Terms & Conditions

SUBSCAN, LLC
SERVICE TERMS AND CONDITIONS

Effective date: November 26, 2025

These Service Terms and Conditions (the “Terms”) govern all services provided by SubScan, LLC, a Florida limited liability company (“SubScan,” “we,” or “us”) to any customer (“Customer,” “you,” or “your”) identified in a quotation, proposal, work order, work authorization, or similar document that references these Terms (each, an “Order”). These Terms and the applicable Order are together the “Agreement.”

By signing an Order that references these Terms, issuing a purchase order that references an Order, or allowing SubScan to proceed with the Services, Customer agrees to be bound by this Agreement.

1. Definitions

For purposes of this Agreement:

1.1 “Services” means private underground utility locating and related services provided by SubScan, including electromagnetic locating, ground penetrating radar scanning, acoustic or sonde locating, vacuum excavation coordination, CCTV pipe inspection, survey and GPS data collection, mapping, reporting, and consulting, as described in the applicable Order.

1.2 “Deliverables” means any reports, sketches, maps, drawings, CAD files, markouts, digital data, photographs, videos, or other work product that SubScan provides to Customer as part of the Services.

1.3 “Site” means the property, right of way, or other location where Services are performed, as identified in the Order.

1.4 “Order” means any quotation, proposal, work order, or similar document issued by SubScan and accepted by Customer that describes specific Services, locations, and pricing and that references these Terms.

2. Structure of the Agreement and Precedence

2.1 Agreement components. Each Order that references these Terms, together with these Terms, is a separate Agreement for the project described in that Order.

2.2 Precedence. If there is a direct conflict between an Order and these Terms, the Order controls only with respect to project-specific commercial details, including pricing, scope of work, Site description, and schedule. In all other respects, including risk allocation, limitations of liability, and legal terms, these Terms control.

2.3 Customer terms. Any additional or different terms in customer purchase orders, portal terms, or other documents are rejected and will be void, unless SubScan expressly agrees in a signed writing that specifically references these Terms and the Order.

3. Scope of Services and Technical Limitations

3.1 Nature of Services. SubScan provides non-destructive locating and assessment services. Services may include electromagnetic locating, ground penetrating radar (GPR), sondes and traceable rodders, acoustic methods, visual inspection, CCTV inspection, measurements, GPS or survey data collection, and preparation of Deliverables, as stated in the Order.

3.2 Inherent limitations. Subsurface locating methods have inherent limitations. Results can be affected by soil conditions, moisture content, fill material, reinforcement, nearby utilities, depth, targets that are non-metallic or very small, signal congestion, access limitations, and other factors beyond SubScan control. A failure to detect a utility or structure does not mean one is not present.

3.3 No guarantee of complete detection. SubScan does not guarantee that all utilities or subsurface structures at the Site will be identified or marked. Deliverables and field markings represent SubScan’s professional interpretation of the data collected, not a complete or perfect record of subsurface conditions.

3.4 Depth estimates. Any depths or elevations reported are estimates based on instrument response and interpretation. Actual depth or elevation may differ from reported depth. Depths and elevations must not be relied upon as exact and must be verified by safe physical exposure if precise clearance is required.

3.5 Negative or inconclusive results. A finding of “no utilities found,” “no significant anomalies,” or similar language means that SubScan did not identify utilities or anomalies using the methods applied in the areas examined. It does not mean that the area is free of utilities or other subsurface conditions. SubScan fees apply regardless of whether utilities or anomalies are found.

3.6 Not engineering, design, or survey unless stated. Unless an Order specifically states otherwise, the Services are not engineering, land surveying, or design services and are not intended to replace engineering judgment, construction means and methods, or any statutory or regulatory requirements.

4. Customer Responsibilities and 811 Compliance

4.1 One Call responsibilities. Customer is solely responsible for complying with all applicable dig notice and One Call laws and regulations, including contacting 811 or the appropriate One Call center, obtaining required locates from facility owners, and following all requirements relating to excavation near public utilities.

4.2 Use of SubScan Services. SubScan Services supplement, but do not replace, One Call or facility owner locates. Use of SubScan Services does not relieve Customer of any legal obligations under applicable law.

4.3 Site information and access. Customer will:

a) Provide accurate Site information, including plans, existing locates, and known or suspected utility information.
b) Provide SubScan with reasonable access to the Site and to any buildings or areas that must be entered to perform the Services.
c) Ensure that obstructions such as stored materials, vehicles, and debris are removed where reasonably necessary to perform the Services.

4.4 Safe work environment. Customer is responsible for providing a safe work environment at the Site, including compliance with applicable safety laws and regulations, and for disclosing known hazards such as contamination, confined spaces, unstable ground, or aggressive animals.

4.5 Pre-excavation photographs. SubScan may take pre-excavation and work-in-progress photographs or video of the Site solely for documentation and record-keeping purposes. Customer authorizes SubScan to do so, subject to any reasonable security or confidentiality requirements notified in writing in advance.

5. Accuracy of Markings, Depths, and Tolerance Zones

5.1 Marking approximations. Paint or flag markings are approximate visual indications of interpreted utility or anomaly position at the ground surface. Actual alignment and depth may vary.

5.2 Tolerance zones and safe exposure. Within an appropriate horizontal distance on each side of any marking (the “tolerance zone”), mechanized excavation must not be used until utilities are safely exposed and verified by hand digging, vacuum excavation, or other safe excavation methods. The recommended tolerance zone will depend on Project requirements and applicable law. At a minimum, Customer agrees to follow all legally mandated tolerance zones and safe digging practices.

5.3 Depth verification. Where accurate depth or elevation information is critical for design or construction, Customer must expose utilities or structures by hand-digging, vacuum excavation, or another appropriate method before relying on clearance measurements.

5.4 Marks can be disturbed. Markings can be removed, obscured, or altered by weather, traffic, grading, or other site activities. If Customer believes markings have been altered or if excavation will occur after markings may have changed, Customer must contact SubScan to request re-marking. Re-marking may be billed at SubScan’s current rates unless otherwise specified in the Order.

6. Deliverables, Ownership, and License

6.1 Ownership. SubScan owns all right, title, and interest in and to the Deliverables, field data, methods, processes, and any intellectual property used or developed in connection with the Services, except for Customer-provided materials.

6.2 License. Subject to full payment of all amounts due, SubScan grants Customer a non-exclusive, non-transferable license to use Deliverables internally for Customer project planning, coordination, and construction at the Site identified in the Order. Any broader use, including reproduction for third parties, public posting, or use on other projects, requires SubScan’s prior written consent.

6.3 No modification. Customer must not alter Deliverables in a way that could misrepresent SubScan findings. If revisions are required, Customer may request them from SubScan, which may charge additional fees.

6.4 Third-party reliance. Deliverables are prepared for Customer’s benefit. SubScan does not owe a duty to any other person or entity that receives or uses Deliverables, unless SubScan has agreed in writing that a specific third party may rely on them.

7. Fees, Invoicing, and Payment

7.1 Rates and minimums. Rates, mobilization, mapping fees, and any minimum charges (for example, a four-hour minimum per field visit) are described in the Order or SubScan, then current rate schedule referenced in the Order.

7.2 Invoices. Unless otherwise stated in the Order, SubScan will invoice upon completion of the Services or periodically as work progresses.

7.3 Payment terms. Unless otherwise specified, invoices are due in full within thirty (30) days of the invoice date.

7.4 Interest and collection costs. Any undisputed amount not paid when due may accrue interest at one and one-half percent (1.5 percent) per month, or the maximum rate permitted by law, whichever is less, from the due date until paid. Customer will reimburse SubScan for the reasonable costs of collecting overdue amounts, including reasonable attorneys’ fees.

7.5 Disputed amounts. If Customer disputes a portion of an invoice, Customer must notify SubScan in writing within fifteen (15) days of the invoice date, describe the disputed amount, and pay the undisputed portion. The parties will work in good faith to resolve the dispute.

8. Cancellation, Rescheduling, and Standby Time

8.1 Customer cancellation or rescheduling. Customer may cancel or reschedule a scheduled field visit by providing written notice to SubScan. Unless the Order states otherwise, the following charges apply:

a) More than forty-eight (48) hours before the scheduled start time: no cancellation fee.
b) Between twenty-four (24) and forty-eight (48) hours before the scheduled start time: a fee equal to fifty percent (50 percent) of the applicable minimum field charge stated in the Order.
c) Less than twenty-four (24) hours before the scheduled start time, or if SubScan is unable to perform due to Customer-caused access, safety, or readiness issues: a fee equal to one hundred percent (100 percent) of the applicable minimum field charge, plus any non-refundable travel or third-party costs incurred.

8.2 Standby and delay. If SubScan personnel are on Site but cannot perform Services due to access, safety, or readiness issues outside SubScan’s control, SubScan may charge standby time at its then-current hourly rates, subject to any minimums stated in the Order.

9. Warranties and Disclaimers

9.1 Limited services warranty. SubScan warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted practices for private utility locating and similar services in the region.

9.2 Exclusive remedy. Customer’s exclusive remedy for a material breach of the warranty in Section 9.1 is, at SubScan’s option, either reperformance of the affected Services or a refund of the fees paid for the portion of the Services that are nonconforming.

9.3 Disclaimer. Except for the express warranty in Section 9.1, SubScan makes no other warranties, representations, or conditions of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the generality of the foregoing, SubScan does not warrant that all utilities or subsurface conditions will be detected or accurately located.

9.4 Assumption of risk. Customer understands and accepts the inherent limitations and uncertainties described in these Terms and agrees to manage its construction and excavation activities accordingly.

10. Limitation of Liability

10.1 Exclusion of consequential damages. To the maximum extent permitted by law, neither party will be liable to the other for any lost profits, loss of use, loss of business, loss of goodwill, or any incidental, consequential, special, or punitive damages, whether based on contract, tort, negligence, strict liability, or any other theory, even if advised of the possibility of such damages.

10.2 Cap on direct damages. To the maximum extent permitted by law, SubScan total aggregate liability arising out of or related to the Agreement, whether in contract, tort, negligence, strict liability, or otherwise, will not exceed the total fees actually paid by Customer to SubScan for the specific Services giving rise to the claim during the six (6) month period immediately preceding the event that gave rise to the claim.

10.3 Exceptions. The limitations in this Section 10 do not apply to liability for bodily injury or death to the extent caused directly by SubScan’s gross negligence or willful misconduct, or to Customer payment obligations.

10.4 Allocation of risk. The parties agree that the limitations in this Section 10 are a material part of the Agreement, pricing, and risk allocation.

11. Indemnification

11.1 Customer indemnity. Customer will defend, indemnify, and hold harmless SubScan and its members, managers, employees, and agents from and against any third-party claims, damages, and costs, including reasonable attorneys’ fees, arising from:

a) Customer breach of the Agreement,
b) Customer failure to comply with applicable laws, including dig notice and One Call requirements,
c) unsafe conditions at the Site not created by SubScan, or
d) Customer or its contractors’ failure to follow safe excavation practices, including failure to verify utility depth and location within tolerance zones,

in each case, except to the extent caused by SubScan’s gross negligence or willful misconduct.

11.2 SubScan indemnity. To the extent required by applicable law and subject to the limitations in Section 10, SubScan will defend and indemnify Customer from third-party claims for bodily injury or tangible property damage to the extent directly caused by SubScan’s gross negligence or willful misconduct in performing the Services.

11.3 Indemnification procedure. The party seeking indemnity must give prompt written notice of any claim, allow the indemnifying party to control the defense and settlement (subject to reasonable input from the indemnified party), and cooperate reasonably at the indemnifying party’s expense.

12. Confidentiality

12.1 Confidential information. “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including business information, technical information, and any non-public Site or infrastructure information.

12.2 Obligations. Each party will use the other party’s Confidential Information only for purposes of the Agreement and will not disclose it to third parties except to employees, subcontractors, or advisors who need to know it and are bound by confidentiality obligations at least as protective as those in this Section.

12.3 Exceptions. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was already lawfully known to the receiving party, is received from a third party who did not acquire or disclose it in violation of a duty, or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

12.4 Compelled disclosure. A party may disclose Confidential Information to the extent required by law or court order, provided it gives reasonable prior notice to the other party (to the extent legally permitted) and cooperates with any reasonable efforts to limit or protect the disclosure.

13. Term, Suspension, and Termination

13.1 Term. These Terms remain in effect from the Effective Date until SubScan replaces them with updated terms on its website. Each Order has the term stated in that Order.

13.2 Suspension. SubScan may suspend performance of Services if Customer fails to pay undisputed amounts when due or if SubScan reasonably determines that Site conditions create an immediate safety risk that cannot be corrected promptly.

13.3 Termination for cause. Either party may terminate an Order upon written notice if the other party materially breaches the Agreement and does not cure the breach within thirty (30) days after receiving written notice describing the breach.

13.4 Effect of termination. Upon termination, Customer will pay SubScan for all Services performed and costs incurred through the effective date of termination, including reasonable demobilization costs. Rights and obligations that by their nature should survive will survive, including payment obligations, ownership, warranty disclaimers, limitations of liability, indemnity, and confidentiality.

14. Force Majeure

Neither party will be liable for failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including severe weather, acts of God, war, terrorism, labor disputes, pandemics, power failures, governmental actions, or failure of third party communications or transportation systems, provided that the affected party uses reasonable efforts to mitigate the effects and resume performance.

15. Governing Law, Venue, and Miscellaneous

15.1 Governing law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict of law rules.

15.2 Venue. Any legal action arising out of or relating to this Agreement will be brought exclusively in the state courts located in Escambia County, Florida, or the federal court for the Northern District of Florida, Pensacola Division, and each party consents to the jurisdiction of those courts.

15.3 Jury trial waiver. To the maximum extent permitted by law, each party waives any right to a trial by jury in any action arising out of or relating to this Agreement.

15.4 Assignment. Customer may not assign the Agreement without SubScan’s prior written consent, except to a successor by merger or sale of substantially all assets that assumes the Agreement. SubScan may assign the Agreement to an affiliate or in connection with a sale of its business.

15.5 Independent contractor. SubScan is an independent contractor and not an employee, agent, or joint venturer of Customer.

15.6 No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.

15.7 Notices. Formal legal notices must be in writing and sent to the addresses listed in the Order or as updated in writing, by personal delivery, certified mail, or recognized overnight courier.

15.8 Entire agreement and amendments. The Agreement is the entire agreement between the parties for the Services described in the Order and supersedes all prior discussions and understandings. Any amendment or waiver must be in a written document signed by both parties.

15.9 Severability. If any provision of this Agreement is held invalid, the remaining provisions will remain in full force, and the invalid provision will be replaced with a valid provision that most closely reflects the parties’ original intent.