3E Company Environmental, Ecological and Engineering, LLC d/b/a 3E, and its Affiliates (collectively, “3E”) provide this Platform to you, subject to these Terms of Use (“Terms”). The Terms constitute a legal agreement between you and 3E and govern all use of this Platform, including all licensed content, information, products, and services (collectively, “Content”) provided on the Platform.

The terms, “You or “Your” shall mean an individual user, or if You are accessing the Platform under the license of an entity, You represent and warrant that You have a current and valid relationship with such entity (the “Licensee”), including without limitation, as an employee, student, professor, administrator, or authorized agent of Licensee.

If You or Your Licensee subscribed to certain Content provided on this Platform via a Master Agreement, Order Form, addendum or otherwise (“Agreement”), then these Terms shall supplement such Agreement. In the event of conflict, the terms of the Agreement shall take precedence over any conflicting or inconsistent provisions in these Terms, except as otherwise indicated herein.

BY ACCESSING, OR USING THE PLATFORM, OR ANY CONTENT ON THE PLATFORM, YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

3E reserves the right to change or update these Terms from time to time, with or without notice to you; effective immediately. Each time You access this Platform, or any Content on this Platform You agree to be bound by the Terms then in effect. If, at any time, You do not wish to accept the Terms, You may not access or use the Platform.

Please review our Privacy Notice for a description of 3E’s privacy practices and an explanation of how 3E may use any personal information we may collect on the Platform.

1. Intellectual Property. Notwithstanding anything in the Agreement to the contrary You acknowledge: The technology and Content provided on the Platform are owned by or licensed to 3E and protected by United States and international intellectual property laws. Subject to the limited license grant herein, the Platform and Content, and all intellectual property and other rights, title and interest therein, including copyrights, trade secrets, and all rights in patents, compilations, inventions, improvements, modifications, configurations, derivative works, processes, methods, designs and know-how (regardless of whether copyrightable or patentable) pertaining to any of the foregoing belong to 3E, and its licensors, as applicable. The Content was developed, compiled, prepared, revised, selected, and arranged by 3E, its licensors, and others (including certain information sources) (individually and collectively, the “IP Rights Holders”) through the application of methods and standards of judgment developed and applied through expenditure of substantial, time, effort, and money, and constitute valuable intellectual property of the IP Rights Holders. You acknowledge and agree that You have no ownership rights in or to the Content and that no such rights are granted under these Terms. Any trademarks, service marks, trade names and logos appearing on the Platform or Content are trademarks of 3E and/or its licensors.
2. License Grant; Use Rights. 3E grants to You a limited, non-exclusive, non-transferable, non-sublicensable, time-limited, revocable right and license to access and use the Platform, including all Content contained therein only as expressly permitted in these Terms and any applicable Agreement. The Content is solely for Your internal use or for Your use with Your external business partners, including Your vendors, or customers in the normal course of Your Business, and shall not be used for any illegal purpose or in any manner inconsistent with any applicable Agreement.
3. Restrictions. Notwithstanding anything in the Agreement to the contrary: You shall not directly or indirectly: (a) access, use or permit use of, reproduce, license, sublicense, rent, lease, sell, resell, transfer, assign edit, alter, copy, reproduce, modify, create derivative works from, distribute, scrape, or otherwise make available to any third party any of the Content or Platform; (b) reverse engineer, decompile, disassemble, extract, or otherwise derive or attempt to derive or otherwise attempt to identify or discover any source code, object code, underlying ideas, underlying structure, or underlying user interface techniques, or algorithms of any part of the Content or Platform, or other software provided or made available by 3E; (c) defeat or attempt to defeat any security mechanism of any Content or Platform from which such Content is made available; (d) remove, obscure, or alter any trademark or copyright, confidentiality or other rights notice or legend appearing on the Platform or in any Content provided or made available by 3E; (f) access or use the Content or Platform for purposes of competitive analysis of the Content or Platform or the development, provision, or use of a competing software service or product; (g) input, upload, transmit, or otherwise provide to or through the Platform, any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus, worm, malware, or other malicious computer code; (h) create, store, maintain, compile, aggregate data, or use Content or any portion thereof in an archival library, file site, database, data warehouse, or other searchable repository except as expressly permitted by these Terms or as set forth in an Agreement; (i) download data from the Content with the intent of using such data as a substitute for purchasing a subscription;(j) use the Content, or any data forming part thereof to: (i) develop, enhance, train, structure, run or test any Artificial Intelligence, or (ii) in conjunction with trained Artificial Intelligence, in each case whether such Artificial Intelligence is solely data driven, involves human intervention, or both; or (k) knowingly permit any third party to do any of the foregoing. For purposes of these Terms, “Artificial Intelligence” shall mean a system or model that is intended to generate data, mine data, identify patterns in data, or produce insights or correlations, or make predictions, recommendations, or decisions; and operates using machine learning, logic, knowledge-based approaches, or other approaches designed to approximate cognitive abilities.
4. Suspension and Termination. 3E reserves the right, in its sole discretion, to revoke access and use, or suspend, terminate, or otherwise deny Your access to or use of all or any part of the Platform or Content if: (a) You no longer have a valid relationship with Your Licensee; (b) the underlying Agreement expires or is terminated; (c) 3E receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires 3E to do so; or (d) 3E believes, in its sole discretion, that: (i) You have failed to comply with any provision of these Terms, or accessed or used the Platform or Content beyond the scope of the rights granted or for an unauthorized purpose; or (ii) You are, or have been involved in any fraudulent, misleading, or unlawful activities. Notwithstanding anything in the Agreement to the contrary, upon termination for any reason whatsoever, You shall discontinue Your access to the Platform and cease use of any Content or downloaded Content.
5. Registration, Access, and Security. You shall gain access to the Platform using a unique username and password (a “UserID”), which may be used by You to access the Platform. You represent that any registration information provided to 3E is accurate and truthful. You shall promptly inform 3E of any updates to your registration information. Each registration is for a single user only. You agree to treat your UserID as confidential and to not disclose such UserID, either directly or indirectly, to any person. You agree to securely log-out when not using the Platform, to not leave unattended any devices which are logged into the Platform, and to generally restrict access relating to the security of Your account. User IDs may not be shared or used by more than one individual. You are responsible and liable for all access to and use of the Platform and Content through You or otherwise occurring under Your UserID, regardless of by whom.
6. Fees and Charges. Your use and access to the Platform and Content is subject to timely payment, of all fees required under the applicable Agreement.
7. Feedback. You agree that submission of any ideas, suggestions, analysis, enhancement requests, comments and recommendations related to 3E’s Platform, Content, or Beta Products (collectively “Feedback”) is at Your own risk. You represent and warrant that You have all rights necessary to submit all such Feedback. You hereby irrevocably assign and agree to assign to 3E all right, title and interest in or to any and all such Feedback for any and all internal, public, commercial, and non-commercial purposes. You agree that 3E shall have the perpetual, irrevocable, and worldwide right to use, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter derived without any renumeration, compensation, or credit to You.
8. Disclaimers of Warranties. THE PLATFORM ANDCONTENT PROVIDED TO YOU BY 3E, INCLUDING WITHOUT LIMITATION, ANY THIRD-PARTY CONTENT SHALL BE ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. 3E DOES NOT MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE PLATFORM OR CONTENT, OR AS TO THE RESULTS TO BE ATTAINED BY YOU OR OTHERS FROM THE USE OF THE PLATFORM OR CONTENT. YOU HEREBY ACKNOWLEDGE THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. YOUR USE OF THE PLATFORM OR CONTENT IS AT YOUR OWN RISK, AND 3E DOES NOT BEAR ANY RESPONSIBILITY FOR ANY LOSSES RESULTING FROM YOUR (OR YOUR LICENSEE’S) USE OF THE CONTENT GENERATED OR PROVIDED ON THE PLATFORM. NONE OF THE CONTENT CONSTITUTES ACTUAL LEGAL, REGULATORY, OR OTHER PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY 3E, ITS AFFIALIATES, OR ANY OTHER CONTENT PROVIDER. IF LEGAL OR OTHER PROFESSIONAL ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS, ADVICE, CONCLUSIONS, LEGAL OPINIONS, RECOMMENDATIONS MADE OR GIVEN AS A RESULT OF THE USE OF THE PLATFORM AND CONTENT, INCLUDING WITHOUT LIMITATION ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON CONTENT, OR INCORPORATING OR REFERENCING THE CONTENT. NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED WITH 3E, ITS AFFILIATES, OR ANY SUPPLIER OF CONTENT THROUGH USE OF THE PLATFORM.
9. NO LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL 3E HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ACCESSING THIS PLATFORM, THE CONTENT, AND/OR THE BETA PRODUCTSTHROUGH YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WITH RESPECT TO THE SUBJECT MATTER OF THE TERMS, THE CONTENT, THIS PLATFORM AND/OR THE BETA PRODUCTS, INCLUDING, BUT NOT LIMITED TO, IN RESPECT OF ANY LOSS OF PROFITS, LOSS OF REVENUE, LOST BUSINESS, LOSS OF OPPORTUNITY REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED OR ADVISED TO 3E.
10. Indemnification. You agree to indemnify, defend, and hold 3E, and its employees, contractors, agents, suppliers, and partners harmless from any and all claims, suits, actions, liabilities, losses, costs, damages, expenses, and any other liabilities, including without limitation attorneys’ fees, arising out of or related in any manner to Your breach or alleged breach of these Terms or for any violation or alleged violation of the rights of any other person or entity.
11. Choice of Law. These Terms have been made in and will be construed and enforced solely in accordance with the laws of the United States and the State of New York, USA as applied to agreements entered into and completely performed in the State of New York, without reference to conflicts-of-law principles.
12. Waiver and Severability. Failure to insist on strict performance of any of the provisions of these Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver by 3E of any right under these Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms shall continue in effect.
13. Export Controls. You represent and warrant that You are not (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties. You hereby agree that (i) You will comply with all applicable Sanctions and Export Control Laws, (ii) You are solely responsible for ensuring that the Platform, Content, and any Beta Products are used in accordance with all applicable Sanctions and Export Control Laws, and (iii) You will not re-export or transfer the Platform or any of its Content, or any Beta Products, in any form, directly or indirectly, to any person or entity based in Cuba, Iran, Syria, Sudan, South Sudan, or North Korea.
14. For Users of 3E’s Beta Products. 3E may make certain 3E services, products, or functionalities available to You prior to commercial release for preliminary evaluation and testing (the “Beta Products”). Subject to these Terms, 3E grants a limited, revocable, non-transferable, non-assignable, non-exclusive, right and license to You to use the Beta Products solely for limited business and testing purposes. 3E reserves the right to, in its sole discretion, to: (a) revoke access and use of the Beta Products at any time, (b) measure Your use of the Beta Products, (c) validate certain features or functionality of the Beta Products, and/or (d) provide services or support necessary to maintain the Beta Products. You have no other rights and/or license in or to the Beta Products, other than those expressly granted herein. You agree to provide Feedback (as defined above) to 3E concerning the functionality and performance of the Beta Products from time to time as reasonably requested by 3E, including, without limitation, identifying potential errors and improvements. You further agree to treat the Beta Products and any information related to their performance, features, or functionality as confidential and You shall not disclose such confidential information to any third party without the prior written consent of 3E.

3E DOES NOT REPRESENT OR WARRANT THAT THE BETA PRODUCTS WILL OPERATE ERROR-FREE OR ON AN UNITERRUPTED BASIS. THE BETA PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FOR THE AVOIDANCE OF DOUBT, THE BETA PRODUCTS ARE PRE-RELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PEROFRMANCE OR COMPATIBLITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OR SERVICE OFFERING. THE BETA PRODUCTS MAY BE SUBSTANTIALLY MODIFIED OR WITHDRAWN AT ANY TIME. YOUR ACCESS TO AND USE OF THE BETA PRODUCTS ARE ENTIRELY AT YOUR OWN RISK. 3E DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO THE USE OF THE BETA PRODUCTS, ANY CONTENT CONTAINED THEREIN, AND ANY RESULTS GENERATED BY THE BETA PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA PRODUCTS.