Terms of Service

Effective Date: July 4, 2026

Welcome to Verdant. Please read these Terms of Service ("Terms") carefully before using the planning and permitting software platforms, websites, and services (collectively, the "Service" or "Platform") provided by Lucent Technologies, Inc. ("Verdant", "we", "us", or "our"), headquartered in Arlington, VA.

By accessing or using the Service, or by signing an Order Form or other agreement that references these Terms, you ("Customer", "User", "you", or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a local government, municipality, agency, or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1. Description of Service

Verdant provides a proprietary software-as-a-service (SaaS) platform that delivers end-to-end workflow automations for local government planning and permitting processes. The Platform includes features for:

Receiving and processing permit and planning applications;
Analyzing documents and application materials using artificial intelligence;
Ingestion and parsing of PDFs and application documents;
Triaging and managing communications between applicants, reviewers, and local government personnel;
Generating documents based on applications and reviewer comments; and
AI-driven research against local ordinances and regulations.

2. Eligibility and Account Registration

2.1 Authorized Users

Access to the Platform is restricted to personnel authorized by the Customer ("Authorized Users"). Customer is responsible for maintaining the confidentiality of all user credentials, accounts, and passwords.

2.2 Account Security

Customer must ensure that Authorized Users do not share accounts. Customer is responsible for all activity that occurs under its accounts and agrees to notify Verdant immediately of any unauthorized access, suspected security breach, or compromised credentials at security@verdantapp.com.

3. License and Use Rights

3.1 Granted License

Subject to compliance with these Terms and payment of all applicable fees, Verdant grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the subscription term to access and use the Service solely for Customer’s internal government operations and permitting workflows.

3.2 Prohibited Use

Customer and its Authorized Users shall not:

Copy, modify, duplicate, frame, mirror, or create derivative works from any part of the Platform;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service;
Sell, resell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Service;
Use the Service to store or transmit malicious code, viruses, or infringing, libelous, or otherwise unlawful material;
Interfere with or disrupt the integrity or performance of the Platform or third-party data contained therein; or
Attempt to gain unauthorized access to the Platform, its related systems, or networks.

4. Customer Data and Privacy

4.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to all data, documents, files, and information submitted, uploaded, or processed by Customer or Authorized Users in connection with the Service ("Customer Data").

4.2 Use of Customer Data

Customer grants Verdant a non-exclusive, worldwide, royalty-free, fully paid-up license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, maintain, support, secure, and improve the Service, including the tuning of local AI models, subject to strict confidentiality and privacy obligations.

4.3 Personally Identifiable Information (PII)

To the extent Customer Data contains PII, Verdant shall manage, process, and protect such data in accordance with its online Privacy Policy, applicable data protection laws, and any executed Data Processing Addendum (DPA). Access to PII within Verdant is strictly controlled through role-based access controls (RBAC) and restricted on a least-privilege basis.

4.4 Public Information

Any information explicitly marked or intended for public disclosure (such as public planning applications, public records, and public-facing permitting portals) may be made publicly available through the Service without confidentiality obligations.

5. Security and Availability

5.1 Security Program

Verdant maintains a comprehensive information security program designed to protect the confidentiality, integrity, and availability of Customer Data. Our security commitments include:

Logical access controls restricting data access based on role;
Use of industry-standard encryption for Customer Data both in transit (using HTTPS) and at rest;
Continuous monitoring, vulnerability scanning, and regular third-party penetration testing; and
Incident response procedures, including breach notification commitments in alignment with applicable regulations.

5.2 Hosting and Infrastructure

The Platform is hosted on secured cloud infrastructure provided by Amazon Web Services (AWS) and Google Cloud Platform (GCP). Physical, environmental, and infrastructure security controls are maintained by these subservice organizations and monitored annually by Verdant.

5.3 Availability and Support

Verdant strives to achieve high availability for the production environment. Scheduled maintenance will be communicated in advance, and critical operational issues will be triaged in accordance with standard support procedures.

6. Intellectual Property Rights

Verdant and its licensors retain all right, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to:

The Platform, software, user interfaces, documentation, and underlying technologies;
Any suggestions, feedback, enhancement requests, or recommendations provided by Customer or Authorized Users; and
Any aggregated, anonymized, or de-identified data generated from the use of the Service, provided such data cannot identify any individual or the Customer.

7. Fees and Payment

7.1 Fees

Customer agrees to pay all fees specified in the applicable Order Form, Service Agreement, or invoice. Except as otherwise provided, all payment obligations are non-cancelable and fees paid are non-refundable.

7.2 Invoicing and Taxes

Invoices are issued in accordance with the billing frequency outlined in the agreement. Fees are exclusive of any taxes, levies, or duties imposed by taxing authorities, and Customer is responsible for paying all such taxes.

8. Term and Termination

8.1 Subscription Term

These Terms remain in effect for the subscription duration specified in the applicable Order Form or Service Agreement, including any renewal terms.

8.2 Termination for Cause

Either party may terminate these Terms for cause:

Upon thirty (30) days' written notice to the other party of a material breach, if such breach remains uncured at the end of the period; or
Immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

8.3 Effect of Termination

Upon termination or expiration of the subscription:

All licenses granted to Customer shall immediately terminate, and Customer must cease all access to and use of the Service;
Customer Data will be handled, retained, or deleted in accordance with Verdant's Data Management Policy and applicable public records laws; and
Any outstanding unpaid fees shall become immediately due and payable.

9. Warranty and Disclaimers

9.1 Service Warranty

Verdant warrants that the Platform will perform substantially in accordance with the product documentation under normal use. Customer's sole and exclusive remedy for a breach of this warranty shall be for Verdant to use commercially reasonable efforts to correct the non-conforming functionality.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." VERDANT MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORILY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. VERDANT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPATIBLE WITH ANY CUSTOMER-SIDE OPERATING SYSTEMS OR WEB BROWSERS OTHER THAN THOSE GENERALLY SUPPORTED.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, REGARDLESS OF THE FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

IN NO EVENT SHALL VERDANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO VERDANT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

11. Governing Law and Jurisdiction

These Terms, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the Commonwealth of Virginia, without regard to its conflicts of laws rules. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in or serving Arlington, VA, and each party consents to the personal jurisdiction and venue therein.

12. Contact Information

If you have any questions or concerns regarding these Terms, or if you need to submit formal notices under this agreement, please contact:

Lucent Technologies, Inc. (dba Verdant)
Attn: Legal & Security Operations
Arlington, VA
Email: security@verdantapp.com