and severability: failing to enforce a provision is not a waiver. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect.
• Order of precedence: if documents conflict, this order applies: a signed Order, then the Data Processing Addendum (for personal information), then these terms, then the Acceptable Use Policy and Documentation. Terms in a purchase order or other business form of yours do not apply, even if we accept or sign it.
• Entire agreement: these terms, your Orders and the documents they refer to are the parties’ entire agreement about the Service and replace all earlier agreements and understandings about it. Electronic acceptance and electronic signatures are binding.

26. Contact

Environmental Nexus LLC, 7901 4th Street North, Suite 300, St. Petersburg, FL 33702. Legal notices: [email protected]. Help: [email protected].