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ProjectTalk Terms of Use

Welcome to the ProjectTalk site on the World Wide Web (the "Site"). ProjectTalk is an Internet community site run by Meridian Project Systems, Inc. (“Meridian”)® and designed specifically for the Architectural, Engineering, and Construction industry. The terms and conditions set forth below (the "Terms") govern the use of this Site and are legally binding on you as the user, including your employer, employees, consultants, agents and customers as permitted. If you do not agree with one or more of the Terms, do not access or otherwise use this Site or any information contained on this Site. Your use of this Site is your agreement to abide by each of the Terms set forth below. PLEASE READ THESE TERMS CAREFULLY.

Use of Site
All information, text, products, software and services provided on this Site, including, without limitation, trademarks, logos, graphics and images (the "Contents") are owned by or licensed to Meridian. The Contents contain trademarks, service marks and trade names which are owned by Meridian, and may also contain trademarks, service marks and trade names owned by third parties.
You are authorized to use the Contents solely for your internal business use, as more particularly set forth below, and not for resale, license or further distribution, whether private or public. Any copy of the Contents or portion thereof must include the copyright notice set forth below:

Copyright © 2009, Meridian. All rights reserved.

No other permission other than the rights set forth below is granted to you to use, execute, reproduce, publicly display, publicly perform, distribute, store, alter or modify the Contents. No permission is granted to use Meridian' icons, site address, or other means to hyperlink other Internet sites with any page in this Site. You agree not to "frame" or "mirror" any of the Contents contained on or accessible from this Site on any other server or Internet-based device without the advance written authorization of Meridian or its licensors, as applicable.

Any product, service, process or technology in the Contents, or offered through this Site, are subject to intellectual property rights owned by Meridian and/or its suppliers and licensors. Nothing contained in this Site shall be construed as conferring any right under any copyright, trade secret, patent, trademark or other intellectual property rights of Meridian or any third party, except for the rights of access expressly granted in these Terms.

Right of Access
Subject to the terms and conditions of this Agreement, Meridian grants to you a non-transferable, worldwide, nonexclusive right to access and use, in object code form only, the software, and any enhancements, improvements or modifications thereof, provided by Meridian to you through this Site (all of the foregoing "Software"), on one or more servers operated by or for Meridian. The number of such servers is determined by Meridian. This right of access is granted for the sole purpose of using the Software and its components to generate documentation and to perform calculations for your use regarding your projects.

Meridian also grants you access to any documentation provided with the Software ("Documentation") for your internal purposes defined above.

By accepting this grant of access or operating under it, you acknowledge and agree that in using this Site under this grant of access, you will be inputting your own, or your customer's own, data into one or more data bases residing on one or more servers operated by or for Meridian, and that you are responsible for any errors, inaccuracies or defects resulting from your inputting, or operating upon, such data.

Restrictions
You agree not to reverse engineer, translate, disassemble, or decompile the Software, or otherwise attempt to create any source code which is derived from any of the Software, nor shall you attempt to create any passwords to allow unauthorized activation of the Software. You further agree not to grant licenses of your rights of access granted hereunder or to reproduce, distribute, display, publicly perform or create derivative works from the Software. Though not authorized to do so, should you create any derivative works of the Software, you hereby assigns any and all right, title and interest in such derivative works to Meridian.

Confidential Information
During the term of this Agreement, each party may or will have access to certain confidential information of the other concerning such party's business, including such party's products, services, technical data, trade secrets, inventions, processes, customers, marketing, sales and other business information. All such information shall be deemed "Confidential Information." Each party shall use the Confidential Information of the other solely in exercising its rights granted under this Agreement, and all Confidential Information shall remain the sole property of the disclosing party. With regard to Confidential Information, each party shall use the same degree of care as it uses to maintain the confidentiality of its own confidential information, but no less than reasonable care not to make disclosure of the Confidential Information to any third party without the written consent of the disclosing party, except to employees, consultants or agents to whom disclosure is necessary in exercising its rights granted under this Agreement and who are bound by a duty of confidentiality with respect thereto. Information shall not be deemed confidential if it (1) is known to the receiving party prior to receipt from the disclosing party as reasonably evidenced by such receiving party; (2) becomes known to the receiving party from a source other than one, who, to receiving party's knowledge, is under an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be confidential other than by a breach of the receiving party; (iv) is independently developed by the receiving party without access to the information of the other party. The confidentiality obligations hereunder shall survive the termination of this Agreement.

Intellectual Property Rights
All right, title and interest in and to all Software, data bases or other technology provided by or on behalf of Meridian under this Agreement, and modifications or derivative works thereof, and any accompanying documentation, manuals or other materials supplied under this Agreement, and any reproductions made thereof, including all intellectual property rights in all of the foregoing, remain with Meridian or its licensors. You shall not remove any product identification or notices of such intellectual property rights from any of the foregoing.

Payment
You agree to pay Meridian the fees based on the price quotation provided by it, as outlined in the Meridian pricing structure. You agree to pay Meridian the fees beginning on the date you click the "I Agree" button below. Meridian will invoice you for subsequent rights, product or service fees as additional rights, products or services are ordered by you. If you subscribe to Site on any day other than the first day of the month, the fee shall be pro-rated for that month. You agree that Meridian may invoice you up to thirty (30) days in advance for fees. Applicable recurring fees will be invoiced automatically. You shall pay any Meridian' invoice within thirty (30) days of receipt of the invoice. Past due invoices shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest amount allowed by law, whichever is lower, until the invoice and such interest is paid in full.
During your navigation of the Site and use of ProjectTalk you may be exposed to additional products offered by Meridian for a separate fee. These products may work in conjunction with or independently of ProjectTalk. You will be notified prior to accessing a service that requires the payment of an additional fee. If, following the notice, you agree to access the additional service, the fees for that service will be added to your invoice referenced in the preceding paragraph and will be subject to the payment terms stated therein.

Term
The initial term ("Initial Term") of this agreement shall be either one (1) calendar month or one (1) calendar year subject to your selection of payment interval, and following the date you click the "I Agree" button. Upon the expiration of the Initial Term, this Agreement shall renew for successive one (1) calendar month or one (1) calendar year terms ("Subsequent Terms"), unless either party notifies the other party, in writing or by canceling at the Site, of its intent to terminate this Agreement. The Initial Term and any Subsequent Terms are collectively referred to herein as the "Term."

Termination
This Agreement may not be terminated or cancelled during the Term, except as follows: (i) Convenience. Either party may terminate this Agreement for convenience by written notice or by using the cancellation functions at the Site at least thirty (30) days prior to the expiration of the Term and effective upon the conclusion of such term. (ii) Payment. If you fail to make any payment due hereunder, and fail to cure such breach within thirty (30) days thereafter, Meridian may immediately, upon written notice, terminate this Agreement. (iii) Curable Breach. Except as otherwise set forth in this Section, if either party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non-breaching party may terminate this Agreement on written notice at any time following the end of such thirty (30) day period. (iv) Insolvency. This Agreement shall terminate immediately upon written notice by either party, if the other party has a receiver appointed, or an assignee for the benefit of creditors, or in the event of any insolvency or inability to pay debts as they become due, except as may be prohibited by applicable bankruptcy laws.
Upon termination of this Agreement your rights to the Contents, including, but not limited to use and access, will automatically terminate. You will discontinue your use of the Contents and return or, at Meridian’s election, destroy any copies of the User Documentation you may possess.

Taxes and other Fees
You agree to pay any tax, levy, export or import duty, however designated or computed, on the grant of access, documentation and registration on this Site, or any other marketing, purchase or use of Meridian’s products or service ("User Tax") which is levied against you based on this Agreement, except taxes based upon the income, capital or net worth of Meridian. In the event that any such User Tax is paid by Meridian, you agree to reimburse Meridian within thirty (30) days after you are invoiced therefor.

Third Party Interaction and Contracts
In your use of this Site, you may enter into correspondence with, enter contracts to purchase goods and/or services from, or participate in promotions of, advertisers, sponsors and other users of this Site. Any such correspondence, contract or participation, including the delivery of and the payment for goods and/or services, and any other term, condition, warranty or representation associated with such correspondence, contract or participation is solely between you and the applicable third party. You agree that Meridian has no liability, obligation or responsibility whatsoever for any such correspondence, contract, participation or transactions in respect of goods or services between you and any third party or the results of, or satisfactory performance of, any of the foregoing.

Links to Third Party Sites
This Site may be linked to other sites on the World Wide Web or Internet which are not under the control of or maintained by Meridian. Such links do not constitute Meridian’s endorsement of those sites. You agree that Meridian is providing these links to you only as a convenience, and you further agree that Meridian is not responsible for the content of such sites or for their privacy policies.

Password Restricted Areas of this Site
Once you subscribe to this Site by registering below, you will receive a password and an account. You acknowledge and agree that you are solely responsible for maintaining the confidentiality of your password and account information (or your employees' passwords and account information, if applicable), and agree to notify Meridian if the password is lost, stolen or disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities which occur under your account, including any fees which may be incurred under your account, whether or not you are the individual or entity undertaking such activities. You agree to immediately notify Meridian of any unauthorized use of your account or password, or any other breach of security known to you in relation to this Site or data bases.

User Data and Information
To enable Meridian to use your data and information in connection with your registration with this Site, you hereby grant to Meridian and any administrator selected by Meridian’s, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable license to use, reproduce, modify, adapt, publish, distribute, perform and display any information and material that you submit in connection with your registration with this Site ("User Information"), and to incorporate it in other works in any other form, media or technology now know or later developed. Meridian will use the User Information in accordance with the Privacy Policy.
You represent and warrant (1) that all data and information you enter into a data base, or otherwise supply, under this Agreement will be accurate and complete, (2) that you will update the data and information as appropriate to maintain its accuracy and completeness, and (3) that you assume the risk of any loss or damages if such data is inaccurate, incomplete or otherwise in error.
The data you enter into the data base on a server operated by or for Meridian will be stored. If you require copies of such data, please contact Meridian at info@projecttalk.com.

Project Data and Information
Meridian acknowledges that in connection with your use of this Site, you may provide non-public information to the Site regarding your project ("Project Information"). Meridian has developed a security policy regarding the Project Information. You may view the security policy.
Meridian shall only access the Project Information to the extent reasonably necessary to: (i) host the Project Information on servers maintained by or on behalf of Meridian (ii) enable your use of this Site and (iii) to periodically back up the Project Information. You acknowledge and agree that Meridian will back up the Project Information for your convenience only, and you assume all risks of inaccuracy, loss or damage to any Project Information you provide to the Site.

Data Collection
Meridian may provide directly, or through qualified third parties, corrective and preventative technical support services under the terms of the Support Services Agreement.  You expressly consent to the provision and collection of certain information and data in connection with the services.  You expressly consent to Meridian permitting certain third parties and consultants that it retains to perform services on its behalf to access your information and data solely to perform the support and maintenance services for you.  You are responsible for providing any required notices and/or obtaining any required consents relating to collection and use of such data (including any such consent necessary for Meridian to provide these services).  You are responsible for taking the steps necessary to ensure that the  use of the services complies with applicable laws, regulations, and codes of practice.  You  acknowledge that to the extent permitted by law, Meridian assumes no responsibility for storage of your data or information. 
Unauthorized Activities
You acknowledge that the data and the information you enter into a data base under this Agreement, and your use of the Contents contained on this Site are subject to copyright laws, trademark laws, the laws of privacy and publicity, certain communications statutes and regulations and other applicable laws and regulations. You agree that you are wholly responsible for your actions or the actions of any person using your password in respect of those laws. You agree not to interfere with the use of this Site by others, including, without limitation, the submission of any virus to this Site or the transmission of junk mail, spam, bombs or unsolicited email. You further agree not to place on this Site, or use this Site or its facilities to communicate, any unlawful, annoying, harassing, defamatory, libelous, abusive, threatening, harmful, vulgar, obscene or tortuous material of any kind or any material that invades, infringes or violate the rights of any person or entity.

Indemnity
You agree to indemnify and hold Meridian entirely harmless from and against any and all claims, demands, costs, damages, liabilities, and expenses (including, without limitation, costs of investigation and attorneys' fees) incurred or to be incurred by Meridian arising from or relating to (i) use of this Site or databases, (ii) breach of any term of this Agreement, (iii) violation of any applicable law, regulation or the right of any third party, or (iv) negligence, misrepresentation, error or omission, by you, your employees, consultants, agents, or customers, or by any other party using your password.

Disclaimer of Warranty
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Meridian PROVIDES THE CONTENT AND ANY OTHER INFORMATION ON THIS SITE, AS WELL AS ALL DATABASES AND EQUIPMENT, ON AN "AS IS" AND "WHERE IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. Meridian DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY RESPONSIBILITY FOR ERRORS, OMISSIONS OR MISREPRESENTATIONS IN ANY USER DATA OR USER INFORMATION SUBMITTED BY, OR INPUTTED BY, YOU AS USER, OR IN OTHER INFORMATION THAT IS REFERENCED BY OR LINKED TO THIS SITE, OR BY YOUR USING THIS SITE PURSUANT TO ANY DOCUMENTATION OTHER THAN THE DOCUMENTATION PROVIDED HEREUNDER BY Meridian. IN ADDITION, MERIDIAN IS NOT RESPONSIBLE FOR ANY DAMAGES OR OTHER LOSS RESULTING FROM ANY CONTRACT YOU ENTER INTO WITH ANY THIRD PARTY, IN CONNECTION WITH WHICH CONTRACT THE LICENSED SOFTWARE OR THIS SITE OR ANY DATA BASE IS OR MAY BE USED.
MERIDIAN DOES NOT WARRANT THAT YOUR USE OF THIS SITE, THE OPERATION OR FUNCTION OF THIS SITE, ANY DATA BASE OR EQUIPMENT, ANY COMPONENT OF ANY OF THE FOREGOING , OR ANY SERVICES OFFERED IN CONNECTION THEREWITH, WILL BE UNINTERRUPTED OR ERROR FREE; OR THAT DEFECTS THEREIN WILL BE CORRECTED; OR THAT THIS SITE OR ANY INFORMATION OR DATABASE, OR ANY SERVER OR OTHER EQUIPMENT OPERATING THEM IS FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU FURTHER ACKNOWLEDGE THE SITE MAY BE UNAVAILABLE FOR PERIODS OF TIME DO TO MAINTENANCE, UPGRADES OR EVENTS BEYOND THE REASONABLE CONTROL OF MERIDIAN AND THAT MERIDIAN SHALL HAVE NO LIABILITY TO YOU FOR SUCH UNAVAILABILITY.

Limitation of Liability
ALTHOUGH MERIDIAN ENDEAVORS TO PROVIDE CURRENT, ACCURATE AND RELIABLE INFORMATION ON THIS SITE AND ON ASSOCIATED DATA BASES, SERVERS AND OTHER EQUIPMENT, IT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY OR ANY USE OF ANY OF THE FOREGOING. YOU ACKNOWLEDGE BY YOUR USE OF THIS SITE OR ITS SERVICES, THAT YOU DO SO AT YOUR OWN RISK AND THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH THAT USE, INCLUDING, WITHOUT LIMITATION, ALL NECESSARY SERVICING OR REPAIR OF ANY EQUIPMENT YOU USE IN CONNECTION WITH THAT USE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERIDIAN SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY DAMAGES SUFFERED AS A RESULT OF YOUR USE OF THIS SITE, ANY DATA BASE, INFORMATION OR EQUIPMENT. IN NO EVENT SHALL MERIDIAN BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION OR LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) RESULTING FROM USE, OR INABILITY TO USE, THIS SITE, OR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THIS SITE, HOWEVER ARISING. THE FOREGOING DISCLAIMER APPLIES WHETHER THE ABOVE CLAIM FOR DAMAGES IS FOR BREACH OF CONTRACT OR IN TORT, EVEN IF MERIDIAN HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

Intended Audience
Meridian operates this Site from its headquarters in the United States of America and makes no representation that this Site is appropriate or will be available for use in other locations. You are entitled by this Agreement to use this Site from outside the United Stated of America. However, if you do so, you are entirely responsible for compliance with applicable local laws, including, without limitation, the export and import regulations of other countries in relation to this Site.

General
Meridian does not monitor your data and transmissions and does not represent or warrant that any User Information provided by users of this Site is accurate, complete or not misleading. Meridian does actively monitor accounts for system utilization and billing records. However, in Meridian' efforts to promote good citizenship within the Internet community, if Meridian becomes aware of inappropriate use of this Site or any Meridian service, Meridian will respond accordingly. You, on behalf of your employees, consultants, customers and any other user of your password, acknowledge that Meridian will report to law enforcement authorities any actions which may be considered illegal, as well as any reports it receives of such conduct. When requested, Meridian will cooperate fully with law enforcement agencies in any investigation of alleged illegal activity on the Internet.

If you violate these Terms, Meridian reserves the right to terminate service to you without notice and to terminate the access rights granted to you hereunder. Meridian' preferred course of action is to advise you of your inappropriate behavior and recommend any necessary corrective action. However, flagrant violations of these Terms, as determined by Meridian in its sole discretion, will result in immediate termination of service. In the event that your account is inactivated as a result of any prohibited activities, the account may be subject to reactivation charges and/or deposit requirements to be determined by Meridian. You understand that Meridian has the right to terminate any account for any reason that Meridian interprets as an abuse of the account. Your sole and exclusive recourse and remedy is to receive a refund for prepaid but unused services, if applicable.

You agree that Meridian and/or its suppliers may make improvements and/or changes in the products, databases, services, programs and prices described on this Site at any time without notice, and you further agree that Meridian can revise these Terms at any time without notice by updating this posting. You agree that your continued use of this Site after such revisions have been posted constitutes your acceptance of such revised Terms. You acknowledge that Meridian reserves the right to discontinue, on a temporary or permanent basis, this Site, any database and the services and products provided therein without notice and without liability to you. Any action related to these Terms will be governed by California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree to submit to the jurisdiction of the courts located in Sacramento County, in the State of California, for the resolution of all disputes arising from or related to these Terms and/or your use of this Site or of the Software.

If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of Meridian to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Meridian in writing. The Terms comprise the entire agreement between you and Meridian and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein.
If a separately signed offline agreement has been executed between Meridian and your employer, the terms of that offline agreement shall supersede these Terms in their entirety.

Trademarks
Meridian, Prolog Manager, Prolog Website, Prolog Executive, Prolog Pocket, ProjectTalk and Prolog Connect are trademarks or registered trademarks of Meridian Systems in the United States and other countries.

 
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