Terms of Use & Beta Evaluation Agreement

Version 1.0. Effective August 22, 2026. Last modified August 22, 2026.

AUXERA TERMS OF USE & BETA EVALUATION AGREEMENT
Version: 1.0 | Effective Date: August 22, 2026 | Status: APPROVED FOR BETA USE

1. Agreement

These Terms of Use and Beta Evaluation Agreement ("Terms") govern access to and use of the Auxera software platform, websites, applications, tools, analytics, artificial-intelligence functionality, documentation and related services (collectively, the "Platform"). The Platform is operated by Auxera LLC ("Auxera," "we," "us," or "our"). By clicking "I Agree," "Create Account," "Continue," or otherwise accessing the Platform after being presented with these Terms, you electronically agree to be bound by them. If you are using Auxera on behalf of an organization, you represent that you are authorized to accept these Terms on that organization's behalf. If you do not agree, do not access or use Auxera.

2. Eligibility

You must: be at least 18 years old; have legal capacity to enter into this agreement; provide accurate account information; maintain account security; and use Auxera only for lawful professional or evaluation purposes. Auxera may refuse, restrict or terminate access where reasonably necessary to protect the Platform, users, intellectual property, security or legal compliance.

3. Beta and Evaluation Access

Certain users may receive free or limited Beta Evaluation Access. Beta access: is provided for testing, evaluation and feedback; may contain unfinished or experimental functionality; may change without notice; may be suspended or terminated at Auxera's discretion; carries no guarantee of continued availability; does not create any obligation to purchase Auxera; does not create any obligation for Auxera to offer paid services later. For accounts marked as ethics-sensitive or commercially restricted: no payment is required; no donation is required; no subscription solicitation will be displayed; access will not automatically convert into a paid account. Beta access does not constitute procurement, endorsement, sponsorship or approval by any governmental body.

4. Limited License

Subject to these Terms, Auxera grants the authorized user a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for authorized professional, evaluation or internal business purposes. This is a license to use Auxera. It is not a sale or transfer of ownership. All rights not expressly granted are reserved by Auxera.

5. Auxera Intellectual Property

Auxera and its licensors retain all right, title and interest in and to the Platform, including: source code; object code; proprietary software; software architecture; system architecture; algorithms; computational methods; models; model architecture; AI/ML systems; system prompts and orchestration logic; automation logic; workflows; BCA-related workflows; flood-mitigation workflows; disaster-management workflows; data structures; database schemas; APIs and SDKs; technical specifications; documentation; interfaces; dashboards; graphics; designs; reports and report structures; UI/UX; product designs; product roadmaps; prototypes; trademarks; logos; trade dress; product names; confidential know-how; proprietary processes; enhancements and improvements; Trade Secrets; copyrightable materials; and patentable inventions where applicable. Except for the limited license granted above, no intellectual-property rights are transferred to the user. Auxera does not claim ownership over abstract ideas, public-domain information, independently developed material, or material that cannot legally be owned.

6. Trade Secrets

Certain non-public portions of Auxera may constitute Trade Secrets or confidential commercial information where they derive independent economic value from not being generally known and Auxera takes reasonable measures to maintain their secrecy. Users receiving or accessing such information must maintain its confidentiality and may use it solely within the scope authorized by Auxera. Users may not improperly acquire, use, disclose, reproduce, distribute, or exploit Auxera Trade Secrets.

7. Prohibited Activities

To the fullest extent permitted by applicable law, users may not: copy or reproduce material portions of Auxera without authorization; reverse engineer the Platform where lawfully restrictable; decompile or disassemble software where lawfully restrictable; attempt to discover non-public source code; systematically extract Platform content; scrape Auxera without authorization; use automated extraction tools without written authorization; reproduce proprietary Auxera workflows for unauthorized commercial reuse; obtain unauthorized API access; bypass or circumvent technical access controls; share authentication credentials; sublicense, redistribute, or resell access without authorization; use unauthorized automated systems to probe Auxera; use confidential Auxera information to develop a competing implementation; or misappropriate Auxera Trade Secrets or Confidential Information. Nothing in this provision restricts rights that cannot lawfully be waived.

8. No Blanket Non-Compete

Nothing in these Terms prohibits lawful independent development or competition that does not improperly use, rely upon, disclose, derive from, or misappropriate Auxera Confidential Information, Trade Secrets, or protected intellectual property.

9. Confidential Information

Users may gain access to non-public information relating to: technology; architecture; algorithms; product functionality; development roadmaps; security systems; proprietary workflows; documentation; business strategy; pricing; customer information; demonstrations; prototypes; unreleased functionality; credentials; security architecture; and evaluation materials. Information that reasonably should be understood as confidential must be protected and may not be disclosed or used outside the authorized purpose. Confidentiality obligations do not apply to information the receiving party can establish: became public without breach; was lawfully known before disclosure; was independently developed without use of the confidential information; was lawfully obtained from an authorized third party without confidentiality restrictions; or must be disclosed pursuant to valid legal process (where reasonably possible, with advance notice to Auxera). Trade secrets remain protected for as long as they qualify for protection under applicable law.

10. User and Organization Data

Users retain ownership of information, files and materials they lawfully upload to Auxera ("User Data"), subject to rights necessary for Auxera to operate the Platform. The user grants Auxera a limited right to: host; process; reproduce as technically necessary; analyze; transmit; display; secure; back up; and otherwise process User Data solely as reasonably necessary to provide Platform functionality, perform requested operations, maintain security, troubleshoot, support users, and comply with law. Auxera does not acquire ownership of a customer's underlying engineering documents, FEMA documents, H&H information, BCA data, or project materials merely because they are uploaded to the Platform.

11. AI Training and Customer Data

Auxera does not automatically use confidential customer or project data to train generalized Auxera AI/ML systems merely because data was uploaded. Future generalized training using customer data must require an appropriate separate legal basis, privacy disclosure, organizational control, and authorization or consent where required. Voluntary product feedback remains subject to the Feedback License in Section 12.

12. Feedback

Users may voluntarily submit suggestions, ideas, feature requests, comments, corrections, and usability feedback. Providing feedback does not transfer ownership of the user's pre-existing intellectual property. However, the user grants Auxera a worldwide, perpetual, irrevocable, royalty-free right to use, incorporate, modify, implement, and commercialize voluntary feedback relating to improvement of Auxera without obligation to compensate the user. Feedback should not include third-party confidential information.

13. Responsibility for Uploaded Data

Users represent that they have the legal right to upload and process all information submitted to Auxera. Unless Auxera expressly authorizes otherwise, users must not upload: classified information; controlled national-security information; unlawfully obtained information; Social Security numbers unnecessarily; payment-card information; passwords or credentials; protected health information; criminal-justice information subject to special restrictions; legally restricted personal information; or information whose disclosure to Auxera violates another agreement. Professional and governmental users remain responsible for complying with applicable records, confidentiality, procurement, privacy and security obligations.

14. AI and Automated Outputs

Auxera may use artificial intelligence, machine learning, automated analysis, statistical methods, computational models, and rule-based systems. Outputs may contain errors, incomplete information or uncertainty. Auxera outputs are intended to support professional analysis. They do not replace: professional engineering judgment; licensed professional review; independent technical verification; FEMA determinations; GOHSEP determinations; governmental approval; legal advice; or regulatory review. Users are responsible for independently reviewing material outputs before relying upon them for professional, regulatory, financial or governmental decisions.

15. FEMA / GOHSEP / Government Disclaimer

Auxera is independently developed. Unless expressly stated through an authorized written agreement: Auxera is not affiliated with, endorsed by, sponsored by, approved by, or acting on behalf of FEMA, GOHSEP, the State of Louisiana, or any parish or governmental entity. References to public governmental methodologies, regulations or guidance do not constitute government endorsement.

16. Professional Use

Auxera may assist with: hazard mitigation; BCA workflows; engineering analysis; project documentation; disaster resilience; flood analysis; and regulatory workflows. However, the ultimate responsibility for engineering decisions; professional certifications; regulatory submissions; calculations; project designs; and representations to governmental agencies remains with the responsible user and licensed professionals where required.

17. Account Security

Users must: protect account credentials; use only their assigned accounts; not share authentication credentials; and immediately report suspected unauthorized access. Auxera may require: email verification; multi-factor authentication; session reauthentication; password or credential reset; and security verification.

18. Organization Accounts

Users may belong to organization-controlled accounts. Organization administrators may manage: membership; user access; roles; permissions; and organization content. Where an account is controlled by an employer or organization, the organization may have administrative rights over that account and related organization data. Auxera implements technical tenant isolation between organizations.

19. Acceptable Use

Use of Auxera is also subject to the Auxera Acceptable Use Policy, which is incorporated into these Terms by reference.

20. Analytics and Privacy

Auxera may collect limited usage information to operate the Platform, improve usability, understand feature adoption, identify technical problems, detect security issues, and provide support. Behavioral analytics must be configured to minimize collection of confidential project information. Non-essential behavioral analytics will not activate without applicable user consent. Additional details are provided in the Privacy Policy and Analytics Notice.

21. Third-Party Services

Auxera may integrate services such as Clerk, Microsoft Clarity, Stripe, Intercom, email-delivery providers, and hosting or cloud providers. Third-party services may have their own terms and privacy practices. Auxera is not responsible for independent third-party services outside Auxera's reasonable control.

22. Beta Availability and Suspension

Beta functionality may: contain defects; change without notice; become unavailable; be discontinued; or produce incomplete results. Auxera may modify, suspend, or discontinue Beta functionality without liability. Auxera may also suspend or terminate access where reasonably necessary due to: violation of these Terms; security threats; fraudulent or unlawful activity; unauthorized access; abuse; intellectual-property infringement; or risk to other users. Upon termination, the user's license to access Auxera ends. Provisions concerning intellectual property, Trade Secrets, confidentiality, feedback, disclaimers, liability, and dispute resolution survive termination where their nature requires survival.

23. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUXERA AND BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." AUXERA DISCLAIMS WARRANTIES NOT EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW. Nothing excludes warranties that legally cannot be excluded.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUXERA AND ITS OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AUXERA IS PROVIDED DURING THE BETA EVALUATION PERIOD WITHOUT A REQUIRED PURCHASE PRICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUXERA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A USER'S BETA ACCESS, THE PLATFORM, OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT ACTUALLY PAID BY THAT USER OR ORGANIZATION TO AUXERA FOR THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

The foregoing limitations do not apply to liability that cannot lawfully be excluded or limited.

Auxera does not warrant that Platform-generated calculations, recommendations, predictions, analyses, AI outputs, BCA outputs, flood-risk outputs, or other technical outputs are error-free or appropriate for professional or governmental reliance without independent review. Users remain responsible for appropriate professional verification before relying upon Platform outputs for engineering, regulatory, governmental, financial, funding, or project decisions.

25. Indemnification

To the fullest extent permitted by applicable law, the user and, where applicable, the organization on whose behalf the user accesses Auxera agree to defend, indemnify, and hold harmless Auxera LLC and its officers, members, employees, contractors, affiliates, licensors, and service providers from and against third-party claims, liabilities, damages, judgments, losses, costs, and reasonable attorneys' fees arising from or relating to: (a) unlawful or unauthorized use of Auxera; (b) material violation of these Terms or the Acceptable Use Policy; (c) infringement or misappropriation caused by data, documents, content, or other materials supplied by the user where the user lacked necessary rights or authorization; (d) misuse, unauthorized disclosure, or misappropriation of Auxera Confidential Information, Trade Secrets, or protected intellectual property; (e) intentional circumvention of Auxera security or access controls; or (f) use of Platform outputs without appropriate professional review where such review is reasonably necessary. Auxera shall provide reasonable notice of an indemnified third-party claim and reasonable cooperation at the indemnifying party's expense. Auxera may participate in the defense with counsel of its choosing. No settlement imposing an admission of liability, non-monetary obligation, or continuing obligation upon Auxera may be entered without Auxera's written consent. This Section does not require indemnification to the extent prohibited by applicable law.

26. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Louisiana, without regard to conflicts-of-law principles, except where applicable federal law controls.

Before commencing formal arbitration, a party asserting a dispute shall provide written notice reasonably describing the dispute and requested resolution. Where the alleged breach is reasonably capable of cure, the responding party shall have fourteen (14) days after receipt of notice to attempt to cure or resolve the matter.

Except for claims appropriately brought in a court of competent jurisdiction for temporary, preliminary, or permanent injunctive or equitable relief concerning intellectual property, Trade Secrets, Confidential Information, unauthorized access, or Platform security, disputes arising out of or relating to these Terms that cannot be resolved through the foregoing process shall be resolved by binding arbitration administered under applicable American Arbitration Association rules. Unless otherwise agreed by the parties or required by applicable law, arbitration shall take place in East Baton Rouge Parish or Orleans Parish, Louisiana. The arbitrator may award any individual remedy available under applicable law and these Terms.

Nothing in this Section prevents Auxera from seeking appropriate injunctive or equitable relief from a court of competent jurisdiction when reasonably necessary to prevent or stop actual or threatened misuse of Auxera intellectual property, Confidential Information, Trade Secrets, or Platform security.

27. Changes to These Terms

Auxera may revise these Terms. Material revisions require users to review and affirmatively accept the new version before continued access where appropriate. Auxera will retain previous document versions and acceptance records.

28. Electronic Records

Users consent to receiving contractual records, notices and disclosures electronically. Electronic acceptance has the same legal effect as signing the applicable agreement, subject to applicable law.

29. Contact

Legal inquiries and privacy requests: legal@auxera.io | Legal notice address: Auxera LLC, 352 S Foster Dr, Apt 217, Baton Rouge, LA 70806, USA