Terms & Conditions

Effective Date: December 5, 2025

Governing Law: State of Maryland, United States

PLEASE READ CAREFULLY:

These Terms govern all access to and use of the Veridian Urban Systems platform (“VUS,” “we,” “us,” “our”). By creating an account, subscribing, or using any part of the Platform, you agree to be bound by this Agreement. If you do not accept these Terms, do not use the Platform.

1. Definitions

For purposes of this Agreement:

• “Platform” means all VUS websites, dashboards, analytics tools, datasets, indicators, scoring systems, AI-generated insights, research content, models, software code, and associated services.
• “User” means any individual, institution, government, entity, or representative accessing the Platform.
• “Content” means any scoring tools, assessments, indicators, algorithms, data structures, documents, reports, graphics, models, methodologies, or other proprietary materials provided by VUS.
• “Outputs” means analytics, insights, scores, recommendations, AI interpretations, downloads, or dashboards generated by the Platform.
• “Subscription” means any paid access tier, institutional license, or enterprise agreement.
• “Uploaded Data” means information submitted by the User to the Platform for analysis.

2. Scope of Agreement

These Terms apply to all VUS services, including:

• AI-powered scoring and indicator systems
• city assessments and dashboards
• institutional analytics
• downloadable reports and indices
• pilot programs and experimental features
• advisory tools embedded in the Platform
• any future product expansions

Separate contracts may override specific provisions for enterprise clients.

3. Acceptance & Authority

By using the Platform, you:

• affirm that you are at least 18 years old
• agree to these Terms on behalf of yourself or your represented entity
• confirm authority to bind your institution, if applicable
• accept that all usage is subject to Platform monitoring for security and compliance

Unauthorized use is strictly prohibited.

4. License Grant

VUS grants a non-exclusive, non-transferable, revocable license to access the Platform for internal analytical and informational purposes.

This license does not permit:

• reproduction or distribution of VUS content
• reverse engineering or decompiling
• using VUS materials to build competing services
• sharing subscription access outside the organization
• using VUS materials to build competing services
• automated scraping or bulk extraction

All intellectual property remains the exclusive property of VUS.

5. Intellectual Property & Proprietary Rights

VUS retains full ownership of:

• index designs and question banks
• scoring methodologies and formulas
• algorithms, AI models, and analytical engines
• research materials, frameworks, dashboards, and structures
• brand assets, logos, trade dress, and strategic content

Users may not use VUS content to train models, develop derivative tools, or support independent consulting unless expressly authorized.

Violations may result in civil action, injunctive relief, and damages.

6. Subscription, Renewals & Billing

• fees are charged in advance.
• Renewal occurs automatically unless cancelled.
• Refunds are not provided except where legally required.
• Access may be suspended for non-payment.
• Pricing may change with prior notice.
• Enterprise licenses follow separate agreements.

Users are responsible for maintaining accurate payment information.

7. User Responsibilities

Users agree to:

• login credentials
• maintain compliance with all laws
• refrain from misrepresenting VUS insights
• avoid distributing Platform content to third parties
• abstain from harmful, unethical, or unauthorized activities
• use outputs responsibly, understanding limitations

Any misuse may result in immediate termination.

8. Data Rights, Uploads & Processing

Uploaded Data remains the property of the User.

By submitting data, Users grant VUS a license to:

• process the data for analytics delivery
• improve algorithms and system performance
• create anonymized, aggregated metrics
• ensure platform security

No User data will be sold.

Data handling complies with your existing Privacy Policy.

9. No Professional Advice

All Platform Outputs are informative.

VUS does not provide:

• legal advice
• investment recommendations
• engineering or financial certification
• official city planning validation
• governmental compliance directives
• public policy decisions or guarantees

Decisions influenced by VUS outputs are solely the User’s responsibility.

10. Accuracy, Completeness & Reliability

Users acknowledge that:

• outputs may include inaccuracies
• AI-generated content may misinterpret user inputs
• models depend on available data, which may be incomplete
• urban conditions evolve rapidly and exceed algorithmic prediction

VUS is not responsible for errors, omissions, or assumptions built into outputs.

11. Service Availability & Changes

VUS may modify, suspend, or discontinue features without notice due to:

• maintenance
• upgrades
• security issues
• force majeure events
• changes in technology or data sources

We do not guarantee uninterrupted access.

12. Third-Party Services

The Platform may integrate with external APIs, datasets, or services.

VUS is not responsible for:

• accuracy of external data
• downtime caused by third parties
• changes made to external systems
• breaches or failures originating from non-VUS systems

Use of third-party services is at your own risk.

13. Beta Features & Experimental Tools

VUS may provide early-access features.

These tools:

• are not guaranteed to function reliably
• may produce unstable or incomplete outputs
• may be removed without notice

Users accept full risk when using beta features.

14. Warranty Disclaimer

The Platform is provided “AS IS,” “AS AVAILABLE,” and WITHOUT WARRANTY.”

VUS disclaims all warranties, express or implied, including:

• merchantability
• fitness for a particular purpose
• accuracy of outputs
• suitability for governmental decisions
• non-infringement

15. Limitation of Liability

To the maximum extent permitted by law:

• VUS is not liable for indirect, consequential, incidental, punitive, or special damages.
• VUS is not liable for governmental, municipal, or institutional decisions based on outputs.
• VUS is not liable for business losses, lost profits, data corruption, or reputational harm.
• Total liability shall not exceed the amount paid for the subscription in the prior 12 months.

16. Indemnification

You agree to defend, indemnify, and hold harmless VUS, its owners, officers, employees, affiliates, and contractors from any claims, demands, losses, or damages arising from:

• misuse of the Platform
• violation of these Terms
• decisions or actions taken based on outputs
• data submitted by the User
• breaches of law or policy

17. Force Majeure

VUS is not liable for failure or delay caused by circumstances beyond reasonable control, including:

• natural disasters
• political instability
• network failures
• cyberattacks
• regulatory actions
• major infrastructure disruption

18. Government Use Restrictions

If the User is a government or city entity:

• access is granted only as a commercial license
• no sovereign immunity may override IP rights
• data produced by VUS may not be republished as the User’s proprietary work

19. Assignment

Users may not assign rights or obligations under these Terms without written consent.

VUS may assign this Agreement in connection with mergers, acquisitions, or restructuring.

20. Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

21. Entire Agreement

These Terms, together with the Privacy Policy and any supplemental agreements, constitute the full agreement between the User and VUS.

22. Changes to Terms

VUS may update these Terms at any time.

Continued use of the Platform constitutes acceptance of the revised Terms.

23. Contact Information

For legal notices, partnership inquiries, or support:

Email:veridian01@veridianurbansystems.com

Legal Department:

 Veridian Urban Systems, Inc.