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Copyright © 2024 Enverus
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OPENINVOICE ® TERMS OF USE
BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM, OR (3)
USING ENVERUS PRODUCTS OR SERVICES (including on a trial basis), YOU ARE
AGREEING TO THIS AGREEMENT. IF AN INDIVIDUAL IS ACCEPTING THIS AGREEMENT ON
BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY
HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM
“SUBSCRIBER” SHALL REFER TO SUCH ENTITY, OTHERWISE “SUBSCRIBER” SHALL REFER TO
THE INDIVIDUAL ACCEPTING THIS AGREEMENT.
1. Product Access. During the Term and subject to Subscriber’s compliance with
this Agreement, Enverus grants Subscriber a limited, non-exclusive,
non-transferable, non-sublicensable, revocable license for Users to use
Enverus Products solely for Internal Use. Products shall not be shared with
affiliates or any third parties unless otherwise agreed to by Enverus in
writing. Additional Users or Products may be added pursuant to an email
submitted or confirmed by Subscriber. The Products are subject to usage
limits specified in the Order Form and Documentation. If Subscriber exceeds
usage limits, Subscriber will execute an Order Form for additional
quantities of the applicable Products promptly upon Enverus’ request and/or
pay any invoice for excess usage in accordance with the “Invoicing and
Payment” section below. Enverus may suspend or terminate access to all
Enverus Products if Subscriber or any User is suspected of violating this
Agreement.
2. Internal Use.
a. As used herein, “Internal Use” means ordinary use for internal business
purposes solely for the benefit of Subscriber (not including affiliates
unless specified on the applicable Order Form). Upon request from
Enverus, Subscriber shall demonstrate and discuss the scope of such use
with Enverus.
b. If Subscriber uses Enverus Products or Enverus Data to create projects,
designs, reports, or other documents that are accessible by any third
party, then:
i. Any included Enverus Data shall be limited to individual data
points in text (not a database).
ii. Any included images or tables based on Enverus Data must be static
image files (e.g., pdf or jpeg, not xls or csv) that do not display
specific data points and from which it is not possible to reverse
engineer, extract, or manipulate such data.
iii. Any such projects, designs, reports, or other documents may be
provided to third parties only on an ad-hoc, asynchronous basis
(not as part of a regular distribution, software product, or
webpage and not updated in real-time or in accordance with a
regular schedule) in a manner that is not capable of use
substantially as a substitute for the Enverus Data or Products.
iv. Subscriber shall attribute Enverus by prominently including
“Source: Enverus” and shall provide Enverus a copy upon request.
c. “Internal Use” does not include the following and Subscriber shall not
and shall not permit or authorize any third party to:
i. Extend any warranties on behalf of Enverus or imply that Enverus is
responsible for reliability, accuracy, completeness, or currency of
any information.
ii. Provide any third party with packages or summaries of Enverus Data
or any material marked “Confidential” or “Not for distribution.”
iii. Use Enverus Products, Enverus Data, or any Enverus API other than
for the Internal Use or sell, lease, license, sublicense, rent,
loan, share, pledge, or otherwise transfer, with or without
consideration, all or any part of Enverus Products or Enverus Data
or permit third parties or Subscriber personnel that are not Users
to benefit from them, including a timesharing, rental, outsourcing,
service bureau, networking, hosted service, or other arrangement.
iv. Use Enverus Products, Enverus Data, or any Enverus API (1) to
produce a commercial product or develop software in any form; (2)
to build, develop, or provide any third parties or Subscriber
personnel that are not Users with any software, code, scripts,
models, interpretations, training data, apps, platforms, exchanges,
websites, widgets, plugins or other tools; or (3) modify, copy, or
create derivative works, packages, or summaries of any Products,
Enverus Data, or Enverus API or any part, feature, function or user
interface thereof.
v. Reverse engineer, decompile, decrypt, or disassemble Products, or
attempt to de-aggregate or de-anonymize any data or information
that has been aggregated or anonymized, remove proprietary notices
or labels, use any robot, spider, or other automated method (other
than an Enverus API) to access, download, or reproduce Enverus
Data, or use Products in a way that causes a denial of service for
other users or interferes with or unduly burdens performance.
vi. Disclose or permit any third party to use confidential information
of Enverus, including (i) Enverus Data, (ii) Documentation or
technical information related to Enverus Products, and (iii) the
provisions of this Agreement (including pricing).
d. Subscriber is authorized to employ Artificial Intelligence (“AI”) tools
such as large language models, neural networks, and similar technology,
to enhance its utilization of the Enverus Products or analyze/interpret
Enverus Data for Internal Use. This usage shall comply with Subscriber’s
obligations under this Agreement, including maintaining the
confidentiality of the Enverus Products and Enverus Data. Subscriber
expressly agrees that:
i. API Platform Uploads. Subscriber may upload Enverus Data or Product
output to third-party or external AI platforms (e.g., Microsoft
Copilot). However, Subscriber represents and warrants that such
uploads are only to Subscriber-controlled internal instances and
that such platforms do not utilize the uploaded Enverus Data or
Enverus Product output for AI enrichment or training purposes or
make such data otherwise available or accessible to any third
parties.
ii. Prohibition on Commercial Product Development. Subscriber shall not
use any AI in conjunction with Enverus Data or Enverus Product
output to create or develop any products or services intended for
commercial sale. This includes, but is not limited to, software,
derivative datasets, or consulting deliverables.
3. Subscriber Responsibilities. Subscriber is responsible for all activities
of its Users, obtaining and maintaining any Subscriber equipment and any
ancillary services needed to connect to, access, or use Enverus Products.
Subscriber shall: (a) be responsible for Users’ compliance with this
Agreement; (b) be responsible for the accuracy, quality and legality of
Subscriber Data, the means by which Subscriber acquired Subscriber Data,
Subscriber’s use of Subscriber Data with Enverus Products, and the
interoperation of any Non-Enverus Applications with which Subscriber uses
Products; (c) use commercially reasonable efforts to prevent unauthorized
access to or use of Products, and notify Enverus promptly of any such
unauthorized access or use; (d) use Products only in accordance with this
Agreement and applicable laws and government regulations. Upon request from
Enverus, Subscriber shall certify in writing that Enverus Products are
being used in accordance with this Agreement.
4. Fees and Payment.
a. Fees. Subscriber will pay all fees specified in Order Forms. Except as
otherwise specified herein or in an Order Form, (i) fees are based on
Products purchased and not actual usage, (ii) payment obligations are
non-cancelable and fees paid are non-refundable, and (iii) quantities
purchased cannot be decreased during the relevant subscription term.
b. Invoicing and Payment. Fees will be invoiced in advance and otherwise in
accordance with the relevant Order Form. Unless otherwise stated in the
Order Form, fees are due net 30 days from the invoice date. Subscriber
is responsible for providing complete and accurate billing and contact
information to Enverus and notifying Enverus of any changes to such
information.
c. Overdue Charges. If any invoiced amount is not received by Enverus by
the due date, then without limiting Enverus’ rights or remedies, those
charges may accrue late interest at the rate of 1.5% of the outstanding
balance per month, or the maximum rate permitted by law, whichever is
lower.
d. Suspension of Product Access. If any charge owing by Subscriber is 30
days or more overdue, Enverus may, without limiting its other rights and
remedies, suspend access to all Enverus Products until such amounts are
paid in full, provided Enverus has given Subscriber at least 10 days’
prior notice that its account is overdue in accordance with the
“Notices” section below.
e. Taxes. Enverus fees do not include any taxes, levies, duties, or similar
governmental assessments of any nature, including, for example,
value-added, sales, use or withholding taxes, accessible by any
jurisdiction whatsoever (collectively, “Taxes”). Subscriber is
responsible for paying all Taxes associated with its purchases
hereunder. If Enverus has the legal obligation to pay or collect Taxes
for which Subscriber is responsible under this section, Enverus will
invoice Subscriber and Subscriber will pay that amount unless Subscriber
provides Enverus with a valid tax exemption certificate authorized by
the appropriate taxing authority. For clarity, Enverus is solely
responsible for taxes assessable against it based on its income,
property, and employees.
f. Accounts under $10,000 per year. All small business subscribers under
$10,000 per year must have a valid credit card or ACHon file for billing
purposes. Payment methods will be securely stored and automatically
billed upon renewal, unless timely cancellation notice is received.
Alternative payment methods (e.g., check by mail) are acceptable, but if
not received on time, the payment method on file will be charged.
Failure to maintain a valid credit card or ACH payment method on file
may result in suspension or termination of the Enverus Subscription
5. Term and Termination.
a. Term of Agreement. This Agreement commences on the date Subscriber first
accepts it or accesses any Products and continues until all
subscriptions hereunder have expired (i.e., the latest date on an
applicable Order Form) (the “Term”), unless otherwise terminated as
described below.
b. Term of Subscription. The Term of each Subscription shall be as
specified in the applicable Order Form. SUBSCRIPTIONS WILL AUTOMATICALLY
RENEW FOR ADDITIONAL PERIODS, WHICH SHALL BE THE LONGER OF (1) ONE YEAR
OR (2) THE SAME LENGTH OF THE PREVIOUS TERM (EACH, A “RENEWAL TERM”),
UNLESS OTHERWISE SPECIFIED IN AN ORDER FORM OR EITHER PARTY GIVES THE
OTHER NOTICE OF NON- RENEWAL AT LEAST 90 DAYS BEFORE THE END OF THE
RELEVANT SUBSCRIPTION TERM. UNLESS OTHERWISE AGREED TO IN WRITING, RATES
FOR A RENEWAL TERM WILL BE ENVERUS’ THEN-CURRENT MARKET RATE.
c. Termination. A party may terminate this Agreement and any Order Form (i)
for a material breach if such breach is not cured within thirty (30)
days after giving written notice to the breaching party or (ii) for
convenience upon ninety (90) days’ written notice.
d. Refund or Payment upon Termination.
i. By Subscriber. If this Agreement is terminated by Subscriber for
material breach in accordance with the “Termination” section above,
Enverus shall pay to Subscriber, within thirty (30) days, a pro rata
refund for any prepaid fees covering the remainder of the term of
the Order Form after the effective date of termination. If this
Agreement is terminated by Subscriber for convenience in accordance
with the “Termination” section above, Subscriber shall pay to
Enverus, within thirty (30) days, any unpaid fees for the full Term,
including any Renewal Term in accordance with Section 5b. Any fees
that otherwise would have become due later in the Term shall
accelerate and immediately become due and payable. In no event will
termination relieve Subscriber of its obligation to pay any fees
payable to Subscriber.
ii. By Enverus. If this Agreement is terminated by Enverus for material
breach in accordance with the “Termination” section above,
Subscriber will pay any unpaid fees for the full Term, including any
Renewal Term in accordance with Section 5b. Any fees that otherwise
would have become due later in the Term shall accelerate and
immediately become due and payable. If this Agreement is terminated
by Enverus for convenience in accordance with the “Termination”
section above, Enverus shall issue a pro rata refund to Subscriber
for any prepaid fees covering the period after the effective date of
termination.
e. Results of Termination. Upon termination or expiration of the Agreement
(i) all rights, licenses, and access to Enverus Products terminate; (ii)
Subscriber shall promptly destroy all copies (including copies in email)
of all Enverus Data in Subscriber’s possession or control; (iii)
Subscriber shall cause each User to certify that it has completed these
procedures and provide such certifications to Enverus; and (iv) Enverus
may pursue any remedies available at law or in equity. Subscriber may
retain Enverus Data to the extent necessary to comply with applicable
law or archival policies, subject to continued application of this
Agreement. If Subscriber’s Product access changes, this provision shall
apply to Products to which Subscriber no longer has access. If
Subscriber makes any material misrepresentations to Enverus or
materially violates Section 2 of this Agreement or this Section 5e, then
until such violations are cured and all provisions of this Section 5e
have been complied with, Subscriber shall pay Enverus an amount per day
equal to three times Subscriber's most recent annual fees divided by
365, as liquidated damages and not as a penalty, which Subscriber agrees
is reasonable given the difficulty in determining actual damages.
6. Representations, Warranties, Exclusive Remedies, and Disclaimers.
a. Representations. Each Party represents that it has validly entered into
this Agreement and has the legal power to do so.
b. Enverus Warranties. Enverus warrants that:
i. The Products will perform materially in accordance with the
applicable Documentation.
ii. Enverus will maintain appropriate administrative, physical, and
technical safeguards for protection of the security,
confidentiality, and integrity of Subscriber Data. Those safeguards
will include measures designed to prevent unauthorized access to or
disclosure of Subscriber Data (other than by Subscriber’s Users).
iii. For any breach of an above warranty, Subscriber’s exclusive
remedies are those described in the “Termination” and “Refund or
Payment upon Termination” sections above.
c. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ENVERUS DISCLAIMS ANY
AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY, TITLE, OR NON- INFRINGEMENT, AND ANY
WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING, TO
THE MAXIMUM EXTENT PERMITTED BY LAW. ENVERUS DOES NOT REPRESENT OR
WARRANT THAT THE PRODUCTS WILL MEET REQUIREMENTS OR THAT THEY ARE
SUITABLE FOR NEEDS OR THAT THE DATA OR RESULTS ARE CORRECT, ACCURATE,
TIMELY, COMPLETE, SUITABLE, OR RELIABLE. PROPRIETARY DATA IS COMPILED
FROM SOURCES BEYOND ENVERUS’ CONTROL AND ERRORS, GAPS, AND INACCURACIES
MAY EXIST. THE PRODUCTS AND PROPRIETARY DATA ARE PROVIDED ON AN “AS IS
WITH ALL FAULTS” BASIS WITHOUT WARRANTIES OF ANY KIND. SUBSCRIBERASSUMES
ALL RISK OF ERRORS AND OMISSIONS IN THE PRODUCTS AND PROPRIETARY DATA.
THE PRODUCTS ARE A SUPPLEMENT TO, NOT A SUBSTITUTE FOR, THE KNOWLEDGE,
EXPERTISE, SKILL, AND JUDGMENT OF PROFESSIONALS. SUBSCRIBER ACCEPTS ALL
RISKS IN ITS USE OF THE PRODUCTS INCLUDING BUT NOT LIMITED TO ANY
INVESTMENT, ACQUISITION, DEVELOPMENT, PRODUCTION ORFINANCIAL DECISIONS.
NO INFORMATION OBTAINED THROUGH USE OF THE PRODUCTS SHALL CONSTITUTE
INVESTMENT ADVICE, TRADING RECOMMENDATIONS, OR TRADING INFORMATION.
THESE DISCLAIMERS SHALL APPLY REGARDLESS OF ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY. SOME OF THE ABOVE MAY NOT APPLY IN
JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.
7. Indemnification.
a. Enverus Indemnity. Subject to Section 7c, Enverus shall defend,
indemnify, and hold harmless Subscriber against any action to the extent
based on a claim that the unmodified Products infringe a patent,
copyright, or trademark (“IP Claim”). If adjudged to infringe, Enverus
shall, at its option (i) procure for Subscriber the right to continue
using Enverus Products, (ii) modify or replace Enverus Products so that
they do not infringe, or (iii) terminate the Agreement and refund the
part of the pre-paid fee applicable to period after termination. Enverus
shall have no liability for claims based on: (1) use of other than
current, unaltered Products, (2) use of Products in combination with
non-Enverus products, software, services, or data, (3) third-party
software or data, or (4) failure to use Enverus Products in accordance
with the Documentation, this Agreement, or for their intended purpose.
THE FOREGOING STATES THE ENTIRE LIABILITY OF ENVERUS AND THE EXCLUSIVE
REMEDY OF SUBSCRIBER WITH RESPECT TO CLAIMS OF INFRINGEMENT OF ANY KIND.
b. Subscriber Indemnity. Subject to Section 7c, Subscriber shall defend,
indemnify, and hold harmless Enverus and its affiliates against any
claims, actions, losses, liabilities, injuries, expenses, costs
(including all reasonable attorneys’ fees and costs of litigation), and
damages, resulting from or arising out of: (i) a third-party’s claim
that the combination of a non-Enverus application or configuration used
with Enverus Products infringes or misappropriates such third-party’s
intellectual property rights, (ii) Subscriber’s misuse of Enverus
Products in an unlawful manner or in violation of this Agreement.
SUBSCRIBER’S OBLIGATIONS SHALL APPLY EVEN IF RESULTING FROM A BREACH OF
CONTRACT, STRICT LIABILITY OR VIOLATION OF THE TEXAS DECEPTIVE TRADE AND
PRACTICES ACT.
c. Conditions. The indemnified party shall: (i) promptly notify the
indemnifying party in writing of any claim (failure to provide such
prompt notice shall only affect the rights of an indemnified party to
the extent that such failure has a prejudicial effect on the defenses or
other rights available to the indemnifying party), (ii) allow the
indemnifying party to have sole control of the defense and all related
settlement negotiations (the indemnified party may retain independent
counsel at its own expense), and (iii) provide the indemnifying party
with the information, authority and assistance necessary to perform the
indemnifying party’s obligations under this Section.
8. Limitation of Liability. NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE
UNDER ANY LEGAL THEORY, WHETHER TORT (INCLUDING WITHOUT LIMITATION
NEGLIGENCE), CONTRACT, STRICT LIABILITY, STATUTORY, OR OTHERWISE, FOR ANY
SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF
REVENUE, PROFITS, GOODWILL, USE, OR DATA OR THE COST OF PROCUREMENT OF
SUBSTITUTE PRODUCTS OR DATA, RELATING TO THIS AGREEMENT OR THE USE OR
INABILITY TO USE THE PRODUCTS, EVEN IF APPRISED OF THE POSSIBILITY OF SUCH
DAMAGES IN ADVANCE. ENVERUS’ CUMULATIVE AND AGGREGATE LIABILITY IN
CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES PAYABLE BY
SUBSCRIBER TO ENVERUS IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT
GIVING RISE TO SUCH LIABILITY MINUS ANY AMOUNTS PREVIOUSLY PAID BY ENVERUS
TO SUBSCRIBER IN SATISFACTION OF ANY LIABILITY UNDER THIS AGREEMENT. THIS
SECTION 8 FAIRLY ALLOCATES THE RISKS BETWEEN THE PARTIES AND IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND
APPLIES NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS
AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW
LIMITATION OF LIABILITY FOR CERTAIN DAMAGES SO SOME OF THESE LIMITATIONS
MAY NOT APPLY. THIS SECTION SHALL NOT APPLY TO INDEMNIFICATION OBLIGATIONS
OR VIOLATIONS OF SECTIONS 2 OR 5.
9. Data Processing.
a. Personal Data. Our privacy policy describes our practices regarding our
collection and use of personal information in the course of our
business, including the course of providing Enverus Products to the
Subscriber. In particular, our privacy policy describes the types of
personal information we collect; how we collect, use, and share personal
information; our legal basis for using personal information; how long we
keep personal information; how we protect personal information; the
countries to which we may transfer personal information, and the rights
of individuals regarding their personal information. Our privacy policy
is accessible on our website at https://www.enverus.com/privacy-policy/.
It is updated from time to time, so we encourage you to review it
regularly. The Subscriber represents and warrants to Enverus that any
personal information which the Subscriber provides to us is collected,
used, and shared by the Subscriber in accordance with applicable data
protection laws. In no event shall Enverus retain, use, sell or disclose
any personal information or data that we have received from Subscriber
for any purpose other than for the specific purpose of providing Enverus
Products specified in this Agreement, except as may be required by law.
To the extent Personal Data from the European Economic Area (EEA), the
United Kingdom or Switzerland are processed by Enverus, the Standard
Contractual Clauses of the General Data Protection Regulation (GDPR), as
further set forth in an applicable data processing addendum, and/or, if
applicable, Enverus’ commitments under the Data Privacy Framework shall
apply. For the purposes of the Standard Contractual Clauses, Subscriber
is the controller and data exporter. Subscriber's acceptance of this
Agreement shall be treated as its execution of the Standard Contractual
Clauses and Appendices. Upon request by Subscriber made within 30 days
after the effective date of termination or expiration of this Agreement,
Enverus will make Subscriber Data available to Subscriber for export or
download. After such 30-day period, Enverus will have no obligation to
maintain or provide any Subscriber Data.
b. Anonymized Data. Anonymized Data refers to information or data that has
been collected and aggregated from multiple sources or individual data
points derived from Product usage into anonymized form. This process is
done to protect the privacy and confidentiality of the original source
while providing valuable insights and trends into our Products, and is
used for statistical analysis, reporting, research, and development
purposes. Subscriber acknowledges and agrees that Enverus may collect,
store, and use such information for any lawful business purpose. Enverus
may disclose such Anonymized Data to third parties without restriction.
Anonymized Data shall not include any sensitive or personal information.
This Section 9 does not give Enverus the right to identify Subscriber as
the source of the Anonymized Data.
c. Subscriber Data. Enverus will maintain administrative, physical, and
technical safeguards for protection of the security, confidentiality,
and integrity of Subscriber Data. Those safeguards will include, but
will not be limited to, measures for preventing access, use,
modification, or disclosure of Subscriber Data by Enverus personnel
except (a) to provide Enverus Products and prevent or address service or
technical problems, (b) as compelled by law in accordance with the
“Confidentiality: Compelled Disclosure” section below, or (c) as
expressly permitted in writing by Subscriber. Subscriber warrants that
the Subscriber Data will not infringe the Intellectual Property rights
or other legal rights of any person or third party, and will not breach
the provisions of any law, statute, or regulation, in any jurisdiction.
If a data processing addendum (“DPA” available at www.enverus.com/wp-
content/uploads/2022/10/Enverus-Standard-DPA-Oct-2022-v2.docx.pdf) is
agreed to by Subscriber and Enverus, then the DPA shall be incorporated
herein. Subscriber shall not upload, transmit, or store any Subscriber
Data that could be reasonably considered Personally Identifiable
Information (PII) within Enverus Products without obtaining prior
written consent from Enverus. Enverus shall not be liable for any
damages, losses, or claims arising from Subscriber’s violation of this
provision.
10. Ownership / Feedback / Reference. The Products, Enverus Data, Anonymized
Data, and all derivatives thereof and all patents, copyrights, trade secret
rights, trademarks, trade names and other proprietary rights associated
therewith are the valuable, exclusive property of Enverus protected by
contract and intellectual property laws. This Agreement does not transfer
or assign any ownership rights to Subscriber or anyone else, nor shall
Subscriber challenge Enverus’ ownership of such property. Enverus reserves
the right to alter Enverus Products, implement user priorities, implement
rules for use, discontinue certain functional aspects of Enverus Products,
or add, withdraw, or alter any Enverus Data. Any ideas, feedback,
suggestions, corrections, alterations, improvements, additional data
points, requests, questions, comments, results of any test or evaluation
and the like provided by Subscriber to Enverus (“Feedback”), including any
enhancement, improvements, or new features to same, will be the property of
Enverus. Subscriber hereby assigns and agrees to assign to Enverus all
right, title and interest worldwide in the Feedback and the related
intellectual property rights. Enverus may publicly identify Subscriber as a
customer, including on its website, government filings, and in marketing
materials.
11. Unauthorized Use. Enverus may utilize security keys and other enforcement
mechanisms in Enverus Products. Subscriber shall not attempt to defeat or
circumvent any encryption, security, or enforcement mechanisms. Subscriber
will prevent unauthorized use of Enverus Products and immediately notify
Enverus of any unauthorized use. Subscriber will require each User to keep
its user ID and password for Enverus Products confidential and not share
user IDs with other companies or individuals. If Subscriber or any User
suspects that any of its passwords have been disclosed or made known to any
other person or if any User ceases to be an employee or contractor of
Subscriber, Subscriber will immediately notify Enverus at
support@enverus.com. Enverus shall have the right to suspend, cap, limit,
or disable file transfers, downloads, and exports as part of Product
design, to protect Enverus Data, or to facilitate operations.
12. Additional Security Measures. Subscriber may need to enable additional
security measures, such as two-factor authentication, in order to access
particular features of some Enverus Products. If Subscriber subsequently
removes those security features, Subscriber or Users may not be able to
continue to access particular features of the applicable Enverus Products.
13. Confidentiality.
a. Definition of Confidential Information. “Confidential Information” means
all information disclosed by a party (“Disclosing Party”) to the other
party (“Receiving Party”), whether orally or in writing, that is
designated as confidential or that reasonably should be understood to be
confidential given the nature of the information and the circumstances
of disclosure. Confidential Information of Subscriber includes
Subscriber Data; Confidential Information of Enverus includes Enverus
Products, Enverus Data, pricing, business and marketing plans,
technology and technical information, product plans and designs, and
business processes. However, Confidential Information does not include
Anonymized Data or any information that (i) is or becomes generally
known to the public without breach of any obligation owed to the
Disclosing Party, (ii) was known to the Receiving Party prior to its
disclosure by the Disclosing Party without breach of any obligation owed
to the Disclosing Party, (iii) is received from a third party without
breach of any obligation owed to the Disclosing Party, or (iv) was
independently developed by the Receiving Party.
b. Confidential Information. The Receiving Party will use the same degree
of care that it uses to protect the confidentiality of its own
confidential information of like kind (but not less than reasonable
care) (i) not to use any Confidential Information of the Disclosing
Party for any purpose outside the scope of this Agreement, and (ii)
except as otherwise authorized by the Disclosing Party in writing, to
limit access to Confidential Information of the Disclosing Party to
those of its and its Affiliates’ employees and contractors who need that
access for purposes consistent with this Agreement and who have signed
confidentiality agreements with the Receiving Party containing
protections no less stringent than those herein. Neither party will
disclose the terms of this Agreement or any Order Form to any third
party other than its Affiliates, legal counsel, and accountants without
the other party’s prior written consent, provided that a party that
makes any such disclosure to its Affiliate, legal counsel or accountants
will remain responsible for such Affiliate’s, legal counsel’s, or
accountant’s compliance with this “Confidentiality” section.
c. Compelled Disclosure. The Receiving Party may disclose Confidential
Information of the Disclosing Party to the extent compelled by law to do
so, provided the Receiving Party gives the Disclosing Party prior notice
of the compelled disclosure (to the extent legally permitted) and
reasonable assistance, at the Disclosing Party's cost, if the Disclosing
Party wishes to contest the disclosure. If the Receiving Party is
compelled by law to disclose Confidential Information as part of a civil
proceeding to which the Disclosing Party is a party, and the Disclosing
Party is not contesting the disclosure, the Disclosing Party will
reimburse the Receiving Party for its reasonable cost of compiling and
providing secure access to that Confidential Information.
14. Force Majeure. Enverus shall not be liable for any loss or liability
related to a Force Majeure event. Such events include electrical outages,
fires, floods, extraordinary weather conditions, earthquakes, acts of God,
pandemics, equipment failures, DoS/DDoS or similar attacks, connection
problems, weather, strikes, walkouts, riots, armed conflicts, terrorism,
labor dispute, action of government, communications or power failure,
equipment or software malfunctions, wild beasts, acts of war, or any causes
outside the reasonable control of Enverus. Enverus shall have no
responsibility to provide access to Enverus Products during such delays or
interruption regardless of the cause and shall not be deemed to be in
breach of this Agreement as a result thereof.
15. Third Party Content. The Products may contain data obtained from data
providers or other third parties, content posted by customers, and links to
third-party websites or resources (“Third-Party Content”). Enverus is not
responsible for external sites or resources and has no control over, does
not endorse, and does not make any representations or warranties with
respect to Third-Party Content. Enverus is not responsible or liable for
any damage related to use of or reliance on any Third-Party Content.
Subscriber shall evaluate, and bear all risks associated with, the use of
any Third-Party Content, including any reliance on the accuracy,
completeness, or usefulness. Subscriber’s correspondence or business
dealings with, or participation in promotions of, providers of Third-Party
Content, including payment and delivery of related products or services,
and any other terms, conditions, warranties, or representations associated
with such dealings, are solely between Subscriber and such providers.
Enverus respects intellectual property rights and asks Subscriber to do the
same and reserves the right, in its sole discretion, to terminate access
for any User who is the subject of infringement notifications.
16. Assignment. Subscriber shall not transfer or assign, whether by operation
of law, merger, change of ownership, change of control or otherwise, this
Agreement or any of the rights conferred or obligations imposed by this
Agreement, without Enverus’ written permission, which may be withheld in
Enverus’ sole discretion. No transfer or assignment shall discharge any
obligations under this Agreement. Attempted assignment in violation of this
provision shall be void and of no effect. Subject to the foregoing, this
Agreement shall inure to the benefit of and be binding upon the Parties’
and their respective permitted successors, transferees, and assigns. If
Subscriber acquires or is acquired by another Enverus customer or its
affiliate (regardless of the form of the transaction), Subscriber's fee may
be increased to account for the combined entity.
17. Relationship of the Parties. This Agreement shall not create or establish
an agency, partnership, or joint venture between the Parties and the
Parties jointly and severally disclaim any such relationship. The Parties
are acting solely as independent contractors and neither Party owes any
fiduciary, special, implied, or other duty to the other Party.
18. Waiver of Trial by Jury. IN ANY JUDICIAL PROCEEDINGS, THE PARTIES KNOWINGLY
AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL,
WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL
BE DECIDED BY A JUDGE WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE
UNDER APPLICABLE LAW.
19. Enverus Contracting Entity, Notices, Governing Law, and Venue. The Enverus
entity entering into this Agreement, the address to which Subscriber should
direct notices under this Agreement, the law that will apply in any dispute
or lawsuit arising out of or in connection with this Agreement, and the
courts that have jurisdiction over any such dispute or lawsuit, depending
on where the Subscriber is domiciled, shall be as follows:
If Subscriber is domiciled in:
The Enverus entity entering into this Agreement is:
Notices should be addressed to:
Governing Law:
Courts with exclusive jurisdiction are:
The United States of America or any nation besides Canada or Spain
Enverus, Inc., a Texas Corporation
2901 Via Fortuna
Building 6, Suite 100
Austin, TX, 78746
Texas and controlling United States Federal Law
Austin, Travis County, Texas, U.S.A.
Canada
Enverus Canada, Inc., an Alberta Corporation
2901 Via Fortuna
Building 6, Suite 100
Austin, TX, 78746
Alberta and controlling Canadian Federal Law
Calgary, Alberta, Canada
Spain
Enverus, Inc., a Texas Corporation
2901 Via Fortuna
Building 6, Suite 100
Austin, TX, 78746
Community of Madrid and controlling Spanish Federal Law
Madrid, Community of Madrid, Spain
Enverus may also seek injunctive or equitable relief in any court. The UN
Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transactions Act (UCITA) are specifically excluded.
Subscriber agrees that any breach of Enverus’ intellectual property rights,
including confidential or proprietary information and restrictions on use,
will cause Enverus irreparable damage for which recovery of money damages
would be inadequate, and Enverus shall therefore be entitled to obtain
injunctive relief to protect such rights. Subscriber hereby waives the
requirement of a bond in the event Enverus seeks injunctive relief. In
addition to any other relief, at law or in equity, Enverus shall be
entitled to recover from Subscriber all attorneys’ fees and any costs of
any litigation.
20. Export Controls. The Products are subject to U.S. Export Administration
Regulations. Diversion or use contrary to U.S. or other applicable law and
regulation is prohibited. Subscriber agrees not to export, import, or
transmit Products, Enverus Data or any other software or technical data to
any country or end user or for any use in (1) any countries subject to U.S.
trade embargoes (and all other nations that may from time to time be
included on such a list); or (2) any persons or entities on the U.S.
“Denied Persons List,” “Specially Designated Nationals List,” and “Entities
List;” or (3) other locations or persons prohibited by law. Subscriber
represents that neither the U.S. Bureau of Industry and Security nor any
other governmental agency has issued sanctions against Subscriber or denied
Subscriber’s export privileges.
21. Anti-Corruption. Neither Party has received or been offered any illegal or
improper bribe, kickback, payment, gift, or thing of value from an employee
or agent of the other Party in connection with this Agreement. Reasonable
gifts and entertainment provided in the ordinary course of business do not
violate the above restriction.
22. Notices. Except as otherwise specified in this Agreement, all notices
related to this Agreement will be in writing and will be effective upon (a)
personal delivery, (b) the second business day after mailing, (c) the
second business day after sending by confirmed facsimile, or (d) the day of
sending by email. Notices to Enverus will be addressed to the attention of
its Chief Legal Officer, at Enverus, Inc., 2901 Via Fortuna #100, Austin,
Texas 78746, and emailed to shawn.shillington@enverus.com. Notices to
Subscriber will be addressed to the relevant contact designated by
Subscriber on the applicable Order Form.
23. Audit. During regular business hours, following a minimum of 10 business
days’ notice, any persons designated by Enverus may have access to
Subscriber's offices or locations in order to observe the use made of
Enverus Products and to examine and inspect any computers or other devices,
as well as any books and records maintained by Subscriber in connection
with its receipt of Enverus Data, use of Enverus Products, compliance with
this Agreement, and internal safeguards designed to prevent non-compliance.
24. Amendments.
a. This Agreement may only be amended by the signed written agreement of
both parties, unless otherwise expressly permitted within the Agreement.
b. Enverus may amend any part of this Agreement on at least ninety (90)
Days’ written notice to Subscriber unless Enverus is required by
law/regulation, to implement the amendment sooner, in which case,
Enverus will provide such notice as Enverus is legally permitted.
c. Enverus may add or delete Products or Enverus Data and change its
technical specifications. Unless precluded by malfunction, emergency or
regulatory requirement, Enverus will use commercially reasonable efforts
to provide Subscriber with: (i) advance notice of any such changes; or
(ii) ninety (90) Days’ advance notice for material changes.
25. Agreement Interpretation. The Agreement constitutes the entire agreement
between the Parties and supersedes any prior or contemporaneous agreement,
whether written or oral, between the Parties with respect to Enverus
Products. Subscriber is not relying on any inducements, promises,
representations or warranties whatsoever regarding the subject matter of
this Agreement, express or implied, except for the representations and
warranties in Section 6. The Agreement shall be construed as if both
Parties equally participated in its drafting, and thus shall not be
construed against either Party as drafter. The Agreement may be modified
only in a subsequent written agreement signed by both Parties specifically
referencing this Agreement. No waiver of any provision of the Agreement by
either Party shall constitute a waiver of any remedy available as a result
of a subsequent breach of the same provision. If a court determines that
any provision of the Agreement is unlawful or unenforceable in any respect,
the court shall reform the Agreement by modifying such provision so as to
render it enforceable or, if modifying the provision is not possible, then
deleting such provision. The court shall then fully enforce the Agreement
as reformed. If any of the terms and conditions of the Agreement conflict
with any order, text, manual or other document, this Agreement shall
prevail and govern, regardless of whether such other document originated
prior or subsequent to the Agreement, or was signed or acknowledged by any
director, officer, employee, representative or agent of Enverus. Headings
are included for the convenience of the Parties and shall not be used to
define, limit, enlarge or interpret the scope of the Agreement or any of
its provisions. “Including” means including without limitation. There are
no third- party beneficiaries under this Agreement.
26. Definitions.
a. “Anonymized Data” means information or data that has been collected and
aggregated from multiple sources or individual data points derived from
Subscriber’s Product usage into anonymized form. Any identifying details
related to any specific individual or entity shall be removed.
b. “Agreement” means this Main Subscription Agreement and any Order Forms,
exhibits, schedules, and addenda attached hereto or later entered into
in the future that reference this Main Subscription Agreement, which
shall all collectively be considered one agreement.
c. “Documentation” means Enverus’ online user guides, documentation, and
help and training materials, as updated from time to time, provided by
Enverus or accessible via Enverus.com or login to the applicable
Product.
d. “Enverus Data” means all files or data that Subscriber obtains from
Enverus or by using Enverus Products, including all databases, elements,
records, documents, indexes, analyses, models, maps, tables, charts,
PDFs, APIs, Anonymized Data, and all structured, augmented, or other
value-added data derived from Subscriber Data or other data points,
regardless of the source of the underlying information.
e. “Enverus Products” means the products and services ordered by Subscriber
under an Order Form and made available by Enverus.
f. “Order Form” means an ordering document specifying Enverus Products to
be provided to Subscriber by Enverus.
g. “Party” and collectively “Parties” means Enverus and Subscriber.
h. “Subscriber” means the entity or individual with access to Enverus
Products or named in an Order Form or invoice for Enverus Products.
i. “Subscriber Data” means all files or data that Enverus obtains from
Subscriber, including as the result of Users using Enverus Products, but
does not include Enverus Data.
j. “Term” means the total length of all subscription periods specified in
an Order Form (e.g., if an Order Form includes subscriptions over a
period of three years, then the Term is three years) plus any renewal
periods.
k. “User” means an individual employee, contractor, or representative of
Subscriber who is assigned a user ID and password to access Enverus
Products. Each User must have a unique email address at a domain name
controlled by Subscriber.
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Given the multitude of devices and browsers out there, we might not be perfect.
At least not yet.
Get the most out of OpenInvoice by using a modern browser with enhanced
features, security and performance.
We'd like to hear from you if things aren't working properly on current versions
of:
* Google Chrome (Supported Platforms)
* Microsoft Edge (Supported Platforms)
* Mozilla Firefox (Supported Platforms)
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Your OS: Linux ( version . )
Your Browser: Chrome ( version 131.0 )
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