TerraNavitas Website Terms of Use

1. Acceptance of Terms

(a) These Website Terms of Use (the "Terms") form a binding agreement between TerraNavitas, Inc. ("TerraNavitas," "we," "us," or "our") and each visitor or user ("you") who accesses any TerraNavitas website that links to these Terms (the "Site").

(b) By accessing or using the Site, you agree to these Terms. If you do not agree, you must not access or use the Site.

(c) We may revise these Terms by posting an updated version with a new "Effective Date." Changes apply prospectively, and material changes will be highlighted on the Site or via reasonable notice.

(d) The Site is provided for informational and marketing purposes. If you or your organization have entered into a separate written agreement with TerraNavitas for access to our products or services (for example, a Master Services Agreement or similar arrangement), that agreement governs your use of those products and services. These Terms apply only to your use of the Site.

2. Eligibility; Accounts; Accuracy

(a) You must be at least the age of majority in your place of residence to use the Site. The Site is not directed to children under 13, and we do not knowingly collect personal information from children via the Site.

(b) The Site is intended primarily for business and professional users in the energy, infrastructure, and related sectors. By using the Site, you represent that you are acting in a professional or business capacity and, where applicable, have authority to accept these Terms on behalf of your organization.

(c) You are responsible for safeguarding any account credentials used on the Site and for all activities under your account. Notify us promptly of any suspected unauthorized use.

(d) You agree that any information you submit to the Site is accurate and complete and that you will maintain and update it as needed.

3. Permitted Use; Prohibited Conduct

(a) You may access and use the Site for lawful purposes and in accordance with these Terms and any posted policies. You may use the Site and any content we make available (including text, graphics, images, videos, documentation, and other materials, collectively, "Content") solely for your internal, informational purposes in evaluating our products and services or learning about TerraNavitas.

(b) You must not, and must not attempt to:

• access, use, or attempt to use the Site in violation of applicable law or third-party rights;
• copy, scrape, crawl, mine, or harvest Content or data from the Site (including via automated means) beyond what robots.txt or an express API license permits;
• bypass, interfere with, or defeat security, authentication, rate-limit, or access-control measures;
• upload malware, interfere with operation of the Site, or burden our infrastructure (for example, by generating excessive traffic, launching denial-of-service attacks, or similar activity);
• reverse engineer, decompile, or disassemble any part of the Site, except where this restriction is prohibited by law;
• remove or alter proprietary notices, or use TerraNavitas marks except as expressly permitted;
• use the Site to build a competing product or service or otherwise engage in competitive analysis beyond what is reasonably necessary to evaluate whether to work with TerraNavitas; or
• use the Site in any other way that we reasonably consider abusive, harmful, or inconsistent with these Terms.

4. Content; Ownership; License to User Content

(a) The Site, including text, graphics, software, data, and other materials, and all related intellectual property rights, are owned by TerraNavitas or its licensors and are protected by law. No rights are granted except as expressly set forth in these Terms.

(b) If you submit or make available any content to the Site ("User Content"), you grant TerraNavitas a non-exclusive, worldwide, royalty-free license to host, reproduce, display, and perform that User Content solely to operate and provide the Site. You represent that you have all rights necessary for the foregoing license and that your User Content does not violate law or third-party rights.

(c) If you provide feedback, suggestions, or ideas ("Feedback"), TerraNavitas may use them without restriction or obligation to you.

5. Copyright; DMCA Policy

(a) We respect intellectual property rights and will respond to notices of alleged infringement consistent with the Digital Millennium Copyright Act ("DMCA").

(b) Designated Agent: TerraNavitas, Inc., Attn: DMCA Agent, 220 N Green Street, Suite 300, Chicago, IL 60607; dmca@terranavitas.ai.

(c) Your notice must include: (i) a signature; (ii) identification of the copyrighted work; (iii) identification of the material and its location; (iv) contact information; (v) a good-faith statement; and (vi) a statement under penalty of perjury regarding accuracy and authorization. We may remove or disable access to the material and may terminate repeat infringers.

6. Monitoring; Enforcement; Suspension

We may monitor use of the Site and enforce these Terms. We may suspend or terminate access to the Site (in whole or in part) if we believe a violation has occurred or to protect the Site, our users, or third parties.

7. Third-Party Links and Services

The Site may reference or link to third-party websites, products, or services. We do not control and are not responsible for those third parties. Your use is at your own risk and subject to the third party's terms and privacy policies.

8. International Use; Export Controls and Sanctions

You must comply with U.S. and foreign export control and sanctions laws (including the Export Administration Regulations and programs administered by the U.S. Departments of Commerce, State, and Treasury). You may not access or use the Site from or for the benefit of embargoed countries or prohibited parties, or for prohibited end uses.

9. Privacy

Your use of the Site is also subject to the TerraNavitas Privacy Policy, available at /legal/privacy. If you submit personal information via the Site, you consent to its processing in accordance with that policy.

10. Disclaimers

THE SITE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, TERRANAVITAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TERRANAVITAS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TERRANAVITAS' TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100) OR, IF GREATER, THE AMOUNT YOU PAID (IF ANY) TO USE THE SITE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE.

12. Indemnification

You will defend, indemnify, and hold harmless TerraNavitas and its affiliates, officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to your User Content or your violation of these Terms or applicable law.

13. Dispute Resolution; Governing Law; Arbitration

These Terms are governed by Delaware law, excluding conflicts rules and the CISG and UCITA.

Any dispute arising out of or relating to these Terms or the Site will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The Federal Arbitration Act governs this section. The seat and venue of arbitration is Wilmington, Delaware. There will be a single arbitrator (three for claims exceeding US$2,000,000). The arbitrator may grant any relief available in court. Judgment may be entered on the award.

Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in court to protect intellectual property or confidential information. Arbitration will be conducted on an individual basis only (no class, collective, or representative actions).

14. Changes to the Site and Terms

We may change or discontinue any part of the Site at any time without notice. We may also modify these Terms as described in Section 1.

15. Termination

You may stop using the Site at any time. We may terminate or suspend access immediately if you violate these Terms. Upon termination, Sections that by their nature should survive (including Sections 4–5 and 10–17) will survive.

16. Notices; Contact

Notices to you may be provided via the Site, by email, or by posting updated Terms. You agree to receive electronic communications. You may contact us at legal@terranavitas.ai.

17. Miscellaneous

These Terms are the entire agreement between you and TerraNavitas regarding the Site and supersede prior agreements regarding the Site. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. Failure to enforce any provision is not a waiver. We are not liable for delays or failures due to events beyond our reasonable control.