Terms of Use

These Terms of Use ("Terms") govern your access to and use of the websites, applications, and services (collectively, the "Service") provided by Nutility, LLC ("Nutility," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract to use the Service. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms. You are responsible for safeguarding your account credentials and for all activity that occurs under your account.

2. Use of the Service

Subject to these Terms, Nutility grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes. We may add, change, or remove features at any time.

3. Acceptable use

You agree not to, and not to permit others to:

• use the Service in violation of any applicable law or regulation;
• reverse engineer, decompile, or attempt to extract the source code of the Service;
• interfere with or disrupt the integrity or performance of the Service;
• access the Service to build a competing product, or resell it without our consent;
• use the Service, or any report, sample, or other material we make available, to recreate, replicate, or benchmark our work, or to assist a competitor in doing so (see Section 6);
• upload malicious code or attempt to gain unauthorized access to any system or data.

4. Customer data

You retain all rights in the data you submit to the Service ("Customer Data"). You grant Nutility a worldwide license to host, process, and transmit Customer Data solely as necessary to provide and improve the Service. You are responsible for the accuracy and legality of Customer Data and for obtaining all necessary rights and consents.

5. Intellectual property

The Service, including all software, content, and trademarks, is owned by Nutility or its licensors and is protected by intellectual property laws. Except for the limited rights expressly granted to you, no rights are transferred to you.

6. Confidential and proprietary materials

The Service and everything we make available through it — including any reports, sample or example assessments, analyses, scores, findings, data models, crosswalks, methodologies, templates, documentation, and other artifacts we provide or that you download (collectively, "Materials") — are the confidential and proprietary property of Nutility and its licensors. Materials are made available to you solely for your own internal evaluation of, or use of, the Service, and for no other purpose. This applies whether or not a particular Material is marked "confidential."

You agree that you will not, and will not permit any third party to:

• copy, reproduce, republish, redistribute, or publicly display any Materials, in whole or in part, except as expressly permitted in writing by Nutility;
• use any Materials to recreate, replicate, reverse engineer, or derive the methods, models, scoring, structure, or know-how they embody;
• use any Materials to develop, train, benchmark, or improve a competing product or service, or to assist any third party in doing so;
• remove, obscure, or alter any proprietary, confidentiality, or copyright notice on any Materials; or
• disclose any Materials to a competitor of Nutility or to any party that offers utility GIS migration, integration, or related services.

These obligations survive any termination of your access to the Service. Nothing in these Terms transfers to you any ownership of the Materials, and Nutility reserves all rights not expressly granted. We may seek injunctive relief, in addition to any other remedy, for any actual or threatened breach of this Section.

7. Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Nutility does not warrant that the Service will be uninterrupted, error-free, or secure.

8. Limitation of liability

To the maximum extent permitted by law, Nutility will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly. Our total liability for any claim arising out of or relating to these Terms will not exceed the amounts you paid to Nutility for the Service in the twelve months preceding the claim.

9. Termination

You may stop using the Service at any time. We may suspend or terminate your access if you breach these Terms or if we reasonably believe your use poses a risk to the Service or others. Upon termination, your right to use the Service ceases immediately.

10. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will provide notice through the Service or by other reasonable means. Your continued use of the Service after the changes take effect constitutes acceptance of the revised Terms.

11. Contact

Questions about these Terms can be sent to legal@nutility.io.