Terms of service

The agreement

These terms are a contract between Plansyx, Inc. (“Plansyx”, “we”) and the organisation or person using our services (“you”, the “Customer”). They apply when you browse plansyx.com, sign in to the dashboard, call the API, or receive any Plansyx output.

If you have signed an order form, master agreement or pilot agreement with us, that document governs and these terms fill the gaps. Where the two conflict, the signed document wins. If you are accepting on behalf of an organisation, you confirm you are authorised to bind it.

Two related documents form part of this agreement: Privacy policy and Intended use. The second one matters more than most terms pages: it defines the decisions our outputs are built to support and the decisions they must not be used for.

Definitions

• Services: the Plansyx platform, dashboard, geospatial API, batch scoring, alerts, exports, model documentation and supporting analysis.
• Customer Data: anything you load into the Services, such as a portfolio, asset register, corridor inventory, claims history or site list.
• Outputs: risk layers, indices, probabilities, scenarios, scores, alerts, certificates and reports the Services produce, including anything derived from Customer Data.
• Third Party Data: public or licensed datasets we ingest, such as NASA, NOAA, ECMWF, USDA and USGS products.
• Documentation: the model cards, validation reports, methodology notes and the Intended use page.

What we provide

We provide forward looking hazard intelligence across drought, wildfire and flood on one prediction engine, delivered through a dashboard, an API and scheduled exports, at the service levels stated in your order form.

We improve the Services continuously. Model versions change, layers are added, and methodology is refined. We will not materially reduce the functionality you have paid for during a paid term without notice. Where a model version changes in a way that alters Outputs materially, we record it in the model documentation and version history so you can reproduce a prior result.

What Plansyx is not

We supply the risk intelligence, product design, pricing analytics and trigger verification layer that sits underneath a policy. A licensed carrier or reinsurer supplies the licence, the capital and the payout. Nothing in the Services is an offer of insurance or a promise that any policy will pay.

Outputs are decision support. They are probabilistic estimates produced by models, not statements of fact, guarantees of future events, or professional advice. You remain responsible for the decisions you take, for the suitability of any Output for your purpose, and for compliance with the insurance, utility, environmental and consumer protection rules that apply to you.

The permitted and prohibited uses in Intended use are part of this agreement. Using an Output for a purpose listed as out of scope is a breach of these terms.

Accounts and acceptable use

Keep credentials confidential, use individual accounts rather than shared logins, and tell us promptly at contact@plansyx.com if you suspect unauthorised access. You are responsible for activity under your accounts.

You agree not to:

• resell, sublicense, or provide the Services or Outputs to a third party as a standalone product, except as your order form allows;
• use Outputs to train, fine tune, benchmark or develop a competing hazard model or dataset;
• scrape, bulk download or systematically extract Outputs beyond your contracted volumes, or circumvent rate limits;
• reverse engineer the Services, except to the extent that restriction is unenforceable by law;
• remove attribution, model version identifiers or uncertainty information from an Output;
• present an Output as more certain, more precise or more authoritative than the Documentation states;
• use the Services unlawfully, or in any way that endangers life or property contrary to Intended use.

Customer Data

Customer Data is yours. You grant us a non exclusive licence to host, process, transmit and display it solely to provide and support the Services, and to produce the Outputs you ask for.

We do not use Customer Data to train models that serve other customers unless you agree in writing and separately to that use. We may use aggregated, de-identified operational statistics, such as query volumes and error rates, to run and improve the platform.

You are responsible for having the rights to supply Customer Data to us, and for the lawfulness of its collection. Where it contains personal information we act as your processor under the Privacy policy and the data processing addendum.

On termination we will return or delete Customer Data as your contract specifies. Records we must keep for an archived Trigger Certificate, or that law requires us to keep, are the exception, and they stay subject to the confidentiality obligations here.

Third Party Data

The Services incorporate public and licensed datasets. NASA EOSDIS imagery is used courtesy of the Worldview and GIBS services, part of the Earth Science Data and Information System. Other layers come from NOAA, ECMWF, USDA, USGS and equivalent providers.

Third Party Data is supplied by its producers on their own terms, and those terms flow through to you. We do not warrant its accuracy, completeness, continuity or availability, and a provider may change, delay or withdraw a dataset without notice to us. Where that materially degrades an Output, we will tell you and describe the effect.

Attribution requirements travel with the data. If you redistribute a permitted Output that embeds Third Party Data, keep the attribution intact.

Outputs and licence

Subject to payment and to these terms, we grant you a non exclusive, non transferable, worldwide licence during your subscription term to use Outputs internally for your own risk decisions, and to include them in reports to your regulators, reinsurers, auditors and boards where the report identifies Plansyx as the source and preserves the stated uncertainty.

You may keep and continue to rely on Outputs generated during a paid term after that term ends, for record keeping, audit and the life of any contract they informed. You may not continue to call the Services.

We retain all intellectual property in the Services, the models, the methodology, the Documentation and the Outputs’ underlying structure. Nothing here transfers ownership.

Trigger Certificates

Where your contract includes parametric trigger verification, we issue an independent Trigger Certificate for each event, stating the observation, the dataset versions and the algorithm version used.

Certificates are issued on the archived data and model version specified in the relevant contract. We archive those inputs so that neither the insured nor the insurer can influence an observation after the fact, and so that a third party can reproduce the determination.

A certificate records what was observed. It does not decide coverage, interpret policy wording or authorise a payment. Those remain matters for the carrier and the policy.

Fees and payment

Fees, currency, billing frequency and volume limits are set out in your order form. Unless it says otherwise, invoices are payable within 30 days of the invoice date, fees are exclusive of taxes, and you are responsible for any withholding, sales, use or value added tax other than tax on our income.

We may charge interest on overdue amounts at the lower of 1% per month and the maximum rate permitted by applicable law, and may suspend the Services after giving you reasonable written notice and an opportunity to cure. Fees are non refundable except where these terms or your order form expressly say otherwise.

Term, suspension and termination

This agreement runs for the term in your order form and renews as that document specifies. Either party may terminate for material breach that is not cured within thirty days of written notice, or immediately if the other becomes insolvent.

We may suspend access immediately where continued access poses a security risk, breaches export or sanctions law, or involves a use listed as out of scope in Intended use. We will tell you why and restore access once the cause is resolved.

On termination your licence to call the Services ends. Sections on Customer Data, confidentiality, intellectual property, disclaimers, liability, indemnities and governing law survive.

Confidentiality

Each party will protect the other’s confidential information with at least reasonable care, use it only for this agreement, and disclose it only to people who need it and are bound by equivalent duties. This does not cover information that is public through no fault of the receiving party, was already known, is independently developed, or is lawfully received from a third party.

If disclosure is legally compelled, the receiving party will give prompt notice where it lawfully can, so the other party can seek protective relief.

Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care, in a manner consistent with the Documentation, and that we have the right to grant the licences here.

Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business or lost data, even if advised such damages were possible.

Each party’s total aggregate liability arising out of this agreement is limited to the fees you paid or owed to us in the twelve months preceding the first event giving rise to the claim.

These limits do not apply to your payment obligations, to either party’s breach of confidentiality, to the indemnities below, or to liability that cannot be limited by law, including fraud, wilful misconduct, and death or personal injury caused by negligence.

You acknowledge that the fees reflect this allocation of risk, and that decisions taken on the strength of an Output remain yours.

Indemnities

We will defend you against a third party claim that the Services, used as permitted, infringe that party’s intellectual property, and pay damages finally awarded. We may procure the right to continue, modify the Services, or terminate and refund pre paid unused fees. This does not cover claims arising from Customer Data, Third Party Data, use outside the Documentation, or combination with anything we did not supply.

You will defend us against a third party claim arising from Customer Data, from your breach of the acceptable use or intended use provisions, or from a decision you took using an Output contrary to Intended use, and pay damages finally awarded.

The party seeking indemnity must give prompt notice, allow the other to control the defence, and reasonably cooperate.

Export, sanctions and government use

You will comply with United States export control and sanctions law and any equivalent rules that apply to you. You confirm you are not located in, or ordinarily resident in, a sanctioned territory, and that you are not on a restricted party list.

If you are a United States government entity, the Services are commercial computer software and commercial computer software documentation under FAR 12.212 and DFARS 227.7202, licensed with only the rights granted here.

Changes to these terms

We may update these terms. The effective date at the top of this page reflects the current version. For customers under contract we will give at least 30 days notice of a material change by email to your named contact, and the change takes effect at your next renewal unless it is required by law or addresses a security risk.

For visitors and unpaid users, continued use after a change means acceptance.

Governing law and disputes

This agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before filing, the parties will attempt in good faith to resolve a dispute through escalation to senior representatives for thirty days.

General

This agreement, with your order form and the documents it references, is the entire agreement and supersedes prior discussions. If a provision is unenforceable, the rest stands. A failure to enforce is not a waiver. Neither party may assign without the other’s consent, except to a successor in a merger or sale of substantially all assets. There are no third party beneficiaries. Neither party is liable for delay caused by events beyond its reasonable control. Notices to us go to the address in Contact, and to you at the contact details in your order form.

Contact

Questions about these terms:

• Email: contact@plansyx.com. Put “Legal” in the subject line for contract notices.