ProjectLoad is an Internet Application provided by E Space Communications Inc. for the exclusive use of registered clients. Any use of this product by others is strictly prohibited.
By using ProjectLoad, any participant agrees without limitation or qualification to be bound by and to comply with these Terms and Conditions and any other posted guidelines or rules. All such guidelines and rules are hereby incorporated by reference into the Terms and Conditions
Client will access ProjectLoad via the Internet web site www.projectload.com using an administrative logon ID provided by E Space, or using a logon ID created and maintained by Client personnel using the authority of the ID provided by E Space.
All executable code and data used by ProjectLoad shall be stored on servers designated by E Space Communications and E Space reserves the exclusive right in its sole discretion to recommend the reconfiguration of hardware, software and other system components as it deems necessary or helpful in meeting the requirements of this Agreement.
E Space shall take back up copies of the data once each day and such back up copies shall be stored off site on a weekly basis. If Client requests E Space to retrieve any data from back up copies, E Space has absolute and sole discretion as to whether or not to proceed and will charge client at the hourly rate E Space uses for consulting services plus reasonable expenses. There will be no charge for retrieval of data where the loss, deletion or distortion of data arises or results from E Space errors or omissions.
Client will not attempt to reverse engineer, decompile, copy or adapt ProjectLoad or upload other codes or scripts relating to ProjectLoad or transmit via ProjectLoad any information that contains a virus, worm, Trojan horse or other harmful or disruptive component.
Client is solely responsible for maintaining the confidentiality of their passwords and shall be responsible for any loss or damage arising as a result of or in relation to disclosure of passwords to any third party.
- Client manipulation of data
Client is responsible for the input, modification and deletion of data.
- Responsibility for Minors
In cases where Client has authorized a minor to use ProjectLoad, recognize that Client is fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of the ProjectLoad; and (iii) the consequences of any misuse by the minor.
- Prices and Payments
E Space shall monitor the number of people the client has authorized to use ProjectLoad on a daily basis. At the end of each calendar month, the average number of authorized users per day shall be multiplied by the agreed upon monthly rate and rounded to the nearest penny. This amount will constitute the amount due from Client to E Space Communications for use of the system during the period. The price for all services shall be invoiced at the end of each month and shall be paid promptly upon receipt of invoice, but in no event later than 30 days from the date of the invoice.
The timing of invoices and pricing of service shall remain in effect unless other arrangements have been agreed to by Client and E Space.
Services may be suspended or terminated without notice if Client fails to pay any amount when due. Any late payment shall be subject to costs of collection, including reasonable legal fees. Client shall pay, indemnify and hold E Space harmless from all sales, use, gross receipts, value-added, personal property or other tax or levy (including interest and penalties) imposed on the services and deliverables provided hereunder, other than taxes based on the net income or profits of E Space. Services may also be suspended or terminated without notice if credit card information supplied by Client is deemed invalid or fraudulent
- Term of Agreement
This Agreement shall commence on the date the Administrative ID is created by E Space and provided to Client. Unless terminated earlier under "Termination", this Agreement shall continue on a month-to-month basis until either party terminates by giving the other party written notice.
- Injunctive Relief
Client and E Space acknowledge that violation by one party of the "Proprietary Rights" or "Confidentiality" would cause irreparable harm to the other party not adequately compensable by monetary damages. In addition to other relief, it is agreed that temporary and permanent injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.
Client and E Space hereby acknowledges that it may be exposed to confidential and proprietary information belonging to the other party or relating to its affairs, including, without limitation, technical information and development techniques, business and financial information, visitor lists and other information designated by a party as confidential or proprietary. Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the party, or (iii) information received by a party from a third party who was free to disclose it. Each party agrees that during the Term and at all times thereafter it shall not use, commercialize or disclose the other party's Confidential Information except in performing its obligations under this Agreement. Each party shall use the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall it use less than due diligence and care. Neither party shall alter or remove from any Confidential Information of the other party any proprietary, copyright, trademark or trade secret legend.
- Proprietary Rights - Source
All source code of ProjectLoad belongs exclusively to E Space. Client is leasing a non-transferable non-exclusive license to use the executable portion of ProjectLoad, but this does not include the right to resell or sub-license the right to use said Code to any other person or entity, and the Client is responsible for taking reasonable precautions to prevent unauthorized personnel from accessing the Code.
- Proprietary Rights - Data
The data is the exclusive property of the Client and E Space will take all reasonable and customary precautions to protect the integrity, content, and confidentiality of the data. Note that this also includes encryption of the information as it is transmitted over the Internet, but the encryption is an option and it is up to Client to decide whether or not to use it. Under no circumstances will E Space reveal information provided by the Client without prior consent unless disclosure is required by court order or law enforcement authorities. E Space reserves the right to copy database files for maintenance and backup purposes.
- Force Majeure
E Space is excused from any failure or delay in performance of responsibilities otherwise imposed by this Agreement for any cause beyond its reasonable control. Such causes include, without limitation, fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities or necessary supplies, governmental action, computer viruses and incompatible or defective equipment, software or services not supplied by E Space. Nothing herein enlarges any warranty or diminishes any disclaimer provided in "Warranties".
- Regulation of Certain Content
E Space is a mere distributor and is relying on Client to prescreen or editorially control the content of Client's data. E Space reserves the right to request the removal of information in the database brought to its attention, which it deems detrimental to the Host System or any person. Client agrees not to include in the database any material which violates or infringes the rights of any person or which a reasonable person would consider abusive, profane or offensive, which is defamatory or harassing, or which violates or encourages others to violate any applicable law. Client will not disseminate pornographic or obscene material. To protect itself, E Space may without liability actively cooperate with and furnish identifying and supporting information to any person likely to be harmed by Client's violation of these provisions and to any law enforcement agency serving a warrant or subpoena on E Space.
- Warranties to E Space
E Space is not responsible for copyright or trademark infringements from any material input by Client. Further, E Space will not knowingly violate any copyright or trademark and it will take immediate steps to remove any material that the Client does not have permission to use after it has been brought to E Space's attention. Client warrants that any technology, information or material (other than E Space's own material) distributed through ProjectLoad will not infringe or misappropriate any copyright, trademark, patent, or the trade secrets of any third persons, or otherwise violate this Agreement or any applicable law. Client will defend, indemnify and hold E Space harmless from all liability and expense (including attorney fees) arising from any claim against E Space relating in any way to any claim of infringement based on anything that Client has input into ProjectLoad which Client does not have the legal right to use or arising from any claim against E Space that relates in any way to any services provided by E Space to Client.
- Warranties to Client
E Space warrants to Client that it will make a reasonable effort during the Term of this Agreement to perform its services in a competent and workmanlike manner and to ensure ProjectLoad operates substantially according to the published specifications. E Space does not warrant that it will be able to correct all reported defects or that use of ProjectLoad will be uninterrupted or error free. E Space makes no warranty regarding features or services provided by third parties (especially Internet telecommunications service or Web "browser" software), which are provided "as is" and "as available." EXCEPT AS SET FORTH ABOVE, E Space MAKES NO WARRANTY, EXPRESS OR IMPLIED. E SPACE DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, INTEGRATION AND FITNESS FOR A PARTICULAR PURPOSE. STATEMENTS REGARDING YEAR 2000 ARE "YEAR 2000 READINESS DISCLOSURES" ENTITLED TO CERTAIN PROTECTIONS UNDER FEDERAL LAW.
- Limitation of Liabilities
The following provisions are a material condition of this Agreement and reflect a fair allocation of risk:
- Client agrees that if the E Space violates any warranty or other provision of this Agreement, and E Space determines that repair or other corrective action is not economically or technically feasible, which E Space has the option to determine before Client pursue its other remedy, Client's sole and exclusive remedy will be to obtain a refund of amounts paid by Client to E Space for services rendered hereunder during the previous twelve (12) months.
- E SPACE IS NOT LIABLE FOR ANY AMOUNT EXCEEDING THE PRICE PAID BY CLIENT FOR SERVICES HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO ANY CLAIM. EXCEPT FOR VIOLATIONS BY CLIENT OF "PROPRIETARY RIGHTS", "CONFIDENTIALITY" OR "EXPORT REGULATIONS", NEITHER PARTY IS LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS FEES) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
Client may suspend or terminate this Agreement at any time. E Space may terminate the agreement by providing ninety (90) days notice to Client. Termination shall have no effect on the parties rights and obligations under "Proprietary Rights", "Warranties", "Limitation of Liabilities" or "Export Regulations".
- Disputes, Choice of Law
Except actions for certain injunctive relief authorized under "Injunctive Relief", which may be brought in a court of competent jurisdiction at any time, the parties agree that all disputes involving less than fifty thousand dollars ($50,000) shall be submitted to a single arbitrator under proceedings conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award of the arbitrator shall be limited to remedies otherwise available in court, shall include a written explanation of the decision and shall be binding upon the parties and enforceable in any court of competent jurisdiction. Disputes involving amounts exceeding the above dollar limit are not subject to arbitration and may be taken directly to court by either party. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND OHIO, AND ANY ACTION SHALL BE INITIATED AND MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN SUCH DESIGNATED STATE.
- Export Regulations
The U.S. Government regulates the transfer of technology across national boundaries. Client agrees not to export or re-export (including by way of electronic transmission) any data or technology derived from ProjectLoad without first obtaining any required export license or governmental approval, if any is required. Client shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce. This provision and the assurances made herein shall survive termination of this Agreement.
- U.S. Government Restricted Rights
ProjectLoad (including underlying technology and documentation) is a "computer data base" that constitutes "restricted computer software" and is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in the Rights in Commercial Computer Software clause at DFARS 227.7202-3 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable.