End User License Agreement

Terms of Service 

Welcome to Project Consulting Services, Inc. (PCS). Please read these terms of service (these "Terms") carefully as they form an agreement between you and PCS that governs your access and use of the hosted storage solution provided by PCS: (i) for online content storage, sharing and processing of files, materials, data, text, audio, video, images or other content (collectively, "Content"); (ii) the PCS websites or applications; and (iii) any written or electronic use or features guides or other documentation provided or made available by PCS (the "User Guides") (collectively the "Service(s)"). 

The terms, “you” and “your” collectively mean both the individual to whom these Terms of Service are presented or who is otherwise using the Service, and the entities on whose behalf the Service is being used. 

By registering or using any of the Services you agree to be bound by these Terms.  You may use the Services only in compliance with these Terms.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES.

Please note that PCS doesn't provide warranties for the Services. This agreement also limits our liability to you.  

The Services may change over time as we improve our Services. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion after notification to you.

1. Your Account and Security

We want your account to be as safe as possible. You are solely responsible for protecting the privacy and security of your username and password, including not giving your username and password to any third party. You are responsible for any activity using your account, whether you authorized that activity or not. If you lose your username or password, you may not be able to access your account or any of your data. PCS offers single sign-on authentication to users.  If you elect to connect to Epilogue via single sign-on authentication, you accept all responsibility to enforce the security of your account. 

If PCS determines that there has been a breach of your account security, to protect you and your data, PCS reserves the right to suspend your access. PCS is not liable for any loss or damage arising from any access to, or sharing and use of your account. You agree that you will immediately notify PCS if your account is accessed or used without your authorization, or if you have reason to believe that your account, username or password has been compromised. 

2.  License

PCS grants you a limited, non-exclusive, non-transferable and revocable license to use the Services for the purpose of digital construction and project management, during the term of these Terms, and always subject to these Terms. 

Please note that certain third party code may be provided with the software and that the license terms accompanying that code will govern its use.

PCS or third parties own all right, title and interest in and to the Services and any software or documentation used therein. This includes all rights, title and interest in any intellectual property rights. The only licenses granted are those set forth in these Terms. PCS and its licensors retain all other rights in the Services, and no other licenses to you are implied by these terms. The obligations of this paragraph will survive the termination or expiration of your account and these Terms. 

3. Your Use of the Services 

In order to make the use of Services the best experience it can be, and protect all our users, you agree that you will not do any of the following when using the Services: 

1. harm, disrupt or interfere with the operation of the Services, computer system or network; 
2. provide false information about your identity or pretend to be another user in order to gain access to any account, computers or networks related to the Services, without authorization;
3. attempt to interfere with any authorized use of the Services; 
4. use the Services to store, backup or distribute any illegal files or data; 
5. sublicense, lease, rent, loan, transfer or distribute any portion of the Services; 
6. use the Services to store, backup or distribute material that contains viruses, Trojan horses, worms, corrupted files, spyware, malware or any other similar software that may damage the operation of the Services or another person's computer or property; 
7. probe, scan, or test the vulnerability of any system or network, including that of the Services; 
8. breach or otherwise circumvent any security or authentication measures, including those of the Services; 
9. access, tamper with, or use areas of the Service or Accounts that You are not authorized to use; 
10. interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, or spamming any part of the Services; 
11. access or search the Services by any means other than the publicly supported interfaces (for example, "scraping"); 
12. send unsolicited communications, spam, or any altered, deceptive or false source-identifying information (including "spoofing" or "phishing"); 
13. impersonate or misrepresent your affiliation with any person or entity; 
14. publish or share materials that are unlawfully pornographic, indecent, harassing, or that violate the law of any relevant jurisdiction; or 
15. alter, modify or attempt to circumvent any disabling or security mechanisms that may be included in the Services.  

PCS may immediately terminate your access should it discover that you or someone using your account has engaged in any of the prohibited activity listed above. 

4. Your Data

You are solely responsible for maintaining and protecting your data. PCS shall not be liable for any loss or corruption of your data.

This obligation will survive the termination or expiration of your account and these Terms. 

5. Intellectual Property Protection

PCS respects the intellectual property rights of others. You agree to respect those rights. You may not use the Services to upload, store, share, display, post, e-mail, transmit or otherwise make available any material, or otherwise use the Services in any way, that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. 

PCS also requires that you respect its intellectual property rights. To that end, you agree not to remove, obscure, or alter any trademark, copyright or other proprietary rights notices displayed in the Services, software or on the PCS website. You agree not to modify, adapt, translate or create derivative works from the Services. You agree not to decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Services. 

PCS may terminate your account and access to the Services for violations of this provision.

This indemnity obligation will survive the termination or expiration of your account and these Terms. 

6. PCS PROPRIETARY RIGHTS

As between PCS and you, PCS or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by PCS. In the event that you provide comments, suggestions and recommendations to PCS with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service)(collectively, "Feedback"), You hereby grant to PCS a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.  

Other than Feedback, PCS does not make any claim of ownership of information or documents posted on Epilogue by you. 

This obligation will survive the termination or expiration of your account and these Terms. 

7. Compliance with Applicable Laws

You are responsible for ensuring that your use of the Services is in compliance with all applicable foreign, federal, state and local laws, rules and regulations, including, without limitation, all laws required for compliance with Section 5 of these Terms.

8. User Indemnity

You agree to protect, defend, indemnify, and hold PCS, its suppliers, and their respective affiliates harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable attorney fees and costs, in connection with: 

• Your use of the Products or Services; 
• Your violation of these Terms; 
• Your violation of any third party right, including any intellectual property right; 
• Your violation of the law of any relevant jurisdiction; 
• or any claim that use of your data caused damage to a third party. 

This indemnity obligation will survive the termination or expiration of your account and these Terms. 

9. Term & Termination

These terms expire upon the deactivation of your access to the Services.  PCS reserves the right to suspend or terminate an account at any time without incurring liability of any kind for any reason whatsoever, including, but not limited to: 

(a) the actual or suspected violation of these Terms; 
(b) the use of the Services in a manner that may cause PCS to have legal liability or disrupt others' use of the Services; 
(c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; 
(d) scheduled downtime and recurring downtime; 
(e) use of excessive storage capacity or bandwidth; or 
(f) unplanned technical problems and outages. 

10. Changes to the Service & Terms

PCS may modify the Services, any feature included in the Services, or the availability of the Services on any particular device, at any time and without notice to you. PCS may immediately terminate any account should a third party make an intellectual property infringement claim relating to the Services. If the Services or these Terms are modified, your continued use of the Services will constitute your acceptance of the Service modifications and your agreement to be bound by the modified Terms. Your subscription to use the Services depends upon your agreement to be bound by these Terms and any modification to these Terms. If you do not agree to be bound by these Terms, You may not use the Services. 

11. Disclaimer of Warranties

YOU AGREE THAT YOUR USE OF THE PRODUCTS IS AT YOUR SOLE RISK, AND THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PCS, ITS SUPPLIERS, RESELLERS, PARTNERSAND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, PCS, ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY THAT (A) THE PRODUCTS WILL MEET YOUR  REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE  PRODUCTS WILL BE ACCURATE OR RELIABLE; AND(D) ANY DEFECTS OR ERRORS IN THE PRODUCTS WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE PRODUCTS ARE NOT INTENDED OR SUITABLE FOR USE IN APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL OR  ENVIRONMENTAL DAMAGE.

THE OBLIGATIONS OF THIS SECTION SURVIVE THE TERMINATION OR EXPIRATION OF YOUR ACCOUNT AND THESE TERMS.  

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PCS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (INCLUDING BUT NOT LIMITED TO, LOSS OF USE, DATA, BUSINESS, OR PROFITS), REGARDLESS OF ANY LEGAL THEORY, WHETHER OR NOT PCS HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL BE NO MORE THAN THE AMOUNTS PAID TO PCS FOR THE MOST RECENT SIX-MONTH PERIOD FOR THE HOSTING SERVICES IN QUESTION. 

THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY BREACH OF CONDITIONS OF FUNDAMENTAL OR MATERIAL TERMS OR FOR A FUNDAMENTAL OR MATERIAL BREACH. IN ANY CASE, LICENSEE AGREES THAT PCS’ AGGREGATE LIABILITY TO LICENSEE UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNITY OR OTHER LEGAL, CONTRACTUAL, OR EQUITABLE THEORY FOR DAMAGES WHATSOEVER AND HOWEVER CAUSED SHALL BE LIMITED TO, AND IN NO EVENT EXCEED $500.  THE LIMITATION OF LIABILITY SET HEREIN SHALL NOT APPLY TO LOSSES OCCASIONED BY THE FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE OF PCS.

THE OBLIGATIONS OF THIS SECTION SURVIVE THE TERMINATION OR EXPIRATION OF YOUR ACCOUNT AND THESE TERMS.  

13. Miscellaneous Legal Terms

These terms and the use of the services and software will be governed by Louisiana Law except for its conflicts of laws principles. All claims arising out of or relating to these terms or the services or software must be litigated exclusively in the federal or provincial courts of Louisiana, and both parties consent to venue and personal jurisdiction there. 

These Terms constitute the entire and exclusive Agreement between you and PCS with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. In the event of a conflict between any provision in this agreement and any other agreements, the provision of this agreement will prevail.  These Terms create no third party beneficiary rights. PCS's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but PCS may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. PCS and you are not legal partners or agents; instead, our relationship is that of independent contractors.

14. Embedded GIS Technology Sublicensed from Esri

PCS uses embedded GIS software and data (“Data”) provided by Environmental Systems Research Institute, Inc. (“Esri”) in the Services (collectively, the “Esri Authorized Sublicense Material") and in some cases part or all of the Esri Authorized Sublicense Material may be provided through a solution hosted by Esri (the “Hosted Solutions”). PCS’ use of the Esri Authorized Sublicense Material is subject to an agreement between PCS and Esri (the “Esri Commercial Provider Agreement”).   Esri requires that all use of the Services incorporating the Esri Authorized Sublicense Material are subject to certain terms and conditions set forth in the Esri Commercial Provider Agreement and presented below.  To the extent that there is any ambiguity about the meaning of the terms listed below, the meaning set forth in the Esri Commercial Provider Agreement shall govern.   PCS will provide a copy of the Esri Commercial Provider Agreement to you at your request.

The following terms and conditions apply to the use of the Esri Authorized Sublicense Material.

1. You disclaim, to the extent permitted by applicable law, Esri and its licensors' liability for any damages or loss of any kind, whether direct, special, indirect, incidental, or consequential, arising from the use of the Epilogue including, but not limited to, liability for use of Epilogue in high-risk activities or liability related to any Data supplied by Esri
2. At the time of termination of the Esri Commercial Provider Agreement between PCS and Esri, or termination of these Terms, you are required to (i) cease access and use of the terminated Esri Authorized Sublicense Materials in Epilogue, and (ii) clear any client-side data cache derived from Esri Authorized Sublicense Material in Epilogue.
3. You are required to comply fully with all relevant export laws and regulations of the United States, including, but not limited to, the Export Administration Regulations (EAR), including prohibited end users and end uses as referenced in Part 44 and Supplement No. 4 to Pan 44 of the EAR (https://wmw.bis.doc.qov/index.php/documents/requlations-docs/2343-part-744-control-policvend-user-and-end-use-based-2/file and https://www.bis.doc.qov/index.php/documents/requlationsdocs/2347-744-supp-4-6/file); International Traffic in Arms Regulations (l TAR); and the United States Department of the Treasury, Office of Foreign Assets Control (OFAC) regulations, to ensure that Esri products, or any direct product thereof, are not exported, reexported, transferred, diverted, used, or accessed, directly or indirectly, in violation of any United States export laws and regulations. When applicable, you agree to provide, and you agree to allow PCS to provide, Esri with information about you, about Epilogue, and about your use of Epilogue as may be required for Esri to meet its obligations under the United States export control laws and regulations.
4. You are prohibited from performing the removal or obscuring of any patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Authorized Sublicense Materials, output, metadata file, or online or hard-copy attribution page of any Data with respect to Esri Authorized Sublicense Materials.
5. Esri and its licensors do not warrant that Data and material sublicensed from Esri will meet your needs or expectations; that the use of Data, Esri Authorized Sublicense Materials, and Hosted Solutions will be uninterrupted; or that all nonconformities can or will be corrected. Esri and its licensors are not inviting reliance on Esri provided Data and materials in Epilogue.  You should always verify actual Data in Epilogue.  Any warranty from PCS for Epilogue components provided by Esri shall only apply between PCS and its licensed users[JMMI4] . Esri does not offer any warranties or indemnities to you.
6. You are prohibited from using Esri Sublicense Material for any revenue generating activities. 
7. You are prohibited from using Esri Sublicense Materials independently of Epilogue or in any other product or service.
8. You are prohibited from storing, caching, using, uploading, distributing, or sublicensing content or otherwise using Esri Sublicense Materials in violation of Esri's or a third party's rights , including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation.
9. You are prohibited from sharing your login credentials. These are for designated individuals only and may not be shared with other individuals. PCS may assign a license to use the Hosted Solution from one individual to another if the former user no longer requires access to the Hosted Solutions.