Terms of Service

Last Updated: April 6, 2026 

1. AGREEMENT TO TERMS

These Terms of Service ("Terms") are a legally binding agreement between Higher Elevation Software LLC ("HES," "Company," "we," "us," or "our") and the person or entity accessing or using the Site or Service ("Customer," "User," "you," or "your"). 
Website Visitors. By accessing or using our public website located at https://higherelevationsoftware.com (the "Site"), you agree to these Terms to the extent applicable to Site use. 
Customers. Use of the EHS Dashboard(R) platform and related services (collectively, the "Service") is governed by these Terms and any executed order form, statement of work, software license and subscription agreement, master services agreement, data processing addendum, or similar commercial agreement between you and HES (each, an "Order Agreement"). If there is a conflict between these Terms and an Order Agreement, the Order Agreement controls. 
If you are entering into these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity. 

2. DEFINITIONS 

"Authorized User" means an individual authorized by Customer to access and use the Service on Customer's behalf. 
"Customer Data" means data, records, files, documents, text, images, submissions, configurations, personal data, and other information submitted to, stored in, or processed by the Service for Customer. 
"Documentation" means user-facing technical or functional documentation that HES makes available for the Service. 
"Order Agreement" has the meaning set forth in Section 1. 
"Personal Data" means information relating to an identified or identifiable natural person, where applicable under law. 
"Service" means the EHS Dashboard(R) software-as-a-service platform, including related features, modules, updates, interfaces, and support services described in an applicable Order Agreement. 
"Site" means the public HES website. 
"Sub-processor" means a third-party service provider engaged by HES to process Customer Data or support delivery, hosting, maintenance, analytics, security, communications, or other operation of the Service. 

3. SITE USE 

The Site is provided for informational and business purposes only. You may not: (a) use any robot, scraper, crawler, or similar automated means to access, monitor, copy, or extract Site content, except as permitted by generally accepted search engine indexing practices or with our prior written consent; (b) interfere with, disrupt, or circumvent any security-related feature of the Site; (c) upload, transmit, or introduce any malware, virus, Trojan horse, or harmful code; (d) impersonate another person or entity or misrepresent your affiliation; or (e) use the Site in violation of applicable law. 
All Site content is provided for general information only and does not create any warranty, service level, or binding service commitment unless expressly stated in a signed writing by HES.

4. ACCESS TO THE SERVICE 

4.1 License Grant. Subject to these Terms and the applicable Order Agreement, HES grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to permit its Authorized Users to access and use the Service solely for Customer's internal business purposes. 
4.2 Authorized Users. Customer is responsible for (a) designating and managing its Authorized Users; (b) maintaining the confidentiality of login credentials; (c) ensuring Authorized Users use the Service in accordance with these Terms and the applicable Order Agreement; and (d) promptly notifying HES of any suspected unauthorized access or use. 
4.3 Customer Systems and Configurations. Customer is responsible for its own devices, networks, identity provider configurations, browser environments, local security settings, and any third-party systems or integrations it controls. 
4.4 Usage Limits. The Service may be subject to usage, site, storage, feature, or other limits described in the applicable Order Agreement. Customer may not exceed those limits without HES's prior written approval. 

5. ACCEPTABLE USE AND RESTRICTIONS 

Customer shall not, and shall not permit any third party to: (a) rent, lease, resell, sublicense, distribute, or otherwise make the Service available to any third party except Authorized Users as permitted herein; (b) reverse engineer, decompile, disassemble, copy, frame, mirror, reproduce, or create derivative works from the Service, except to the limited extent such restriction is prohibited by applicable law; (c) access or use the Service to build or support a competing product or service; (d) remove, alter, or obscure any proprietary notice or label; (e) use the Service in violation of law, including privacy, employment, export control, sanctions, or intellectual property laws; (f) attempt to gain unauthorized access to the Service or related systems; or (g) use the Service to store or transmit malicious code or unlawful material. 

6. FEES, PAYMENT, AND TAXES 

6.1 Fees. Customer shall pay all fees set forth in the applicable Order Agreement. 
6.2 Payment Terms. Unless otherwise stated in the Order Agreement, invoices are due within thirty (30) days of receipt. 
6.3 Late Payment. Late amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. 
6.4 Taxes. Fees are exclusive of sales, use, value-added, withholding, and similar taxes, duties, or levies, all of which are Customer's responsibility, excluding taxes based on HES's net income. 

7. CUSTOMER DATA 

7.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. 
7.2 Limited Processing Rights. Customer grants HES the non-exclusive right to host, use, copy, transmit, process, display, and otherwise handle Customer Data solely as necessary to provide, maintain, secure, support, and improve the Service, to comply with law, to enforce these Terms and applicable agreements, and as otherwise permitted by the applicable Order Agreement. 
7.3 Customer Responsibility for Data. Customer is responsible for the legality, quality, accuracy, and rights necessary to provide Customer Data to HES for processing through the Service. 
7.4 Exports. During the subscription term and for the limited post-termination period described in Section 13, Customer may request export of Customer Data in a commercially reasonable format supported by the Service. 

8. SECURITY, AVAILABILITY, AND COMPLIANCE 

8.1 Security Program. HES maintains a risk-based information security program designed to protect the confidentiality, integrity, and availability of the Service and Customer Data. 
8.2 Security Measures. HES maintains administrative, technical, and organizational safeguards appropriate to the nature of the Service and the risks presented. These safeguards may include, as applicable: (a) role-based and other access controls designed around least privilege; (b) multi-factor authentication for privileged or administrative access to production infrastructure; (c) encryption of data in transit; (d) encryption at rest for confidential data in HES-managed systems where applicable; (e) logging, monitoring, and alerting for HES-managed production systems; (f) vulnerability management, patching, and periodic security testing; and (g) backup, recovery, and incident response procedures. 
8.3 Shared Responsibility. Customer acknowledges that security is a shared responsibility. HES is responsible for the controls HES manages for the Service environment. Customer remains responsible for controls Customer manages, including user administration, endpoint security, identity provider settings, lawful use of the Service, third-party integrations controlled by Customer, and Customer's own retention and internal compliance requirements. 
8.4 Incident Response. HES maintains and follows an incident response process for security incidents affecting HES-managed systems. If HES confirms a security incident that materially affects Customer Data, HES will notify Customer without undue delay and in accordance with applicable law and any specific notification obligations set forth in the applicable Order Agreement. 
8.5 Availability. HES uses commercially reasonable efforts to maintain Service availability and operational reliability. Scheduled maintenance will, where practicable, be performed outside normal business hours and advance notice will be provided when feasible. Any specific uptime commitment, service credit, recovery target, or support response commitment will apply only if expressly stated in an Order Agreement or separate service level document. 
8.6 Audit and Compliance Transparency. HES may maintain third-party security attestations, assessments, and related compliance materials, including SOC 2 reports or summaries. Subject to confidentiality restrictions and, where applicable, a non-disclosure agreement, HES may provide Customer with summaries or excerpts of such materials upon written request. 
8.7 Sub-processors. HES may engage Sub-processors to support the Service. HES remains responsible for the performance of its obligations under these Terms with respect to Sub-processors to the extent required by applicable law and contract. HES may make available information regarding relevant Sub-processors and material changes in accordance with its policies or applicable contractual commitments. 

9. PRIVACY 

9.1 Privacy Policy. Use of the Site is also governed by the HES Privacy Policy, as updated from time to time. The Privacy Policy explains how HES collects, uses, discloses, and protects personal information in connection with the Site and, where applicable, the Service. 
9.2 Personal Data. To the extent HES processes personal data on Customer's behalf in providing the Service, the parties' respective rights and obligations shall be governed by these Terms, the applicable Order Agreement, and any applicable data processing addendum, privacy addendum, or similar document entered into by the parties. 
9.3 Aggregated and De-Identified Data. HES may generate and use aggregated, de-identified, or anonymized data that does not identify Customer or any individual for lawful business purposes, including analytics, security operations, service improvement, benchmarking, and product development. 

10. CONFIDENTIALITY 

10.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, pricing, security materials, technical information, and Customer Data. 
10.2 Protection Obligations. The Receiving Party shall: (a) use the Disclosing Party's Confidential Information only to perform or exercise its rights under these Terms; (b) protect it using at least reasonable care, and no less than the care it uses to protect its own similar confidential information; and (c) disclose it only to employees, contractors, advisors, and Sub-processors who need to know it and who are bound by confidentiality obligations at least as protective as those herein. 
10.3 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no breach of these Terms; (b) was already lawfully known to the Receiving Party without restriction; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. 
10.4 Required Disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, subpoena, or court order, provided it gives prior notice where legally permitted and reasonably cooperates with efforts to limit the disclosure. 

11. INTELLECTUAL PROPERTY 

11.1 HES Property. HES and its licensors retain all right, title, and interest in and to the Service, Documentation, Site, Company content, software, know-how, technology, and all related intellectual property rights. 
11.2 No Implied Rights. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer by implication, estoppel, or otherwise. 
11.3 Feedback. If Customer or any Authorized User provides comments, suggestions, enhancement ideas, or other feedback regarding the Service, HES may use that feedback without restriction or obligation, provided HES does not identify Customer publicly as the source without consent. 

12. WARRANTIES AND DISCLAIMERS 

12.1 Mutual Authority. Each party represents that it has the legal authority to enter into these Terms. 
12.2 Service Warranty. HES warrants that during the applicable subscription term, the Service will perform in all material respects in accordance with the applicable Documentation, subject to reasonable limitations inherent in software and cloud services. 
12.3 Disclaimer. Except as expressly stated in these Terms or an applicable Order Agreement, the Site and Service are provided "as is" and "as available," and HES disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. HES does not warrant that the Service will be uninterrupted, error-free, or completely secure. 

13. TERM, SUSPENSION, AND TERMINATION 

13.1 Term. These Terms begin on the earlier of the date you first access the Site or Service or the effective date of an applicable Order Agreement, and continue until terminated in accordance with these Terms or the Order Agreement. 
13.2 Suspension. HES may suspend access to the Service if necessary to prevent harm to the Service or other customers, respond to a security threat, comply with law, or address Customer's material breach, including non-payment, provided HES will use commercially reasonable efforts to limit the scope and duration of any suspension. 
13.3 Termination. Either party may terminate these Terms or an applicable Order Agreement as provided in the Order Agreement, or if no termination provision exists there, for material breach not cured within thirty (30) days after written notice. 
13.4 Effect of Termination. Upon termination or expiration: (a) Customer's right to access and use the Service ends; (b) HES may disable Customer access; and (c) subject to the applicable Order Agreement and HES's documented retention processes, HES will make Customer Data available for export for up to sixty (60) days after termination, after which HES may delete or anonymize Customer Data unless otherwise required by law or written agreement. 

14. LIMITATION OF LIABILITY 

14.1 Exclusion of Certain Damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, goodwill, business interruption, or loss of data, arising out of or relating to these Terms, even if advised of the possibility of such damages. 
14.2 Liability Cap. To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer to HES under the applicable Order Agreement during the twelve (12) months preceding the event giving rise to the claim. 
14.3 Exceptions. The exclusions and limitations in this Section do not apply to: (a) Customer's payment obligations; (b) either party's breach of confidentiality obligations, except to the extent prohibited by law; (c) Customer's violation of HES's intellectual property rights; or (d) liability that cannot be limited under applicable law. 

15. INDEMNIFICATION 

15.1 By Customer. Customer shall defend, indemnify, and hold harmless HES and its officers, directors, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses arising from or relating to: (a) Customer Data; (b) Customer's or its Authorized Users' misuse of the Service; (c) Customer's violation of law; or (d) Customer's breach of these Terms. 
15.2 Optional Reciprocal IP Provision. If HES wishes to offer a more enterprise-friendly position in negotiated agreements, HES may include a separate IP infringement defense and indemnity in the applicable Order Agreement or MSA rather than in these public Terms.

16. GOVERNING LAW AND DISPUTE RESOLUTION 

These Terms are governed by the laws of the State of Connecticut, excluding its conflict of laws principles. 
Any dispute arising out of or relating to these Terms that the parties cannot resolve through good-faith discussions shall first be submitted to non-binding mediation. If the dispute is not resolved through mediation, it shall be finally resolved by binding arbitration in New Haven County, Connecticut, before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction. 
Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual property. 

17. GENERAL 

17.1 Entire Agreement. These Terms, together with any applicable Order Agreement and incorporated attachments, constitute the entire agreement between the parties regarding the subject matter hereof. 
17.2 Order of Precedence. If there is a conflict between these Terms and an Order Agreement, the Order Agreement controls. 
17.3 Assignment. Customer may not assign these Terms without HES's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer's assets. HES may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. 
17.4 Force Majeure. Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, excluding payment obligations. 
17.5 Severability. If any provision is held unenforceable, the remaining provisions will remain in effect. 
17.6 Waiver. A failure to enforce any provision is not a waiver of that provision or any other provision. 
17.7 Amendment. HES may update these Terms from time to time. Updates will become effective upon posting to the Site or as otherwise communicated, provided that changes materially affecting Customer's rights during a current subscription term will not apply until renewal unless required by law or reasonably needed to address security, legal, regulatory, or compliance requirements. 
17.8 Notices. Legal notices to HES must be sent to the contact information below. HES may provide notices to Customer by email, account notification, or other reasonable means. 

18. CONTACT INFORMATION 

Higher Elevation Software LLC 
565 Horsepond Rd. 
Madison, CT 06443 
support@higherelevationsoftware.com