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  About | Privacy | Terms | Browsers Copyright © 2024 Enverus

  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.
     1. 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.
     2. If Subscriber uses Enverus Products or Enverus Data to create projects, designs, reports, or other documents that are accessible by any third party, then:
        1. Any included Enverus Data shall be limited to individual data points in text (not a database).
        2. 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.
        3. 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.
        4. Subscriber shall attribute Enverus by prominently including “Source: Enverus” and shall provide Enverus a copy upon request.
        1. Extend any warranties on behalf of Enverus or imply that Enverus is responsible for reliability, accuracy, completeness, or currency of any information.
        2. Provide any third party with packages or summaries of Enverus Data or any material marked “Confidential” or “Not for distribution.”
        3. 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.
        4. 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.
        5. 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.
        6. 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).
        1. 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.
        2. 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.
        1. 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.
        2. 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.
        3. 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.
        4. 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.
        5. 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.
        6. 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
        1. 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.
        2. 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.
        3. 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.
        4. Refund or Payment upon Termination.
           1. 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.
           2. 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.
           1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
           2. Enverus Warranties. Enverus warrants that:
              1. The Products will perform materially in accordance with the applicable Documentation.
              2. 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).
              3. 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.
              1. 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.
              2. 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.
              3. 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.
              1. 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.
              2. 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.
              3. 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.
              1. 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.
              2. 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.
              3. 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.

              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

              1. This Agreement may only be amended by the signed written agreement of both parties, unless otherwise expressly permitted within the Agreement.
              2. 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.
              3. 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.
              1. “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.
              2. “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.
              3. “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.
              4. “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.
              5. “Enverus Products” means the products and services ordered by Subscriber under an Order Form and made available by Enverus.
              6. “Order Form” means an ordering document specifying Enverus Products to be provided to Subscriber by Enverus.
              7. “Party” and collectively “Parties” means Enverus and Subscriber.
              8. “Subscriber” means the entity or individual with access to Enverus Products or named in an Order Form or invoice for Enverus Products.
              9. “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.
              10. “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.
              11. “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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